S-1/A

As filed with the Securities and Exchange Commission on January 24, 2023

Registration No. 333-269238

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEXTRACKER INC.

(Exact name of registrant as specified in its charter)

Delaware	3990	00-0000000
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

6200 Paseo Padre Parkway

Fremont, California 94555

(510) 270-2500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Léah Schlesinger, Esq.

General Counsel

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

(510) 270-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Heather Childress, Esq. Senior Vice President, Deputy General Counsel Flex Ltd. 2 Changi South Lane Singapore 486123 (65) 6876 9899 Sharon R. Flanagan, Esq. Samir A. Gandhi, Esq. Lindsey A. Smith, Esq. Helen Theung, Esq. Sidley Austin LLP 1001 Page Mill Road, Building 1 Palo Alto, California 94304 (650) 565-7000 Robert G. Day, Esq. Melissa S. Rick, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory note

This amendment is being filed solely to file certain exhibits to the Registration Statement as indicated in Item 16 of Part II. No changes are being made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement and the preliminary prospectus has therefore not been included herein.

Part II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution.

The following table sets forth all expenses to be paid by the registrant, other than estimated underwriting discounts and commissions, in connection with this offering. All expenses will be borne by the registrant. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the exchange listing fee.

	Amount to be paid
SEC registration fee	$	11,020.00
FINRA filing fee		14,850.00
Exchange listing fee			*
Printing			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer agent and registrar fees			*
Miscellaneous expenses			*
Total:	$		*

* To be filed by amendment

Item 14. Indemnification of directors and officers.

As permitted by Section 102 of the Delaware General Corporation Law upon the completion of this offering, our certificate of incorporation will include provisions that eliminate the personal liability of our directors and officers for monetary damages for a breach of their fiduciary duty as directors and officers, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Upon the completion of this offering, our certificate of incorporation will provide that we will indemnify each person who was or is a party or is threatened to be made a party or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our certificate of incorporation also provides that we will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If we do not assume the defense, expenses must be advanced to an Indemnitee under certain circumstances.

We plan to enter into indemnification agreements with each of our executive officers and directors. In general, these agreements provide that we will indemnify the director or executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or executive officer of our company or in connection with their service at our request for another corporation or entity. The indemnification agreements also provide for procedures that will apply in the event that a director or executive officer makes a claim for indemnification and establish certain presumptions that are favorable to the director or executive officer.

We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

The underwriting agreement we will enter into in connection with the offering of Class A common stock being registered hereby provides that the underwriters will indemnify, under certain conditions, our directors and officers (as well as certain other persons) against certain liabilities arising in connection with such offering.

Insofar as the forgoing provisions permit indemnification of directors, executive officers, or persons controlling us for liability arising under the Securities Act, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Item 15. Recent sales of unregistered securities.

On December 19, 2022, we issued 100 shares of common stock, par value $0.001 per share, to Yuma, Inc. in exchange for $0.10, which shares will be repurchased from Yuma, Inc. and cancelled upon the filing of our amended and restated certificate of incorporation and the consummation of the Transactions. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act, as a transaction by an issuer not involving any public offering.

Item 16. Exhibits and financial statement schedules.

(A) Financial Statements. See Index to Financial Statements.

(B) Exhibits.

Exhibit Number		Document
	1.1*	Form of Underwriting Agreement
	3.1#	Form of Amended and Restated Certificate of Incorporation, to be effective upon completion of this offering
	3.2#	Form of Amended and Restated Bylaws, to be effective upon completion of this offering
	4.1#	Specimen Class A Common Stock Certificate
	5.1*	Opinion of Sidley Austin LLP regarding the validity of the shares of Class A common stock
	10.1	Form of Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC to be effective upon this offering
	10.2#	Form of Exchange Agreement
	10.3	Form of Tax Receivable Agreement
	10.4	Form of Letter Agreement
	10.5*	Separation Agreement by and among Flex Ltd., Nextracker LLC and Flextronics International USA, Inc. dated as of February 1, 2022
	10.6#	Transition Services Agreement among Flextronics International USA, Inc. and Nextracker LLC dated as of February 1, 2022 (“Transition Services Agreement”)
	10.7#	Form of Amendment to the Transition Services Agreement
	10.8#	Form of Second Amended and Restated Employee Matters Agreement by and among Flex Ltd., Nextracker LLC and Flextronics International USA, Inc.
	10.9#	Form of Registration Rights Agreement
	10.10#†	Form of Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (“2022 Equity Incentive Plan”)
	10.11#†	Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive)
	10.12#†	Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for performance-based vesting awards (Executive)
	10.13#†	Form of Unit Option Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive)
	10.14+	Form of General Business Agreement, by and among Nextracker LLC and Flextronics Industrial Ltd.

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Exhibit Number		Document
	10.15#†	Form of Indemnification Agreement
	10.16	Form of Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc., and Yuma Acquisition Corp.
	10.17#†	Flex Ltd. Amended and Restated 2017 Equity Incentive Plan is incorporated by reference to Annex A to Flex’s proxy statement on Schedule 14A filed on June 26, 2020 (SEC File No. 000-23354, Film No. 20994366)
	10.18#†	Form of Restricted Share Unit Award Agreement under the 2017 Equity Incentive Plan for time-based vesting awards is incorporated by reference to Exhibit 10.05 to Flex’s Report on Form 10-Q for the quarter ended September 29, 2017 filed on October 30, 2017 (SEC File No. 000-23354, Film No. 171163212)
	10.19#†	Form of Restricted Share Unit Award Agreement under the Amended and Restated 2017 Equity Incentive Plan for performance-based vesting awards is incorporated by reference to Exhibit 10.02 to Flex’s Report on Form 10-Q for the quarter ended July 2, 2021 filed on July 30, 2021 (SEC File No. 000-23354, Film No. 211132632)
	10.20#†	2010 Flextronics International USA, Inc. Deferred Compensation Plan is incorporated by reference to Exhibit 10.04 to Flex’s Report on Form 10-Q for the quarter ended October 1, 2010 filed on November 3, 2010 (SEC File No. 000-23354, Film No. 101162302)
	10.21#†	Award Agreement under the 2010 Deferred Compensation Plan is incorporated by reference to Exhibit 10.01 to Flex’s Report on Form 10-Q for the quarter ended June 27, 2014 filed on July 28, 2014 (SEC File No. 000-23354, Film No. 14997137)
	10.22#	Senior Secured Credit Facilities Commitment Letter, dated January 13, 2023
	22.1#	Subsidiaries of the registrant
	23.1#	Consent of Deloitte & Touche LLP, independent registered public accounting firm
	23.2#	Consent of Deloitte & Touche LLP, independent registered public accounting firm
	23.3*	Consent of Sidley Austin LLP (included in Exhibit 5.1)
	23.4*	Consent to be named as a director nominee (            )
	24.1#	Power of Attorney (included in signature page)
	107#	Filing Fee Table

# Previously filed.

* To be filed by amendment.

† Indicates a management contract or compensatory plan.

+ Portions of this exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for

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indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended Nextracker Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California on January 24, 2023.

Nextracker Inc.
By:	/s/ Daniel Shugar
	Name: Daniel Shugar
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Daniel Shugar Daniel Shugar	Chief Executive Officer and Director (principal executive officer)	January 24, 2023
/s/ David Bennett David Bennett	Chief Financial Officer (principal financial officer and principal accounting officer)	January 24, 2023
* Jason Spicer	Director	January 24, 2023
* Daniel Wendler	Director	January 24, 2023

*By:	/s/ Daniel Shugar
	Daniel Shugar
	Attorney-in-Fact

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EX-10.1

Exhibit 10.1

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

NEXTRACKER LLC

a Delaware Limited Liability Company

Dated as of [•], 2023

Limited liability company interests in Nextracker LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory authority of any state. The interests are being sold in reliance upon exemptions from such registration or qualification requirements. The interests cannot be sold, transferred, assigned or otherwise disposed of except in compliance with the restrictions on transferability contained in the Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC, as such may be amended, supplemented or otherwise modified from time to time, and applicable federal and state securities Laws.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			2
1.01	Certain Definitions		2
1.02	Construction		16
ARTICLE II ORGANIZATION			17
2.01	Continuation of the Company		17
2.02	Name		17
2.03	Registered Office; Registered Agent		17
2.04	Principal Office		17
2.05	Purpose; Powers		17
2.06	Fiscal Year; Fiscal Half Year; Fiscal Quarter		18
2.07	Foreign Qualification Governmental Filings		18
2.08	Term		18
ARTICLE III MEMBERS; UNITS			18
3.01	Members		18
3.02	Issuance of Units; Additional Members		19
3.03	Recapitalization; IPO Common Unit Purchase		19
3.04	Authorization and Issuance of Additional Units		20
3.05	Repurchase or Redemption of shares of Class A Common Stock		21
3.06	Put Right		22
3.07	No Withdrawal		22
3.08	Loans From Members		22
3.09	Corporate Stock Option Plans and Equity Plans		22
3.10	Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan		24
3.11	Repurchase and Redemption		24
3.12	Liability to Third Parties		25
3.13	Spouses of Members		25
3.14	Representations and Warranties of Members		25
ARTICLE IV CAPITAL CONTRIBUTIONS			27
4.01	Units		27
4.02	Capital Contributions		27
ARTICLE V DISTRIBUTIONS AND ALLOCATIONS			27
5.01	Distributions		27
5.02	Allocations		28
5.03	Withholding		31
ARTICLE VI MANAGEMENT			32
6.01	Authority of Manager; Officer Delegation		32
6.02	Actions of the Manager		33

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6.03	No Removal	33
6.04	Vacancies	33
6.05	Transactions Between the Company and the Manager	33
6.06	Reimbursement for Expenses	33
6.07	Delegation of Authority	34
6.08	Limitation of Liability of Manager	34
6.09	Investment Company Act	35
6.10	Waiver of Fiduciary Duties; Indemnification; Limitation of Liability	35
6.11	Company as Indemnitor of First Resort	37
6.12	Other Activities	38
6.13	No Recourse Against Nonparty Affiliates	39
ARTICLE VII RIGHTS OF MEMBERS; CONFIDENTIALITY		39
7.01	Access to Information	39
7.02	Confidentiality	39
ARTICLE VIII TAXES		40
8.01	Tax Returns	40
8.02	Tax Elections	41
8.03	Partnership Representative	42
ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS		43
9.01	Maintenance of Books and Records	43
9.02	Reports	43
9.03	Bank Accounts	43
ARTICLE X RESTRICTIONS ON TRANSFER; CERTAIN TRANSACTIONS		43
10.01	Transfers by Members	43
10.02	Permitted Transfers	43
10.03	Restricted Units Legend	44
10.04	Transfer	44
10.05	Assignee’s Rights	44
10.06	Assignor’s Rights and Obligations	45
10.07	Overriding Provisions	45
10.08	Certain Transactions with respect to PubCo	46
ARTICLE XI ADMISSION OF MEMBERS		48
11.01	Substituted Members	48
11.02	Additional Members	48
ARTICLE XII WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS		48
12.01	Withdrawal and Resignation of Members	48
ARTICLE XIII DISSOLUTION, LIQUIDATION AND TERMINATION		49
13.01	Dissolution	49
13.02	Winding Up	49

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13.03	Deferment; Distribution in Kind	50
13.04	Cancellation of Certificate	50
13.05	Reasonable Time for Winding Up	50
13.06	Return of Capital	51
ARTICLE XIV GENERAL PROVISIONS		51
14.01	Power of Attorney	51
14.02	Offset	51
14.03	Notices	51
14.04	Entire Agreement; Supersedure	52
14.05	Effect of Waiver or Consent	52
14.06	Amendment or Modification	52
14.07	Survivability of Terms	53
14.08	Binding Effect	53
14.09	Governing Law; Severability	53
14.10	Consent to Jurisdiction; Waiver of Jury Trial	53
14.11	Remedies	54
14.12	Further Assurances	54
14.13	Waiver of Certain Rights	54
14.14	Title to Company Property	54
14.15	Existing LLC Agreement	54
14.16	Counterparts	54
14.17	Electronic Transmissions	54

Schedule A – Schedule of Members

Schedule B – Bad Actor Representations

Exhibit A – Form of Joinder Agreement

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THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF NEXTRACKER LLC

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.

RECITALS

WHEREAS, the Company was formed as a Delaware corporation under the laws of the State of Delaware by filing a Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware on October 8, 2013;

WHEREAS, in connection with a reorganization of the Company and certain of its Affiliates (the “Reorganization”), the Company was converted into a Delaware limited liability company under the laws of the State of Delaware by filing a Certificate of Conversion (the “Certificate of Conversion”) with the Secretary of State of the State of Delaware on January 31, 2022;

WHEREAS, prior to the IPO (as defined below), the Company was governed by that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of April 6, 2022 (the “Existing LLC Agreement”), which Yuma, Yuma Sub and the Series A Investor executed in their capacity as Members (collectively, the “Pre-IPO Members”);

WHEREAS, the Pre-IPO Members, being the Members of the Company prior to the IPO, desire to have PubCo effect an initial public offering (the “IPO”) of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and PubCo desires to use the net proceeds received from the IPO (the “IPO Net Proceeds”) to purchase a number of Common Units (as defined below) from Yuma equal to the number of shares of Class A Common Stock issued by PubCo in the IPO;

WHEREAS, in connection with the IPO, the Series A Investor’s Series A Preferred Units shall be automatically converted into Common Units and Class B common stock, par value $0.0001 per share, of PubCo (the “Class B Common Stock”) pursuant to Section 10.03(a)(i) of the Existing LLC Agreement and the owners of securities of certain Blocker Corporations (as defined in the Existing LLC Agreement) shall receive a number of shares of Class A Common Stock with a value equal to the Common Units that such Blocker Corporation would have received had it participated in the Qualified Public Offering in the same manner as other Series A Members (as defined in the Existing LLC Agreement) that are not Blocker Corporations pursuant to Section 10.03(a)(ii) of the Existing LLC Agreement;

WHEREAS, following the IPO, the Pre-IPO Members will be the holders of all shares of Class B Common Stock;

WHEREAS, in connection with the IPO, the Pre-IPO Members, as all of the members of the Company immediately prior to the Effective Date, desire to amend and restate the Existing LLC Agreement of the Company as in effect immediately prior to the Effective Date to be in the form of this Agreement as of the Effective Date to reflect (a) a recapitalization of the Company’s Member’s interests (as set forth in Section 3.03 hereof) (the “Recapitalization”), (b) immediately following the purchase by PubCo of Common Units using the IPO Net Proceeds, the addition of PubCo as a Member of the Company and its designation as sole Manager (as defined herein) and (c) the rights and obligations of the Members of the Company that are enumerated and agreed upon in the terms of this Agreement;

WHEREAS, immediately following the consummation of the IPO, PubCo will purchase existing Common Units held by Yuma using the IPO Net Proceeds in the IPO Common Unit Purchase (as defined herein) pursuant to the IPO Common Unit Purchase Agreement (as defined herein); and

WHEREAS, in the event the underwriters for the IPO exercise their 30-day over-allotment option to purchase additional shares of Class A Common Stock from PubCo (the “Over-Allotment Option”), PubCo will issue such additional shares of Class A Common Stock in connection with the IPO and use the resulting additional net proceeds received by PubCo (the “Over-Allotment Option Net Proceeds”) to purchase existing Common Units held by Yuma.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.01 Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Accredited Investor” has the meaning ascribed to such term in the regulations promulgated under the Securities Act, as amended by Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“Act” means the Delaware Limited Liability Company Act.

“Additional Member” has the meaning specified in Section 11.02.

“Adjusted Capital Account” means, with respect to any Member, the balance, if any, in such Member’s Capital Account as of the end of the relevant Tax Year or other period, after giving effect to the following adjustments:

(a) add to such Capital Account any amounts which such Member is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore to the Company pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

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(b) subtract from such Capital Account such Member’s share of the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and will be interpreted consistently therewith.

“Admission Date” has the meaning specified in Section 10.06.

“Affiliate” means (a) with respect to any Person that it an Entity, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such first Person, including any general partner, managing member, officer, director or trustee of such first Person, or any investment fund now or hereafter existing that is Controlled by or under common Control with one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such first Person and (b) with respect to any Person who is a natural person, (i) any Entity under such natural person’s 100% ownership and Control (and as long as it remains under such ownership and Control) or any Entity in which such natural person owns a majority of the voting interests and the remaining owners of such Entity are Family Members of such natural person, (ii) any Family Member of such natural person and (iii) any trust, custodianship or other fiduciary account for the sole benefit of such natural person.

“Aggregate Unit Sharing Percentage” means, as to any Member, as of the time of determination, the percentage obtained by dividing (a) the number of Units held by such Member by (b) the total number of issued and outstanding Units.

“Agreement” has the meaning set forth in the preamble hereto.

“Assignee” means a Person to whom a Unit has been transferred but who has not become a Member pursuant to Article XI.

“Assumed Tax Rate” means a percentage, as reasonably determined by the Manager, that is equal to the highest marginal income tax rate (taking into account federal, state and local income taxes and including, for the avoidance of doubt, the tax rate imposed on “net investment income” by Code Section 1411) applicable to a corporation doing business, or an individual resident in, New York, New York or San Francisco, California (whichever is greater), utilizing the rates for ordinary income or capital gain depending on the character of the income and gain.

“Available Cash” means, as of any relevant date on which a determination is being made by the Manager regarding a potential distribution pursuant to Section 5.01(a), the amount of cash that could be distributed by the Company for such purposes in accordance with the Credit Agreements (and without otherwise violating any applicable provisions of any of the Credit Agreements), if any such Credit Agreements are in place, and applicable Law.

“Business Day” means any day other than a Saturday, Sunday or legal holiday on which banks in San Francisco, California, are authorized or obligated by Law to close.

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“Capital Account” means the Capital Account maintained for each Member on the Company’s books and records in accordance with the following provisions:

(a) To each Member’s Capital Account there will be added (i) the amount of cash and the Gross Asset Value of any other asset contributed by such Member to the Company pursuant to any provision of this Agreement, (ii) such Member’s allocable share of Profits and any items in the nature of income or gain that are specially allocated to such Member pursuant to Sections 5.02(a) and 5.02(b) hereof or other provisions of this Agreement and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any property distributed to such Member.

(b) From each Member’s Capital Account there will be subtracted (i) the amount of cash and the Gross Asset Value of any other Company assets distributed to such Member pursuant to any provision of this Agreement, (ii) such Member’s allocable share of Losses and any other items in the nature of expenses or losses that are specially allocated to such Member pursuant to Sections 5.02(a) and 5.02(b) or other provisions of this Agreement and (iii) liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(c) In the event any Units are Transferred in accordance with the terms of this Agreement, the transferee will succeed to the Capital Account of the transferor to the extent it relates to the Units that are Transferred in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(1).

(d) Determination of the amount of any liability for purposes of subparagraphs (a) and (b) above will take into account Code Section 752(c) and any other applicable provisions of the Code and Treasury Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and will be interpreted and applied in a manner consistent with such Treasury Regulations. In the event that the Manager reasonably determines that it is necessary to modify the manner in which the Capital Accounts, or any additions or subtractions thereto, are computed in order to comply with such Treasury Regulations, the Manager may make such modification; provided that it is not likely to have a material effect on the amounts distributable to any Member pursuant to Article XIII hereof upon the dissolution of the Company.

“Capital Contribution” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member (or such Member’s predecessor) contributes (or is deemed to contribute) to the Company pursuant to Article III hereof.

“Cash Exchange Payment” has the meaning specified in the Exchange Agreement.

“Certificate” has the meaning set forth in the recitals hereto.

“Certificate of Conversion” has the meaning set forth in the recitals hereto.

“Certificate of Formation” means the Certificate of Formation of the Company.

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“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person and its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and excluding the Permitted Transferees) becomes the “beneficial owner” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares of Class A Common Stock, Class B Common Stock, preferred stock and/or any other class or classes of capital stock of PubCo (if any) representing in the aggregate more than fifty percent (50%) of the voting power of all of the outstanding shares of capital stock of PubCo entitled to vote;

(b) the stockholders of PubCo approve a plan of complete liquidation or dissolution of PubCo or there is consummated an agreement or series of related agreements for the sale or other disposition, directly or indirectly, by PubCo of all or substantially all of PubCo’s assets (including a sale of all or substantially all of the assets of the Company); or

(c) there is consummated a merger or consolidation of PubCo with any other corporation or entity, and, immediately after the consummation of such merger or consolidation, the voting securities of PubCo immediately prior to such merger or consolidation do not continue to represent, or are not converted into, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof.

For the avoidance of doubt, any transactions undertaken by the Company and its Affiliates, including any merger, consolidation, combination, restructuring, conversion, contribution, transfer or other disposition, in connection with or related to the consummation of a Qualified Public Offering (including the transactions contemplated by the Merger Agreement and the consummation of the Qualified Public Offering itself) shall not be deemed to be a Change of Control. Furthermore, a Change of Control shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the beneficial holders of the Class A Common Stock, Class B Common Stock, preferred stock and/or any other class or classes of capital stock of PubCo immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of PubCo immediately following such transaction or series of transactions.

“Change of Control Date” has the meaning set forth in Section 10.08(a).

“Change of Control Transaction” means any Change of Control that was approved by the PubCo Board prior to such Change of Control.

“Charter” means the Certificate of Incorporation of PubCo, as in effect from time to time.

“Class A Common Stock” has the meaning set forth in the recitals hereto.

“Class B Common Stock” has the meaning set forth in the recitals hereto.

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“Class B Purchase Agreement” means that certain Class B Purchase Agreement, dated on or around the date hereof, by and among PubCo, Yuma, Yuma Sub and the Series A Investor.

“Code” means the Internal Revenue Code of 1986.

“Common Member” means any Member holding Common Units and identified as a Common Member on Schedule A, as such may be amended, supplemented or otherwise modified from time to time by the Manager pursuant to and in accordance with this Agreement.

“Common Unit” means a Unit designated as a “Common Unit” with the rights, privileges, preferences, duties, liabilities and obligations set forth in this Agreement with respect to Common Units.

“Common Unit Sharing Percentage” means, as to any Common Member, as of the time of determination, the percentage obtained by dividing (a) the number of Common Units held by such Common Member by (b) the total number of issued and outstanding Common Units.

“Company” has the meaning set forth in the preamble hereto.

“Company Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase “partnership minimum gain.”

“Confidential Information” has the meaning set forth in Section 7.02(a).

“Contracting Parties” has the meaning set forth in Section 6.13.

“Control” as to any Entity means the possession, directly or indirectly, through one or more intermediaries, of the power to direct or cause the direction of the management or policies of such Entity, whether through ownership of voting securities, by contract or otherwise.

“Covered Persons” has the meaning set forth in Section 6.12(a).

“Credit Agreement(s)” means any promissory note, mortgage, loan agreement, indenture or similar instrument or agreement to which the Company or any of its Subsidiaries is or becomes a borrower, as such instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time and including any one or more refinancing or replacements thereof, in whole or in part, with any other debt facility or debt.

“Depreciation” means, for each Tax Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Tax Year or other period, except that (a) with respect to any property the Gross Asset Value of which differs from its adjusted tax basis for federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Tax Year or other period will be the amount of book basis recovered for such Tax Year or other period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2) and (b) with respect to any other property the Gross Asset Value of which differs from its adjusted basis for federal income tax purposes at the beginning of such Tax Year or other period, Depreciation for such Tax Year or other period will

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be an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Tax Year or other period bears to such beginning adjusted tax basis. Notwithstanding the foregoing, if the federal income tax depreciation, amortization or other cost recovery deduction for such Tax Year or other period is zero, then, for the purposes of clause (a) of the preceding sentence, Depreciation will be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Manager.

“Discount” has the meaning set forth in Section 6.06.

“Distribution” means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that none of the following shall be a Distribution: (a) any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units or (b) any other payment made by the Company to a Member that is not properly treated as a “distribution” for purposes of Sections 731, 732, or 733 or other applicable provisions of the Code.

“Effective Date” has the meaning set forth in the preamble hereto.

“Entity” means any Person that is not a natural person.

“Equity Plan” means any stock or equity purchase plan, restricted stock, phantom stock or equity plan or other similar equity compensation plan (other than any component thereof constituting a Stock Option Plan) now or hereafter adopted by the Company or PubCo, including the Plan.

“Equity Securities” means (a) Units or other equity interests in the Company or any Subsidiary of the Company (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by the Manager pursuant to the provisions of this Agreement, including rights, powers and/or duties senior to existing classes and groups of Units and other equity interests in the Company or any Subsidiary of the Company), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other equity interests in the Company or any Subsidiary of the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the Company or any Subsidiary of the Company.

“Event of Withdrawal” means the bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company. “Event of Withdrawal” shall not include an event that (a) terminates the existence of a Member for income tax purposes (including, without limitation, (i) a change in entity classification of a Member under Treasury Regulation Section 301.7701-3, (ii) a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or (iii) merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member) but that (b) does not terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member).

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“Exchange” has the meaning specified in the Exchange Agreement.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Agreement” means the Exchange Agreement dated on or about the date hereof, by and among the Company, PubCo and the other parties thereto, as the same may be amended, restated or supplemented from time to time.

“Exchanging Holder” has the meaning specified in the Exchange Agreement.

“Existing LLC Agreement” has the meaning set forth in the recitals hereto.

“Fair Market Value” of a specific asset will mean the amount which the Company would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value, as such amount is reasonably determined by the Manager (or, if pursuant to Section 13.02, the Liquidators) in its good faith judgment using all factors, information and data it deems to be pertinent.

“Family Member” means, with respect to any natural person, a parent, child and sibling (whether by blood, through adoption or in-law) or spouse or domestic partner of such natural person.

“Fiscal Half Year” has the meaning set forth in Section 2.06.

“Fiscal Quarter” has the meaning set forth in Section 2.06.

“Fiscal Year” has the meaning set forth in Section 2.06.

“Governmental Authority” means any federal, state, local, or foreign government or any court, arbitral tribunal, administrative or regulatory agency, or other governmental authority, agency, or instrumentality.

“Green Shoe Common Unit Purchase” has the meaning set forth in Section 3.03(b).

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Member to the Company is the Fair Market Value of such asset;

(b) the Gross Asset Value of all Company assets immediately prior to the occurrence of any event described in subparagraphs (i) through (v) below may be adjusted to equal their respective Fair Market Values, as reasonably determined by the Manager, as of the following times:

(i) the acquisition of any Units by a new or existing Member in exchange for more than a de minimis Capital Contribution, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative Aggregate Unit Sharing Percentage of the Members;

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(ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for Units, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative Aggregate Unit Sharing Percentage of the Members;

(iii) the liquidation or dissolution of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(iv) the grant of more than a de minimis number of Units as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in its capacity as a Member, or by a new Member acting in its capacity as a Member or in anticipation of becoming a Member of the Company, if the Manager reasonably determines that such adjustment is necessary or appropriate to reflect the relative Aggregate Unit Sharing Percentage of the Members;

(v) the acquisition of any Units in the Company by a new or existing Member upon the exercise of a non-compensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); and

(vi) at such other times as the Manager may reasonably determine to be necessary or advisable in order to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2;

provided, however, that if any non-compensatory option is outstanding upon the occurrence of an event described in the foregoing clauses (other than, if applicable, the non-compensatory options being exercised that give rise to the occurrence of such event), the Company shall adjust the Gross Asset Value of its assets in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2).

(c) the Gross Asset Value of any Company asset distributed to a Member shall be the Fair Market Value of such asset (taking Code Section 7701(g) into account) on the date of distribution; and

(d) the Gross Asset Values of Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), except that Gross Asset Values will not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) above is made in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

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“Indemnified Losses” has the meaning set forth in Section 6.10(c).

“Indemnitee” has the meaning set forth in Section 6.10(c).

“Interest Rate” means a rate per annum equal to the lesser of (a) a varying rate per annum that is equal to the interest rate publicly quoted by JPMorgan Chase Bank (or its successor) from time to time as its prime commercial or similar reference interest rate, with adjustments in that varying rate to be made on the same date as any change in that rate, compounded annually, and (b) the maximum rate permitted by applicable Law.

“Investment Company Act” has the meaning set forth in Section 3.14(j).

“Investor Change of Control” means, with respect to the Series A Investor, the consummation of any transaction or series of related transactions which, directly or indirectly, result in (a) equityholders of the Series A Investor as of the date hereof ceasing to own more than 50% of the outstanding equity interests of the Series A Investor or (b) the Persons controlling the Series A Investor as of the date hereof (together with the Affiliates thereof) cease to control the Series A Investor.

“IPO” has the meaning set forth in the recitals hereto.

“IPO Common Unit Purchase” has the meaning set forth in Section 3.03(b).

“IPO Common Unit Purchase Agreement” means that certain Common Unit Purchase Agreement, dated on or around the date hereof, by and between PubCo and Yuma.

“IPO Net Proceeds” has the meaning set forth in the recitals hereto.

“Joinder Agreement” means the Joinder Agreement substantially in the form of Exhibit A.

“Law” means all laws, statutes, ordinances, rules and regulations of any Governmental Authority.

“Liquidator” has the meaning specified in Section 13.02.

“LLC Employee” means an employee of, or other service provider (including, without limitation, any management member whether or not treated as an employee for the purposes of U.S. federal income tax) to, the Company or any of its Subsidiaries, in each case acting in such capacity.

“Manager” has the meaning set forth in Section 6.01(a).

“Market Price” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Stock Exchange or, if the Class A Common Stock is not listed or admitted to trading on the Stock Exchange, as reported on the

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principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in shares of Class A Common Stock selected by the PubCo Board or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as determined in good faith by the PubCo Board.

“Member” means, as of any date of determination, (a) each of the members named on the Schedule of Members and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with Article XI, but in each case only so long as such Person is shown on the Company’s books and records as the owner of one or more Units, each in its capacity as a member of the Company.

“Member Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3) with respect to “partner minimum gain.”

“Member Nonrecourse Debt” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.”

“Member Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2) for the phrase “partner nonrecourse deductions.”

“Merger Agreement” means the Agreement and Plan of Merger by and among Flex Ltd., Yuma, PubCo and Yuma Acquisition Corp. dated on or around the Effective Date.

“Nonparty Affiliates” has the meaning set forth in Section 6.13.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(3) and 1.752-1(a)(2).

“Officer” has the meaning set forth in Section 6.01(b).

“Optionee” means a Person to whom a stock option is granted under any Stock Option Plan.

“Other Agreements” has the meaning set forth in Section 10.04.

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“Other Indemnitor” has the meaning set forth in Section 6.11(a).

“Over-Allotment Option” has the meaning set forth in the recitals hereto.

“Over-Allotment Option Net Proceeds” has the meaning set forth in the recitals hereto.

“Partially Adjusted Capital Account” means, with respect to each Tax Year and with respect to each Person who was a Member during such Tax Year, the Capital Account balance of such Person at the beginning of such Tax Year, adjusted as set forth in the definition of the term Capital Account for all contributions and distributions during such Tax Year and all special allocations pursuant to Section 5.02(b) made to such Person for such Tax Year, but before giving effect to any allocations of Profits or Losses (or items thereof).

“Partnership Representative” has the meaning assigned to that term in Code Section 6223 and any Treasury Regulations or other administrative or judicial pronouncements promulgated thereunder, and shall include any similar capacity or role under state or local law.

“Partnership Tax Audit Rules” means Code Sections 6221 through 6241, together with any guidance issued thereunder or successor provisions and any similar or corresponding provisions of state or local law.

“Percentage Interest” means, as among an individual class of Units and with respect to a Member at a particular time, such Member’s percentage interest in the Company determined by dividing the number of such Member’s Units of such class by the total number of Units of all Members of such class at such time. The Percentage Interest of each Member shall be calculated to the fourth decimal place.

“Permitted Transfer” has the meaning set forth in Section 10.02.

“Permitted Transferee” has the meaning set forth in Section 10.02.

“Person” means any natural person, corporation, limited liability company, general partnership, limited partnership, venture, trust, business trust, unincorporated association, estate or other entity (including any Governmental Authority).

“Plan” means the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan as the same may be amended, restated or supplemented from time to time.

“Pre-IPO Members” has the meaning set forth in the recitals hereto.

“Profits” and “Losses” means, for each Tax Year or other period, an amount equal to the Company’s taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, deduction or credit required to be stated separately pursuant to Code Section 703(a)(1) will be included in taxable income or loss), with the following adjustments:

(a) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses will increase the amount of such income and/or decrease the amount of such loss;

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(b) any expenditure of the Company described in Code Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses, will decrease the amount of such income and/or increase the amount of such loss;

(c) gain or loss resulting from any disposition of Company assets where such gain or loss is recognized for federal income tax purposes will be computed by reference to the Gross Asset Value of the Company assets disposed of, notwithstanding that the adjusted tax basis of such Company assets differs from its Gross Asset Value;

(d) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such income or loss, Depreciation will be taken into account for such Fiscal Year or other period;

(e) to the extent an adjustment to the adjusted tax basis of any asset included in Company assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Units, the amount of such adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and will be taken into account for the purposes of computing Profits and Losses;

(f) if the Gross Asset Value of any Company asset is adjusted in accordance with subparagraph (b) or subparagraph (c) of the definition of “Gross Asset Value” above, the amount of such adjustment will be taken into account in the taxable year of such adjustment as gain or loss from the disposition of such asset for purposes of computing Profits or Losses; and

(g) notwithstanding any other provision of this definition of “Profits” and “Losses”, any items that are specially allocated pursuant to Section 5.02(b) hereof will not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 5.02(b) hereof will be determined by applying rules analogous to those set forth in this definition of Profits and Losses.

“PubCo” has the meaning set forth in the preamble hereto.

“PubCo Board” means the board of directors of PubCo.

“PubCo Offer” has the meaning set forth in Section 10.08(b).

“Qualified Public Offering” means (a) a firm underwritten initial public offering of PubCo that has a public float of no less than 15% of the pro forma outstanding common equity securities of PubCo, (b) a direct listing or (c) a business combination with a special purpose acquisition company which, in the case of clause (c), shall result in non-Affiliates of the Members holding at least 20% of PubCo’s pro forma outstanding common equity securities on a national stock exchange in the United States.

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“Recapitalization” has the meaning set forth in the recitals hereto.

“Reorganization” has the meaning set forth in the recitals hereto.

“Right to Compete” has the meaning set forth in Section 6.12(a).

“Securities Act” means the Securities Act of 1933.

“Series A Investor” means TPG Rise Flash, L.P., a Delaware limited partnership.

“Series A Preferred Units” has the meaning set forth in the Existing LLC Agreement.

“Share Settlement” has the meaning specified in the Exchange Agreement.

“Specified Member” means any Member that holds Units, at the applicable time, representing more than 5% of the Aggregate Unit Sharing Percentage.

“Stock Exchange” means the Nasdaq Global Select Market (or any other market of Nasdaq).

“Stock Option Plan” means any stock option plan now or hereafter adopted by the Company or by PubCo, including the Plan.

“Subsidiary” means, with respect to any specified Entity, any other Entity which is Controlled by such specified Entity.

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 11.01.

“Target Capital Account” means, with respect to each Tax Year and with respect to each Person who was a Member during such Tax Year, the amount (which may be either a positive or a deficit balance) equal to the difference between (a) the amount of the hypothetical distribution (if any) that such Person would receive if, on the last day of such Tax Year, (i) all Company assets, including cash, were sold for cash equal to their Gross Asset Values, taking into account any adjustments thereto for such Tax Year, (ii) all Company liabilities were satisfied in cash according to their terms (limited, with respect to each nonrecourse liability, to the Gross Asset Values of the assets securing such liability) and (iii) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Article XIII and (b) the sum of (i) the amount, if any, without duplication, that such Person would be obligated to contribute to the capital of the Company pursuant to any provision of this Agreement, if applicable, (ii) such Person’s share of Company Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(g) and (iii) such Person’s share of Member Minimum Gain determined pursuant to Treasury Regulations Section 1.704-2(i)(5), all computed immediately prior to the hypothetical sale described in clause (a) hereof.

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“Tax Receivable Agreement” means the Tax Receivable Agreement, dated on or about the date hereof, by and among PubCo and each other party thereto, as the same may be amended or restated from time to time.

“Tax Year” has the meaning set forth in Section 2.06.

“Third Party Payor” has the meaning set forth in Section 6.11(b)(ii).

“Trading Day” means a day on which the Stock Exchange or such other principal United States securities exchange on which the Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer” (and, with a correlative meaning, “Transferred” and “Transferring”) means any sale, transfer, assignment, redemption, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities or (b) any equity or other interest (legal or beneficial) in any Member if substantially all of the assets of such Member consist solely of Units; provided, however, that in each case, any sale, assignment disposition, exchange, pledge, encumbrance, hypothecation, foreclosure or other transfer of any equity interests in the Series A Investor or any of its direct or indirect parent Entities that does not constitute an Investor Change of Control shall not be deemed a “Transfer” except for purposes of Section 10.07(b)(vi).

“Treasury Regulations” means temporary and final Treasury Regulations promulgated under the Code.

“U.S. GAAP” has the meaning set forth in Section 1.02(a).

“UCC” has the meaning set forth in Section 4.01(b).

“Units” means the fractional interest of a Member in Profits, Losses and Distributions of the Company, and otherwise having the rights and obligations specified with respect to “Units” in this Agreement; provided, however, that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement applicable to such class or group of Units.

“Unvested Corporate Shares” means shares of Class A Common Stock issuable pursuant to awards granted under the Plan that are not Vested Corporate Shares.

“Value” means (a) for any Stock Option Plan, the Market Price for the Trading Day immediately preceding the date of exercise of a stock option under such Stock Option Plan and (b) for any Equity Plan other than a Stock Option Plan, the Market Price for the Trading Day immediately preceding the Vesting Date.

“Vested Corporate Shares” means the shares of Class A Common Stock issued pursuant to awards granted under the Plan that are vested pursuant to the terms thereof or any award or similar agreement relating thereto

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“Vesting Date” has the meaning set forth in Section 3.09(c)(ii).

“Yuma” means Yuma, Inc., a Delaware corporation.

“Yuma Sub” means Yuma Subsidiary, Inc., a Delaware corporation.

1.02 Construction.

(a) Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and defined terms herein shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. The words “includes” or “including” shall mean “including without limitation”, the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import shall refer to this Agreement as a whole, including the Schedules and Exhibits attached hereto, and not to any particular subdivision hereof unless expressly so limited, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if,” and the word “or” shall have the inclusive meaning represented by the phrase “and/or.” All references to Articles and Sections shall refer to articles and sections of this Agreement unless otherwise specified, all references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the section or subsection in which the reference occurs, and all references to Schedules and Exhibits are to schedules and exhibits attached hereto, each of which is made a part hereof for all purposes. All references to any Person shall include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person(s) succeeding to its functions and capacities, all references to any Affiliate of any Person include references to such Person’s Affiliates at the time of determination, all references to any contract, agreement or other instrument (including this Agreement) or Law shall refer to such contract, agreement, instrument or Law as amended, modified or supplemented from time to time in accordance with its terms, as applicable, and in effect at any given time (and, in the case of any Law, to any successor provisions), and all references to any federal, state, local or foreign law shall be deemed also to refer to all rules, regulations and exemptions promulgated thereunder. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision will be applicable whether such action is taken directly or indirectly by such Person, including actions taken by another Person on behalf of or at the direction of such Person. The terms “dollars” and “$” means U.S. dollars, the lawful currency of the United States. All accounting terms used herein and not otherwise defined herein will have the meanings accorded them in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and, except as expressly provided herein, all accounting determinations will be made in accordance with such accounting principles in effect from time to time. Any reference in this Agreement to a “day” or a number of “days” (without explicit reference to “Business Days”) shall be interpreted as a reference to a calendar day or number of calendar days. Any reference in this Agreement to “close of business” shall be interpreted as 6:00 p.m. in San Francisco, California. For all purposes of this Agreement, if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. When any provision of this Agreement authorizes any action, consent, approval, election, decision or determination by any Member or the Manager, unless and to the extent such provision of this Agreement expressly qualifies such authorization, such authorization shall include the authority of such Member or the Manager to exercise its sole

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and absolute discretion in respect of such action, consent, approval, election, decision or determination; provided, that such Member or the Manager will at all times exercise such discretion in accordance with the implied contractual covenant of good faith and fair dealing, and the exercise of such discretion authorized by this Agreement shall be presumed to have met the standard of good faith and fair dealing which presumption may be rebutted by evidence to the contrary.

(b) Each Member acknowledges that it and its attorneys and other advisers have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

2.01 Continuation of the Company. In connection with the Reorganization, the Company was converted to a Delaware limited liability company by the filing of the Certificate of Conversion in the office of the Secretary of State of the State of Delaware pursuant to the Act on January 31, 2022. The Members desire to continue the Company for the purposes and upon the terms and conditions hereinafter set forth. Except as provided herein, the rights, privileges, preferences, duties, liabilities and obligations of each Member shall be as provided in the Act.

2.02 Name. The name of the Company is Nextracker LLC. The Manager in its sole discretion may change the name of the Company at any time and from time to time. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Manager.

2.03 Registered Office; Registered Agent. The registered office of the Company in the State of Delaware will be the initial registered office designated in the Certificate of Conversion or such other office (which need not be a place of business of the Company) as the Manager may designate from time to time in the manner provided by Law. The registered agent of the Company in the State of Delaware will be the initial registered agent designated in the Certificate of Conversion, or such other Persons as the Manager may designate from time to time in the manner provided by Law.

2.04 Principal Office. The principal office of the Company will initially be at 6200 Paseo Padre Parkway, Fremont, California 94555, or such other location as the Manager may designate from time to time, which need not be in the State of Delaware. The Company may have such other offices as the Manager may reasonably determine to be appropriate.

2.05 Purpose; Powers. The purposes of the Company are to engage in any activity and/or business for which limited liability companies may be formed under the Act. The Company shall possess and, subject to the limitations herein expressed, may exercise, all powers necessary, convenient or incidental to the conduct, promotion or attainment of its business, purposes or activities to the fullest extent provided by the Act.

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2.06 Fiscal Year; Fiscal Half Year; Fiscal Quarter. The fiscal year of the Company (the “Fiscal Year”) for financial statement purposes will end on March 31 unless otherwise determined by the Manager. The tax year of the Company (the “Tax Year”) for income tax purposes will end on March 31 unless otherwise required under the Code. The fiscal half years of the Company (each, a “Fiscal Half Year”) shall be the six-month periods commencing on April 1 and October 1 of any Fiscal Year and ending on the next September 30 and March 31, respectively. The fiscal quarters of the Company (each a “Fiscal Quarter”) shall be the three-month periods commencing on April 1, July 1, October 1 and January 1 of any Fiscal Year and ending on the next June 30, September 30, December 31 and March 31, respectively.

2.07 Foreign Qualification Governmental Filings. Prior to the Company’s conducting business in any jurisdiction other than the State of Delaware, the Company will comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in such jurisdiction. Each Officer is authorized, on behalf of the Company, to execute, acknowledge, swear to and deliver all certificates and other instruments as may be necessary or appropriate in connection with such qualifications. Further, each Member will execute, acknowledge, swear to and deliver all certificates and other instruments that are necessary or appropriate to qualify, or, as appropriate, to continue or terminate such qualification of, the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

2.08 Term. The Company shall continue in existence until it is dissolved and its affairs wound up in accordance with the Act or this Agreement.

ARTICLE III

MEMBERS; UNITS

3.01 Members.

(a) PubCo. On the Effective Date and concurrently with the IPO Common Unit Purchase, PubCo shall be automatically admitted to the Company as a Member.

(b) Schedule of Members. The Company shall maintain a schedule setting forth: (i) the name and address of each Member; and (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member (such schedule, the “Schedule of Members”). The applicable Schedule of Members in effect as of the Effective Date and after giving effect to the Recapitalization is set forth as Schedule A to this Agreement. The Company shall also maintain a record of: (1) the aggregate amount of cash Capital Contributions that has been made by the Members with respect to their Units; and (2) the Fair Market Value of any property other than cash contributed by the Members with respect to their Units (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) in its books and records. The Schedule of Members may be updated by the Manager in the Company’s books and records from time to time, and as so updated, it shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member; provided that a failure to update such Schedule of Members or an error in such Schedule of members shall not be binding on the Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

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(c) Loans, Borrowings and Capital Contributions. Except as otherwise required or permitted (as applicable) by this Agreement, no Member shall be required or permitted (without the approval of the Manager pursuant to Section 6.01) to (i) loan any money or property to the Company, (ii) borrow any money or property from the Company or (iii) make any additional Capital Contributions.

3.02 Issuance of Units; Additional Members.

(a) Units. Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of a single class of Common Units.

(b) Additional Units. Subject to Section 3.04(a), the Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of PubCo or class or series of preferred stock of PubCo, respectively; provided, that as long as there are any Members (other than PubCo and its Subsidiaries) (1) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (2) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units.

(c) Additional Classes. Subject to Section 14.06(b) and Section 14.06(d), the Manager may amend this Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Sections 3.02(b), 3.04(a) or 3.09.

3.03 Recapitalization; IPO Common Unit Purchase.

(a) Recapitalization. In connection with the Recapitalization, at the Effective Date, all Members’ interests issued and outstanding and held by the Pre-IPO Members prior to the execution and effectiveness of this Agreement are hereby cancelled and (i) [•] Common Units are hereby issued to Yuma and outstanding as of the Effective Date, (ii) [•] Common Units are hereby issued to Yuma Sub and outstanding as of the Effective Date and (iii) [•] Common Units are hereby issued to the Series A Investor and outstanding as of the Effective Date.

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(b) IPO Common Unit Purchase. Following the Recapitalization, immediately following the consummation of the IPO, PubCo will purchase [•] Common Units from Yuma at a purchase price per Common Unit equal to the initial public offering price per share of Class A Common Stock in the IPO, less any applicable Discount, pursuant to the IPO Common Unit Purchase Agreement (the “IPO Common Unit Purchase”). The IPO Common Unit Purchase shall be reflected on the Schedule of Members. In addition, to the extent the underwriters in the IPO exercise the Over-Allotment Option in whole or in part, upon the exercise of the Over-Allotment Option, PubCo will purchase a number of Common Units from Yuma equal to the number of shares of Class A Common Stock issued by PubCo in connection with the exercise of the Over-Allotment Option, at a purchase price per Common Unit equal to the initial public offering price per share of Class A Common Stock in the IPO, less any applicable Discount, pursuant to the IPO Common Unit Purchase Agreement (such purchase from Yuma, the “Green Shoe Common Unit Purchase”). The Green Shoe Common Unit Purchase shall be reflected on the Schedule of Members. For the avoidance of doubt, PubCo shall be admitted as a Member with respect to all Common Units it holds from time to time. Immediately prior to the consummation of the IPO Common Unit Purchase, pursuant to the Class B Purchase Agreement, PubCo will issue to each of Yuma, Yuma Sub and the Series A Investor (in exchange for cash consideration) a number of shares of Class B Common Stock equal to the number of Common Units held by such Person.

3.04 Authorization and Issuance of Additional Units.

(a) Additional Units. Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by PubCo to the Company, the Company and PubCo shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units and the Class A Common Stock or Class B Common Stock, as applicable, to maintain at all times (i) a one-to-one ratio between the number of Common Units owned by PubCo, directly or indirectly, and the number of outstanding shares of Class A Common Stock and (ii) a one-to-one ratio between the number of Common Units owned by Members (other than PubCo and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly, in each case, disregarding, for purposes of maintaining the one-to-one ratio, (A) Unvested Corporate Shares, (B) treasury stock or (C) preferred stock or other debt or equity securities (including, without limitation, warrants, options or rights) issued by PubCo that are convertible into or exercisable or exchangeable for Class A Common Stock or Class B Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by PubCo to the equity capital of the Company). Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by PubCo to the Company, in the event PubCo issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager and PubCo shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned, directly or indirectly, by PubCo will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. Except as otherwise determined by the Manager in connection with a contribution of cash or other assets by PubCo to the Company, in the event PubCo issues, transfers or delivers from treasury stock or repurchases or redeems PubCo’s preferred stock in a transaction not contemplated in this Agreement, the Manager and PubCo shall take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, PubCo, directly or indirectly, holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase

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or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially economically equivalent to the outstanding preferred stock of PubCo so issued, transferred, delivered, repurchased or redeemed. PubCo shall, concurrently with any action taken by the Company pursuant to the requirements of this Section 3.04, contribute the net proceeds (if any) received by PubCo in respect of the events which gave rise to the Company’s obligation to undertake any action pursuant to the requirements of this Section 3.04 to the equity capital of the Company. Except as otherwise determined by the Manager in its reasonable discretion, the Company and PubCo shall not undertake any subdivision (by any Common Unit split, stock split, Common Unit distribution, stock distribution, reclassification, division, recapitalization or similar event) or combination (by reverse Common Unit split, reverse stock split, reclassification, division, recapitalization or similar event) of the Common Units, Class A Common Stock or Class B Common Stock, as applicable, that is not accompanied by an identical subdivision or combination of Class A Common Stock, Class B Common Stock or Common Units, respectively, to maintain at all times (x) a one-to-one ratio between the number of Common Units owned, directly or indirectly, by PubCo and the number of outstanding shares of Class A Common Stock or (y) a one-to-one ratio between the number of Common Units owned by Members (other than PubCo and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly, in each case, unless such action is necessary to maintain at all times a one-to-one ratio between either the number of Common Units owned, directly or indirectly, by PubCo and the number of outstanding shares of Class A Common Stock or the number of Common Units owned by Members (other than PubCo and its Subsidiaries), directly or indirectly, and the number of outstanding shares of Class B Common Stock owned by such Members, directly or indirectly, as contemplated by the first sentence of this Section 3.04(a).

(b) Additional Classes. The Company shall only be permitted to issue additional Common Units, and/or establish other classes or series of Units or other Equity Securities in the Company to the Persons and on the terms and conditions provided for in Section 3.02, this Section 3.04, Section 3.09 and Section 3.10. Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement and/or establish other classes or series of Units or other Equity Securities in the Company at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member.

3.05 Repurchase or Redemption of shares of Class A Common Stock. Except as otherwise determined by the Manager in connection with the use of cash or other assets held by PubCo, if at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by PubCo for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held (directly or indirectly) by PubCo, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by PubCo (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by PubCo; provided, if PubCo uses the net proceeds from an issuance of Class A Common Stock to fund such repurchase or redemption, then the Company shall cancel a corresponding number of Common Units held (directly or indirectly) by PubCo for no consideration. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any repurchase or redemption if such repurchase or redemption would violate any applicable Law.

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3.06 Put Right. The Series A Investor may, at its option and at any time, upon written notice to the Company, tender any or all of its Common Units or other Equity Securities of the Company held by such Series A Investor to the Company for an aggregate purchase price of $1.00. The Company shall accept such tender as soon as practicable (and in no event later than five calendar days) after receipt by the Company of such notice, the certificate(s) representing such Units or Equity Securities (or a lost certificate affidavit), if applicable, and a stock power in respect of the Units or Equity Securities so transferred, and without a requirement for any further action by such Series A Investor, any other Member, the Company, or the Manager, except for the cancellation by PubCo of an equal number of shares of Class B Common Stock.

3.07 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

3.08 Loans From Members. Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

3.09 Corporate Stock Option Plans and Equity Plans.

(a) Options Granted to Persons other than LLC Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted over shares of Class A Common Stock to a Person other than an LLC Employee is duly exercised:

(i) PubCo shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to the exercise price paid to PubCo by such exercising Person in connection with the exercise of such stock option.

(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 3.09(a)(i), PubCo shall be deemed to have contributed to the Company as a Capital Contribution, in lieu of the Capital Contribution actually made and in consideration of additional Common Units, an amount equal to the Value of a share of Class A Common Stock as of the date of such exercise multiplied by the number of shares of Class A Common Stock then being issued by PubCo in connection with the exercise of such stock option.

(iii) PubCo shall receive in exchange for such Capital Contributions (as deemed made under Section 3.09(a)(ii)), a number of Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

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(b) Options Granted to LLC Employees. If at any time or from time to time, in connection with any Stock Option Plan, a stock option granted to an LLC Employee over shares of Class A Common Stock is duly exercised:

(i) PubCo shall sell to the Optionee, and the Optionee shall purchase from PubCo, for a cash price per share equal to the Value of a share of Class A Common Stock at the time of the exercise, the number of shares of Class A Common Stock equal to the quotient of (x) the exercise price payable by the Optionee in connection with the exercise of such stock option divided by (y) the Value of a share of Class A Common Stock at the time of such exercise.

(ii) PubCo shall sell to the Company (or if the Optionee is an employee of, or other service provider to, a Subsidiary, PubCo shall sell to such Subsidiary), and the Company (or such Subsidiary, as applicable) shall purchase from PubCo, a number of shares of Class A Common Stock equal to the difference between (x) the number of shares of Class A Common Stock as to which such stock option is being exercised minus (y) the number of shares of Class A Common Stock sold pursuant to Section 3.09(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Company (or such Subsidiary) shall be the Value of a share of Class A Common Stock as of the date of exercise of such stock option.

(iii) The Company shall transfer to the Optionee (or if the Optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such LLC Employee and as additional compensation (and not a distribution) to such LLC Employee, the number of shares of Class A Common Stock described in Section 3.09(b)(ii).

(iv) PubCo shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by PubCo in connection with the exercise of such stock option. PubCo shall receive for such Capital Contribution, a number of Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(c) Restricted Stock and Phantom Stock Granted to LLC Employees. If at any time or from time to time, in connection with any Equity Plan (other than a Stock Option Plan), any shares of Class A Common Stock are issued to an LLC Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such LLC Employee terminates his or her employment with the Company or any Subsidiary) in consideration for services performed for the Company or any Subsidiary:

(i) PubCo shall issue such number of shares of Class A Common Stock as are to be issued to such LLC Employee in accordance with the Equity Plan;

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(ii) On the date (such date, the “Vesting Date”) that the Value of such shares is includible in taxable income of such LLC Employee, the following events will be deemed to have occurred: (1) PubCo shall be deemed to have sold such shares of Class A Common Stock to the Company (or if such LLC Employee is an employee of, or other service provider to, a Subsidiary, to such Subsidiary) for a purchase price equal to the Value of such shares of Class A Common Stock, (2) the Company (or such Subsidiary) shall be deemed to have delivered such shares of Class A Common Stock to such LLC Employee, (3) PubCo shall be deemed to have contributed the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution, and (4) in the case where such LLC Employee is an employee of a Subsidiary, the Company shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) The Company shall issue to PubCo on the Vesting Date a number of Common Units equal to the number of shares of Class A Common Stock issued under Section 3.09(c)(i) in consideration for a Capital Contribution that PubCo is deemed to make to the Company pursuant to clause (3) of Section 3.09(c)(ii) above.

(d) The Plan and Future Stock Incentive Plans. The board of managers of the Company previously authorized the issuance of up to 27,000,000 Common Units pursuant to the terms of the Plan. Nothing in this Agreement shall be construed or applied to preclude or restrain PubCo from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of PubCo, the Company or any of their respective Affiliates (including taking such actions, as applicable, with respect to the Plan). The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by PubCo, amendments to this Section 3.09 may become necessary or advisable and that any approval or consent to any such amendments requested by PubCo shall be deemed granted by the Manager and the Members, as applicable, without the requirement of any further consent or acknowledgement of any other Member.

(e) Anti-dilution adjustments. For all purposes of this Section 3.09, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

3.10 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan. Except as may otherwise be provided in this Article III, all amounts received or deemed received by PubCo in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by PubCo to effect open market purchases of shares of Class A Common Stock, or (b) if PubCo elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by PubCo to the Company in exchange for additional Common Units. Upon such contribution, the Company will issue to PubCo a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

3.11 Repurchase and Redemption. Subject to the provisions of this Agreement, the Manager may cause the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire Units or other Equity Securities of the Company or any of its Subsidiaries from one or more holders thereof at any time.

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3.12 Liability to Third Parties. No Member shall have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise, except to the extent that any such liabilities or obligations are expressly assumed in writing by such Member.

3.13 Spouses of Members. The spouse of any Member that is a natural person shall not become a Member as a result of such marital relationship. Each spouse of a Member that is a natural person shall be required to execute an agreement in such form as is approved by the Manager to evidence his or her agreement and consent to be bound by the terms and conditions of this Agreement, as to such spouse’s Units, whether as community property or otherwise, if any, in the Units owned by such Member, and to acknowledge that the termination of the marital relationship between such spouse and such Member for any reason shall not have the effect of removing any Units otherwise subject to this Agreement from the coverage thereof.

3.14 Representations and Warranties of Members. Each Member severally, but not jointly, represents and warrants as of the Effective Date or any subsequent date on which such Member is admitted to the Company, and as of the acquisition of any additional Units, to the Company and the other Members that:

(a) Organization; Authority. Each such Member that is an Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation. Each such Member has full power and authority (and, if such Member is an Entity, has taken all necessary legal entity action) to execute and delivery this Agreement and perform its obligations hereunder.

(b) Binding Obligations. This Agreement has been duly and validly executed and delivered by such Member and constitutes the binding obligation of such Member enforceable against such Member in accordance with its terms, subject to applicable bankruptcy, insolvency or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and to general principles of equity.

(c) No Conflict. The execution, delivery and performance by such Member of this Agreement does not and will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of Law to which such Member is subject, (ii) conflict with, or result in a breach or default under, any material contract, agreement or other arrangement to which such Member is a party or by which it is bound or (iii) to the extent applicable, conflict with, or result in a breach or default under, any term or condition of its organizational documents, except in the case of each of clauses (i) and (ii), as would not reasonably be expected to, individually or in the aggregate, have an adverse effect on such Member’s ability to perform its obligations hereunder.

(d) Acquisition Entirely For Own Account. The Units being acquired by such Member are being acquired for investment for such Member’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof. Such Member has no present intention of selling, transferring, granting any participation in, or otherwise distributing the same. Such Member does not have any contract, agreement or other arrangement with any Person to sell, transfer, grant participation rights in or otherwise distribute any such Units to such Person or to any other Person.

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(e) No Registration. Such Member understands that the Units, at the time of issuance, are not registered under the Securities Act on the basis that the issuance of Units hereunder is exempt from registration under the Securities Act and state securities Laws, and the representations and warranties of the Member contained in this Agreement are essential to any claim of exemption by the Company from such registration. Such Member is aware that only the Company can take action to register Units under the Securities Act and that, at the time of issuance, the Company is under no obligation to do so.

(f) Independent Investigation. Such Member has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and such Member has been provided access to the personnel, properties, books and records of the Company and its Subsidiaries sufficient to make an informed investment decision regarding its acquisition of Units and entry into this Agreement.

(g) Non-Reliance. No promise, agreement, representation, warranty or other statement that is not expressly set forth in this Agreement or any other agreement between the Members or their respective Affiliates has been made to such Member by any other Member or any of its Affiliates or representatives with respect to such Member’s decision to acquire Units or enter into this Agreement, and such Member is not relying upon any such promise, agreement, representation, warranty or other statement of any other Member or any of its Affiliates or representatives for such decision. Such Member is relying upon its own judgment and due diligence and the advice of its own counsel and other advisors for such decision.

(h) Investment Experience. Such Member has such knowledge and experience in financial and business matters to enable such Member to evaluate the merits and risks of an investment in the Units and to make an informed investment decision and understands that (i) such investment is suitable only for an investor that is able to bear the economic consequences of losing its entire investment, (ii) the acquisition of Units hereunder is a speculative investment that involves a high degree of risk of loss of the entire investment and (iii) there are substantial restrictions on the transferability of, and there is no public market for, the Units.

(i) Accredited Investor. Such Member is an Accredited Investor and has not taken, and will not take, any action that could have an adverse effect on the availability of the exemption from registration provided by Regulation D promulgated under the Securities Act with respect to the offer and sale of the Units being acquired by such Member.

(j) Qualified Purchaser. Such Member is a “qualified purchaser” as defined in the Investment Company Act of 1940 (the “Investment Company Act”) and within the meaning of Section 3(c)(7) of the Investment Company Act.

(k) Restricted Securities. Such Member understands that the Units are “restricted securities” as such term is defined in Rule 144 promulgated under the Securities Act and, except in limited circumstances in compliance with the applicable terms of this Agreement and the Securities Act, may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

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(l) “Bad Actor” Representations. The information in Schedule B is accurate with respect to such Member. Such Member further agrees that it will promptly inform the Company in writing if at any time after the Effective Date any of the representations in Schedule B are no longer accurate with respect to such Member. The information in Schedule B remains accurate with respect to such Member until the date on which such Member has otherwise notified the Company in writing in accordance with the immediately preceding sentence.

ARTICLE IV

CAPITAL CONTRIBUTIONS

4.01 Units.

(a) The Company shall maintain a separate Capital Account for each Member.

(b) Each Unit shall constitute and shall remain a “security” within the meaning of Section 8-102(a)(15) of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “UCC”) and of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding anything herein to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the UCC, such provision of Article 8 of the UCC shall be controlling.

(c) The Units shall not be certificated as of the Effective Date; provided, that from and after the Effective Date, the Company may (but shall have no obligation to) issue certificates to evidence the Units in a form approved by the Manager. Any certificates evidencing the Units shall bear a legend reflecting the applicable restrictions on the transfer of such securities as reasonably determined by the Manager.

(d) The Company may issue fractional Units.

4.02 Capital Contributions. Except as otherwise expressly provided for in this Agreement, no additional Capital Contributions shall be required from any Member from and after the Effective Date without such Member’s prior written consent, and no Member shall have any obligation to restore any deficit balance in such Member’s Capital Account.

ARTICLE V

DISTRIBUTIONS AND ALLOCATIONS

5.01 Distributions.

(a) Distributions of Available Cash. To the extent permitted by applicable Law and hereunder, Distributions to Members may be declared by the Manager out of Available Cash or other funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the Manager shall determine using such record date as the Manager may designate; such Distributions shall be made to the Members as of the close of business on such record date on a pro rata basis in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Manager shall

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have the obligation to make Distributions as set forth in Sections 5.01(b) and 13.02; and provided further that, notwithstanding any other provision herein to the contrary, no Distributions shall be made to any Member to the extent such Distribution would render the Company insolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 5.01(a), the Manager shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, the Manager shall, to the extent permitted by applicable Law and hereunder, have the right in its sole discretion to make Distributions to the Members pursuant to this Section 5.01(a) in such amounts as shall enable PubCo to pay dividends or to meet its obligations, including its obligations pursuant to the Tax Receivable Agreement (to the extent such obligations are not otherwise able to be satisfied as a result of tax Distributions required to be made pursuant to Section 5.01(b)).

(b) Tax Distributions. To the extent (i) the Manager reasonably determines that the Company has Available Cash, and (ii) such distributions are permitted by any credit or financing agreements to which the Company or any of its Subsidiaries is a party, the Manager shall cause the Company to make distributions for each Tax Year (or portion thereof) among the Common Members with respect to their Common Units pro rata (based on the Common Unit Sharing Percentages of such Common Members) such that each Common Member receives an amount at least equal to the excess of (A) the product of (x) the aggregate net taxable income for such Tax Year allocated by the Company to such Common Member (disregarding any basis adjustments pursuant to Section 743(b) of the Code), and (y) the Assumed Tax Rate for such Tax Year, over (B) all prior distributions made to such Common Member in such Tax Year with respect to its Common Units (to the extent not previously taken into account under this Section 5.01(b)). Any distribution made pursuant to this Section 5.01(b) shall be treated as an advance against future distributions payable to such Member pursuant to Section 5.01(a) or Article XIII and shall reduce such distributions on a dollar-for-dollar basis. The Manager shall cause the Company to make distributions pursuant to this Section 5.01(b) in quarterly installments on an estimated basis on or before the 10th day of April, July, October and January of such Tax Year.

(c) Distributions in Error. Any distributions pursuant to this Section 5.01 made in error or in violation of Section 18-607(a) of the Act, will, upon demand by the Manager, be returned to the Company.

5.02 Allocations.

(a) Profits and Losses. For each Tax Year, after giving effect to Section 5.02(b), Profits or Losses for such Tax Year shall be allocated among the Persons who were Members during such Tax Year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Tax Year.

(b) Regulatory Allocations. Notwithstanding the foregoing provisions of Section 5.02(a), the following special allocations will be made in the following order of priority:

(i) Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during a Company taxable year, then each Member will be allocated items of Company income and gain for such taxable year (and, if necessary, for subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). This Section 5.02(b)(i) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and will be interpreted consistently therewith.

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(ii) Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5) will be specially allocated items of Company income and gain for such taxable year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in a manner consistent with the provisions of Treasury Regulations Sections 1.704-2(g)(2) and (j)(2)(ii). This Section 5.02(b)(ii) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted consistently therewith.

(iii) Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution of the type contemplated by Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of income and gain will be allocated to all such Members (in proportion to the amounts of their respective deficit Adjusted Capital Accounts) in an amount and manner sufficient to eliminate the deficit balance in the Adjusted Capital Account of such Member as quickly as possible, provided that an allocation pursuant to this Section 5.02(b)(iii) shall be made if and only to the extent that such Member would have an Adjusted Capital Account deficit after all other allocations provided for in this Article V have been tentatively made as if this Section 5.02(b)(iii) were not in this Agreement. It is intended that this Section 5.02(b)(iii) qualify and be construed as a “qualified income offset” within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(iv) Limitation on Allocation of Net Loss. If the allocation of Losses to a Member as provided in Section 5.02(a) hereof would create or increase an Adjusted Capital Account deficit, there will be allocated to such Member only that amount of Losses as will not create or increase an Adjusted Capital Account deficit. The Losses that would, absent the application of the preceding sentence, otherwise be allocated to such Member will be allocated to the other Members in accordance with their relative Aggregate Unit Sharing Percentage, subject to the limitations of this Section 5.02(b)(iv).

(v) Certain Additional Adjustments. To the extent that an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Units, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss

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(if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Members in accordance with their Aggregate Unit Sharing Percentages in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(vi) Nonrecourse Deductions. The Nonrecourse Deductions for each taxable year of the Company will be allocated to the Common Members with respect to their Common Units in proportion to their Common Unit Sharing Percentage.

(vii) Member Nonrecourse Deductions. The Member Nonrecourse Deductions will be allocated each year to the Member that bears the economic risk of loss (within the meaning of Treasury Regulations Section 1.752-2) for the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable.

(c) Tax Allocations.

(i) Except as provided in Section 5.02(c)(ii) hereof, for income tax purposes under the Code and the Treasury Regulations, each Company item of income, gain, loss, deduction and credit will be allocated between the Members in the same manner as the correlative item of “book” income, gain, loss, deduction or credit is allocated pursuant to this Article V.

(ii) Tax items with respect to Company assets that are contributed to the Company with a Gross Asset Value that varies from its basis in the hands of the contributing Member immediately preceding the date of contribution will be allocated between the Members for federal income tax purposes pursuant to Treasury Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Company will account for such variation under any method approved under Code Section 704(c) and the applicable Treasury Regulations as chosen by the Manager. If the Gross Asset Value of any Company asset is adjusted pursuant to the definition of “Gross Asset Value” herein, subsequent allocations of income, gain, loss, deduction and credit with respect to such Company asset will take account of any variation between the adjusted basis of such Company asset for federal income tax purposes and its Gross Asset Value in a manner consistent with Code Section 704(c) and the Treasury Regulations promulgated thereunder under any method approved under Code Section 704(c) and the applicable Treasury Regulations as chosen by the Manager.

(iii) If, as a result of an exercise of a non-compensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations Section 1.704-1(b)(4)(x).

(iv) Allocations pursuant to this Section 5.02(c) are solely for purposes of federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of net Profits, net Losses and any other items or distributions pursuant to any provision of this Agreement.

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(d) Other Provisions.

(i) For any Tax Year or other period during which any Units are Transferred between the Members or to another Person (other than by pledge of, or grant of a security interest in, such Units), the portion of the Profits, Losses and other items of income, gain, loss, deduction and credit that are allocable with respect to such Units will be apportioned between the transferor and the transferee using the interim closing method (and calendar day convention) pursuant to Code Section 706 and the applicable Treasury Regulations.

(ii) In the event that the Code or any Treasury Regulations require allocations of items of income, gain, loss, deduction or credit different from those set forth in this Article V, the Manager is hereby authorized to adjust or amend the allocations to the extent necessary to satisfy the Code and such Treasury Regulations, and no such new allocation will give rise to any claim or cause of action by any Member.

(iii) For purposes of determining a Member’s proportional share of the Company’s “excess nonrecourse liabilities” within the meaning of Treasury Regulations Section 1.752-3(a)(3), each Member’s interest in Profits shall be reasonably determined by the Manager using any method permitted by the Treasury Regulations.

(e) Valuation; Revaluation. Except as otherwise specifically provided in this Agreement, valuations for purposes of allocation of tax items will be made by the Manager or, at the election of the Manager, by independent third parties appointed by the Manager and deemed qualified by the Manager to render an opinion as to the value of the Company’s assets, using customary and industry accepted valuation techniques and taking into account such information relating to the investments, assets and liabilities of the Company as the Manager or independent third party, as the case may be, as are customary and reasonable and each such valuation shall be determined reasonably and in good faith by the Manager or third parties, as applicable, and without application of any minority, illiquidity, or other discount.

5.03 Withholding. The Company may withhold distributions or portions thereof if it is required to do so by any applicable Law, and each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Manager reasonably determines that the Company is required to withhold or pay with respect to any amount distributable or allocable or otherwise specifically attributable (including under the Partnership Tax Audit Rules) to such Member pursuant to this Agreement. Any amounts withheld or paid pursuant to this Section 5.03 will be treated as having been distributed to such Member. To the extent that the cumulative amount of such withholding or payment for any period exceeds the distributions to which such Member is entitled for such period, the amount of such excess will be considered a loan from the Company to such Member, with interest accruing at 2% plus the Interest Rate. Such loan may, at the option of the Manager, be satisfied (i) out of distributions to which such Member would otherwise be subsequently entitled, or (ii) by the immediate payment in cash to the Company of such excess amount. The Manager, on behalf of the Company, may take any other action it reasonably determines to be necessary or appropriate in connection with any obligation to impose withholding pursuant to any tax Law or to pay any tax with respect to a Member. Each Member hereby unconditionally and

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irrevocably grants to the Company a security interest in such Member’s Units to secure such Member’s obligation to pay to the Company any amounts required to be paid pursuant to this Section 5.03. Each Member will take such actions as the Company may request in order to perfect or enforce the security interest created hereunder. To the fullest extent permitted by Law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability for taxes, penalties, additions to tax or interest attributable to such Member. The obligations of a Member set forth in this Section 5.03 shall survive the withdrawal of a Member from the Company or any Transfer of a Member’s Equity Securities.

ARTICLE VI

MANAGEMENT

6.01 Authority of Manager; Officer Delegation.

(a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement or as otherwise set forth in this Agreement (including the restrictions on issuance of additional Units as set forth in Section 3.02(b)(1)-(2)), (i) all management powers over the business and affairs of the Company shall be exclusively vested in PubCo, as the sole managing member of the Company (PubCo, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company for the purposes of the Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.

(b) Without limiting the authority of the Manager to act on behalf of the Company, the day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions of this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall be limited to such duties as the Manager may, from time to time, delegate to them. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. Any Officer may be removed at any time, with or without cause, by the Manager.

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(c) Subject to the other provisions of this Agreement, the Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, conversion, division, reorganization or other combination of the Company with or into another entity, for the avoidance of doubt, without the prior consent of any Member or any other Person being required.

6.02 Actions of the Manager. The Manager may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 6.07.

6.03 No Removal. For the avoidance of doubt, the Members have no right under this Agreement to remove or replace the Manager.

6.04 Vacancies. Vacancies in the position of Manager occurring for any reason shall be filled by PubCo (or, if PubCo has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of PubCo immediately prior to such cessation). For the avoidance of doubt, the Members (other than PubCo) have no right under this Agreement to fill any vacancy in the position of Manager.

6.05 Transactions Between the Company and the Manager. The Manager may cause the Company to contract and deal with the Manager, or any Affiliate of the Manager, provided, that such contracts and dealings (other than contracts and dealings between the Company and its wholly owned direct or indirect Subsidiaries) are on terms comparable to and competitive with those available to the Company from others dealing at arm’s length or are approved by the Members and otherwise are permitted by the Credit Agreements; provided that the foregoing shall in no way limit the Manager’s rights under Sections 3.02, 3.04, 3.05, 3.09, 5.01 and 6.01(c). The Members hereby approve each of the contracts or agreements between or among the Manager, the Company and their respective Affiliates entered into on or prior to the date of this Agreement in accordance with the Existing LLC Agreement or that the board of managers of the Company or the PubCo Board has approved in connection with the Recapitalization or the IPO as of the date of this Agreement, including the Class B Purchase Agreement and the IPO Common Unit Purchase Agreement.

6.06 Reimbursement for Expenses. The Manager shall not be compensated for its services as Manager of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that, upon the consummation of the IPO, the Class A Common Stock will be publicly traded and therefore the Manager will have access to the public capital markets and that such status and the services performed by the Manager will inure to the benefit of the Company and all Members; therefore, the Manager shall be reimbursed by the Company for any reasonable out-of-pocket expenses incurred on behalf of the Company, including all fees, expenses and costs associated with the IPO and all fees, expenses and costs of being a public company (including expenses incurred in connection with public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees and offering expenses) and maintaining its corporate existence. In the event that shares of Class A Common Stock are sold to underwriters in the IPO (or in any subsequent public offering)

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at a price per share that is lower than the price per share for which such shares of Class A Common Stock are sold to the public in the IPO (or in such subsequent public offering, as applicable) after taking into account underwriters’ discounts or commissions and brokers’ fees or commissions (such difference, the “Discount”), (i) PubCo shall be deemed to have contributed to the Company in exchange for Common Units the full amount for which such shares of Class A Common Stock were sold to the public in the IPO (or in such subsequent public offering, as applicable) and (ii) the Company shall be deemed to have paid the Discount as an expense. To the extent practicable, expenses incurred by the Manager on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to the Manager or any of its Affiliates by the Company pursuant to this Section 6.06 constitute gross income to such Person (as opposed to the repayment of advances made by such Person on behalf of the Company), such amounts shall be treated as “guaranteed payments” within the meaning of Section 707(c) of the Code and shall not be treated as distributions for purposes of computing the Members’ Capital Accounts. Notwithstanding the foregoing, the Company shall not bear any income tax obligations of the Manager or any payments made pursuant to the Tax Receivable Agreement.

6.07 Delegation of Authority. The Manager (a) may, from time to time, delegate to one or more Persons such authority and duties as the Manager may deem advisable, and (b) may assign titles (including, without limitation, chief executive officer, president, chief financial officer, chief operating officer, general counsel, senior vice president, vice president, secretary, assistant secretary, treasurer or assistant treasurer) and delegate certain authority and duties to such Persons which may be amended, restated or otherwise modified from time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of the Company shall be fixed from time to time by the Manager, subject to the other provisions in this Agreement.

6.08 Limitation of Liability of Manager.

(a) The liabilities and obligations of PubCo Board to PubCo and its shareholders (including fiduciary duties) shall apply, mutatis mutandis, to actions and decisions made by PubCo in its capacity as Manager; provided that in making any decision or determination as Manager, PubCo may consider the interests of the shareholders of PubCo as if such shareholders were Members.

(b) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Manager nor any of the Manager’s Affiliates or Manager’s officers, employees or other agents shall be liable to the Company, to any Member that is not the Manager or to any other Person bound by this Agreement for any act or omission performed or omitted by the Manager in its capacity as the sole managing member of the Company pursuant to authority granted to the Manager by this Agreement (including the Manager or its designee in its capacity as the Partnership Representative); provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to the Manager’s gross negligence, willful misconduct, fraud or knowing violation of Law or for any present or future material breaches of any representations, warranties or covenants by the Manager or its Affiliates contained herein or in the Other Agreements with the Company. The Manager may exercise any of the powers granted to it by this Agreement and perform any of the

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duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Manager in good faith reliance on such advice shall in no event subject the Manager to liability to the Company or any Member that is not the Manager.

(c) To the fullest extent permitted by applicable Law, whenever this Agreement or any other agreement contemplated herein provides that the Manager shall act in a manner which is, or provide terms which are, “fair and reasonable” to the Company or any Member that is not the Manager, the Manager shall determine such appropriate action or provide such terms considering, in each case, the relative interests of each party to such agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable United States generally accepted accounting practices or principles, notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of Law or equity or otherwise.

(d) Except as otherwise provided herein, to the fullest extent permitted by applicable Law, whenever in this Agreement or any other agreement contemplated herein, the Manager is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” with “complete discretion” or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company, other Members or any other Person.

(e) Except as otherwise provided herein, to the fullest extent permitted by applicable Law, whenever in this Agreement the Manager is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Manager shall act under such express standard and shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and so long as the Manager acts in good faith or in accordance with such other express standard, the resolution, action or terms so made, taken or provided by the Manager shall not constitute a breach of this Agreement or impose liability upon the Manager or any of the Manager’s Affiliates and shall be deemed approved by all Members.

6.09 Investment Company Act. The Manager shall use its best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

6.10 Waiver of Fiduciary Duties; Indemnification; Limitation of Liability.

(a) To the fullest extent permitted by Law and notwithstanding anything herein to the contrary, no Member in its capacity as such (but, for the avoidance of doubt, excluding the Manager in its capacity as manager) shall have any fiduciary or other duty to the Company, any other Member or the Manager or any other Person in connection with the business and affairs of the Company and its Subsidiaries or any consent or approval given or withheld pursuant to this Agreement other than the implied contractual covenant of good faith and fair dealing; provided, that the foregoing shall not be deemed to alter the contractual obligations of any Member, the Manager, or the Company pursuant to this Agreement or any other agreement to which it is a party.

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(b) Subject to the last sentence of Section 1.02(a), and without limiting the generality of the foregoing, each Member in its capacity as such (but, for the avoidance of doubt, excluding the Manager in its capacity as manager), in performing its obligations under this Agreement, shall be entitled to act or omit to act considering only such factors as such Member chooses to consider, and any action of such Member or failure to act, taken or omitted in good faith reliance on this Section 6.10 shall not constitute a breach of any duty (including any fiduciary duty, all of which are expressly disclaimed) on the part of such Member to the Company, the Members or any other Person. Notwithstanding anything to the contrary in this Agreement, to the fullest extent permitted by applicable Law, and without limiting the foregoing, (i) subject to the provisions of this Agreement (including the last sentence of Section 1.02(a)), each Member may grant or withhold approval with respect to any action on which it is entitled to grant approval and (ii) with respect to any such action, to the fullest extent permitted by applicable Law, such Member (and for the avoidance of doubt, excluding the Manager in its capacity as manager) shall be entitled to consider only such interest and factors as it desires, including its own interests, and shall have no duty (including any fiduciary or quasi-fiduciary duty) or obligation to give any consideration to any interest of or factors affecting the Company, the Members or any other Person.

(c) To the maximum extent permitted by applicable Law, but subject to the provisions of this Section 6.10, the Members in its capacity as such (but, for the avoidance of doubt, excluding the Manager in its capacity as manager) (each an “Indemnitee”) will not be liable for, and will be indemnified and held harmless by the Company against, any and all claims, actions, demands, losses, damages, liabilities, costs, or expenses, including attorney’s fees, court costs, and costs of investigation, actually and reasonably incurred by any such Indemnitee (collectively, “Indemnified Losses”) arising from any civil, criminal or administrative proceedings in which such Indemnitee may be involved, as a party or otherwise, by reason of its being a Member or by reason of its involvement in the management of the affairs of the Company, whether or not it continues to be such at the time any such Indemnified Loss is paid or incurred, except to the extent that any of the foregoing is determined by a final, non-appealable order of a court of competent jurisdiction to have been caused by fraud, gross negligence, willful misconduct or bad faith of such Persons, or a material violation of securities laws or conviction of a felony by such Persons. IT IS THE EXPRESS INTENT OF THE COMPANY THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY LOSS THAT HAS RESULTED FROM OR IS ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT, OR CONCURRENT ORDINARY NEGLIGENCE OF THE INDEMNITEE.

(d) To the maximum extent permitted by applicable Law, expenses incurred by an Indemnitee in defending any proceeding (except a proceeding by or in the right of the Company or brought by any of the Members against such Indemnitee), will be paid by the Company in advance of the final disposition of the proceeding, upon receipt of a written undertaking by or on behalf of such Indemnitee to repay such amount if such Indemnitee is determined pursuant to this Section 6.10 or adjudicated to be ineligible for indemnification, which undertaking will be an unlimited general obligation of the Indemnitee but need not be secured unless so determined by the Manager.

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(e) The Company shall indemnify and hold harmless each of the Manager, each Officer and the Partnership Representative (and each such Person’s heirs, successors, assigns, executors or administrators) to the same extent and in the same manner as provided for Indemnitees (as defined in the Charter) in Article XI of the Charter as if such provisions were set forth herein, mutatis mutandis and applied to each such Person as an Indemnitee (as defined in the Charter).

(f) The indemnification provided by this Section 6.10 will inure to the benefit of the successors, permitted assigns, heirs, executors and legal representatives of each Indemnitee.

(g) Any indemnification pursuant to this Section 6.10 will be made only out of the assets of the Company and will in no event cause any Member to incur any personal liability nor shall it result in any liability of the Members to any third party. The Company shall not be required to make a capital call to fund any indemnification obligation hereunder, nor shall any of the Members be required to make any Capital Contribution to the Company to fund any indemnification obligation hereunder.

(h) The rights of indemnification provided in this Section 6.10 are in addition to any rights to which an Indemnitee may otherwise be entitled by contract (including advancement of expenses) or as a matter of Law.

6.11 Company as Indemnitor of First Resort.

(a) The Company hereby agrees that it is the indemnitor of first resort under this Agreement or any other indemnification agreement, arrangement or undertaking with respect to any Indemnitee, and as a result the Company’s obligations to any such Indemnitee under this Agreement or any other agreement, arrangement or undertaking to provide advancement of expenses and indemnification to such Indemnitee are primary without regard to any rights such Indemnitee may have to seek or obtain indemnification or advancement of expenses from any other Person or any of its Affiliates (“Other Indemnitor”) or from any insurance policy for the benefit of such Indemnitee, and any obligation of any Other Indemnitor to provide advancement or indemnification for all or any portion of the same expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses, liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Indemnitee and any rights of recovery of such Indemnitee under any insurance policy for the benefit of such Indemnitee are secondary; and

(b) The Company hereby further agrees that:

(i) if any Indemnitee pays or causes to be paid, for any reason, any amounts otherwise payable or indemnifiable under Section 6.10 hereof, then such Indemnitee shall be indemnified therefor pursuant to Section 6.10;

(ii) if any other party pays or causes to be paid on behalf of an Indemnitee, for any reason, any amounts otherwise payable or indemnifiable hereunder or under any other indemnification agreement, arrangement or undertaking (whether pursuant to contract, organizational document or otherwise) with such Indemnitee (a “Third Party Payor”), then (A) such Third Party Payor shall be fully subrogated to all rights of an Indemnitee with respect to such payment and (B) the Company shall fully indemnify, reimburse and hold harmless such Third Party Payor for all such payments actually made by such Third Party Payor; and

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(iii) if any Indemnitee collects under any insurance policy for the benefit of such Indemnitee, any amounts otherwise payable or indemnifiable hereunder or under any other indemnification agreement, arrangement or undertaking (whether pursuant to contract, organizational document or otherwise) with such Indemnitee, then (A) such insurer shall be fully subrogated to all rights of such Indemnitee with respect to such payment and (B) the Company shall fully indemnify, reimburse and hold harmless such insurer for all such payments actually made by such insurer.

6.12 Other Activities.

(a) Notwithstanding anything to the contrary in this Agreement, the Members (excluding PubCo) and their respective Affiliates and their respective equityholders, partners, members, officers, directors, employees and managers (collectively, the “Covered Persons”) may engage or invest in, and devote its and their time to, any other business venture or activity of any nature and description, whether or not such activities are considered competitive with the Company or its business (the “Right to Compete”), and neither the Company nor any Member will have any right by virtue of this Agreement or the relationship created hereby in or to such other venture or activity (or to the income or proceeds derived therefrom), and the pursuit of such other venture or activity will not be deemed wrongful or improper. The Right to Compete of the Covered Persons does not require notice to, approval from, or other sharing with, any of the other Members or the Company. The legal doctrines of “corporate opportunity,” “business opportunity” and similar doctrines will not be applied to any such competitive venture or activity of any Covered Person. No Covered Person will have any obligation to the Company or its other Members with respect to any opportunity to expand the Company’s business, whether geographically, or otherwise. This Section 6.12(a) shall not be deemed to alter the contractual obligations of (1) the Manager to any other Member or the Company or (2) any Member to the Manager, any other Member or the Company, in the case of each of clauses (1) and (2), pursuant to this Agreement or any other agreement to which it is a party.

(b) PubCo shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (i) the ownership, acquisition and disposition of Units, (ii) the management of the business and affairs of the Company and its Subsidiaries, (iii) the operation of PubCo as a reporting company with a class (or classes) of securities registered under Section 12 of the Exchange Act and listed on a securities exchange, (iv) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (v) the financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (vi) such activities as are incidental to the foregoing. Nothing contained herein shall be deemed to prohibit PubCo from executing any guarantee of indebtedness of the Company or its Subsidiaries.

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6.13 No Recourse Against Nonparty Affiliates. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and are those solely of) the Entities that are expressly identified as parties in the preamble to this Agreement (“Contracting Parties”). No Person who is not a Contracting Party, including any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to, any Contracting Party, or any director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney, or representative of, and any financial advisor or lender to any, of the foregoing (“Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Law, each Contracting Party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates. Without limiting the foregoing, to the maximum extent permitted by Law, (a) each Contracting Party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of a Contracting Party or otherwise impose liability of a Contracting Party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with respect to the performance of this Agreement or any representation or warranty made in, in connection with, or as an inducement to this Agreement.

ARTICLE VII

RIGHTS OF MEMBERS; CONFIDENTIALITY

7.01 Access to Information. The Company shall permit each Member and each of its designated representatives at such Member’s sole cost and expense to examine the books and records of the Company or any of its Subsidiaries at the principal office of the Company or such other location as the Manager shall reasonably approve during normal business hours and upon reasonable notice for any purpose reasonably related to such Member’s Units.

7.02 Confidentiality.

(a) Each of the Members (other than PubCo) agrees to hold the Company’s Confidential Information in confidence and may not disclose or use such information except as otherwise authorized separately in writing by the Manager. “Confidential Information” as used herein includes all non-public information concerning the Company or its Subsidiaries including, but not limited to, ideas, financial product structuring, business strategies, innovations and materials, all aspects of the Company’s business plan, proposed operation and products, corporate structure, financial and organizational information, analyses, proposed partners, software code and system and product designs, employees and their identities, equity ownership, the methods and means by which the Company plans to conduct its business, all trade secrets, trademarks, tradenames and all intellectual property associated with the Company’s business. With respect to each Member, Confidential Information does not include information or material that: (a) is rightfully in the possession of such Member at the time of disclosure by the Company; (b) before

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or after it has been disclosed to such Member by the Company, becomes part of public knowledge, not as a result of any action or inaction of such Member in violation of this Agreement; (c) is approved for release by written authorization of the Chief Executive Officer, Chief Financial Officer or General Counsel of the Company or of PubCo, or any other officer designated by the Manager; (d) is disclosed to such Member or their representatives by a third party not, to the knowledge of such Member, in violation of any obligation of confidentiality owed to the Company with respect to such information; or (e) is or becomes independently developed by such Member or their respective representatives without use of or reference to the Confidential Information.

(b) Solely to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement, each of the Members may disclose Confidential Information to its Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents, on the condition that such Persons keep the Confidential Information confidential to the same extent as such Member is required to keep the Confidential Information confidential; provided, that such Member shall remain liable with respect to any breach of this Section 7.02 by any such Subsidiaries, Affiliates, partners, directors, officers, employees, counsel, advisers, consultants, outside contractors and other agents (as if such Persons were party to this Agreement for purposes of this Section 7.02).

(c) Notwithstanding Section 7.02(a) or Section 7.02(b), each of the Members may disclose Confidential Information (i) to the extent that such Member is required by Law (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information (as reasonably advised by counsel), (ii) for purposes of reporting to its stockholders and direct and indirect equity holders (each of whom are bound by customary confidentiality obligations) the performance of the Company and its Subsidiaries and for purposes of including applicable information in its financial statements to the extent required by applicable Law or applicable accounting standards; or (iii) to any bona fide prospective source of financing or purchaser of the equity or assets of a Member, or the Common Units held by such Member (provided, in each case, that such Member determines in good faith that such prospective purchaser would be a Permitted Transferee), or a prospective merger partner of such Member (provided, that (i) such Persons will be informed by such Member of the confidential nature of such information and shall agree in writing to keep such information confidential in accordance with the contents of this Agreement and (ii) each Member will be liable for any breaches of this Section 7.02 by any such Persons (as if such Persons were party to this Agreement for purposes of this Section 7.02)). Notwithstanding any of the foregoing, nothing in this Section 7.02 will restrict in any manner the ability of PubCo to comply with its disclosure obligations under Law, and the extent to which any Confidential Information is necessary or desirable to disclose.

ARTICLE VIII

TAXES

8.01 Tax Returns.

(a) The Manager will cause to be prepared, signed and filed all necessary federal, state and local income tax returns for the Company and the Manager will select a nationally recognized accounting firm to prepare the Company’s federal and state income tax returns. Unless modified by the Manager due to a change of applicable Law or otherwise, the Manager is authorized to sign any tax return for the Company. Each Member will furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed. The Company shall use reasonable best efforts to furnish to each Member a final IRS Form K-1 with respect to such Member no later than 260 days immediately following each Tax Year.

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(b) Subject to the terms and provisions of this Agreement, the Manager shall reasonably determine, or cause to be reasonably determined, the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the other method or procedure related to the Company’s tax returns. Except as required by applicable Law, each Member further agrees that such Member shall not treat any Company item inconsistently on such Member’s income tax return with the treatment of the item on the Company’s tax return and/or the Schedule K-1 provided to such Member and that such Member shall not independently act with respect to tax audits or tax litigation affecting or arising from the Company, unless previously authorized to do so in writing by the Company, which authorization may be withheld in the discretion of the Manager.

8.02 Tax Elections.

(a) Elections by the Company. The Company will make the following elections in the appropriate manner:

(i) to adopt the Tax Year of the Company set forth in Section 2.06;

(ii) to adopt the accrual method of accounting;

(iii) to elect to amortize the start-up expenses of the Company under Code Section 195 ratably over a period of 180 months as permitted by Code Section 195(b);

(iv) to elect to amortize the organization expenses of the Company under Code Section 709 ratably as permitted by Code Section 709(b); and

(v) subject to Section 8.02(b), any other election the Manager may deem appropriate and in the best interests of the Members; provided, however, the Manager shall not make or permit any material tax election (including any “push out” election) that could reasonably be expected to have a disproportionate (compared to other Members, but without regard to any disproportionate impact caused by disparate Common Unit Sharing Percentages), adverse impact on the Series A Investor (solely with respect to any taxable period (or portion thereof) prior to the IPO or during which the Series A Investor held Units representing more than 5% of the Aggregate Unit Sharing Percentage) or a Specified Member without the approval of the Series A Investor or such Specified Member (not to be unreasonably withheld, conditioned or delayed).

(b) Characterization by the Company. It is the intent of the Members that the Company be treated as a partnership for federal income tax purposes and, to the extent permitted by applicable Law, for state and local franchise and income tax purposes. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state or local law or to be treated as a corporation, and no provision of this Agreement will be construed to sanction or approve such an election.

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(c) Section 754 Election. For the Tax Year that includes February 1, 2022 (the date on which the Series A Investor became a Member) and all future Tax Years, the Manager shall cause the Company and each of its Subsidiaries that is treated as a partnership for U.S. federal income tax purposes to have in effect an election, pursuant to Code Section 754 (and any similar or corresponding provision of state or local law), to adjust the basis of the Company’s assets (and its Subsidiaries’ assets, as appropriate) as provided in Code Sections 734 and 743.

8.03 Partnership Representative. The Manager shall appoint a Member (which may be itself) as the Partnership Representative, subject to replacement by the Manager. The Partnership Representative shall have all of the rights, authority and power, and shall be subject to all of the obligations, of a Partnership Representative to the extent provided in the Partnership Tax Audit Rules (or other applicable Law), subject to the provisions of this Agreement. For any period in which the Partnership Representative is not a natural person, the Partnership Representative shall appoint a natural person that is an officer or employee of the Company or PubCo as the “designated individual” (within the meaning of Treasury Regulations Section 301.6223-1(b)(3)) to act in accordance with the rights and duties under this Section 8.03, and such designated individual shall be subject to replacement by the Partnership Representative in accordance with Treasury Regulations Section 301.6223-1. The Partnership Representative will give timely notice to the Members of any material audit, administrative or judicial proceeding relating to taxes of the Company, no later than 30 days after receiving written notice of such audit or proceeding. The Partnership Representative will keep the Members reasonably informed concerning the progress and status of any such audit or proceeding. The Partnership Representative shall provide written notice to the Members concerning its intent to make any election or decision, and shall permit the Members to review and suggest comments with respect to such election or decision. Without limiting the generality of the foregoing, (i) no Member shall be required to file an amended U.S. federal income tax return, as described in Code Section 6225(c)(2)(A), or pay any tax due and provide information to the Internal Revenue Service as described in Code Section 6225(c)(2)(B), without the approval of such Member (not to be unreasonably withheld, conditioned or delayed), and (ii) the Partnership Representative shall not cause or permit any settlement or compromise of any material tax audit or proceeding that could reasonably be expected to have a disproportionate (compared to other Members, but without regard to any disproportionate impact caused by disparate Common Unit Sharing Percentages), adverse impact on the Series A Investor (solely with respect to any taxable period (or portion thereof) prior to the IPO or during which the Series A Investor held Units representing more than 5% of the Aggregate Unit Sharing Percentage) or a Specified Member without the approval of the Series A Investor or such Specified Member (not to be unreasonably withheld, conditioned or delayed).

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ARTICLE IX

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

9.01 Maintenance of Books and Records. The Company shall keep or cause to be kept at its principal office complete and accurate books and records of the Company, supporting documentation of the transactions with respect to the conduct of the Company’s business and minutes of the proceedings and any written consents of the Manager or the Members. The Company’s financial books and records shall be maintained in accordance with U.S. GAAP unless otherwise determined by the Manager. The records shall include (a) complete and accurate information regarding the state of the business and financial condition of the Company, (b) a copy of this Agreement and all amendments thereto, (c) a current list of the names and last known business, residence or mailing addresses of all Members and (d) the Company’s U.S. federal, state, local and foreign tax returns for the Company’s six most recent tax years.

9.02 Reports. The Company will cause to be prepared or delivered such reports as the Manager may require. The Company will bear the costs of such reports.

9.03 Bank Accounts. The Manager will cause the Company to establish and maintain one or more separate bank or investment accounts for Company funds in the Company’s name with such financial institutions and firms as the Manager may select and with such signatories thereon as the Manager may designate.

ARTICLE X

RESTRICTIONS ON TRANSFER; CERTAIN TRANSACTIONS

10.01 Transfers by Members. No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.08 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulation Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Sections 336 or 338 of the Code, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in PubCo.

10.02 Permitted Transfers. The restrictions contained in Section 10.01 shall not apply to any Transfer (each, a “Permitted Transfer” and each transferee, a “Permitted Transferee”) in connection with: (a)(i) an “Exchange” pursuant to the terms of the Exchange Agreement (as defined therein) or (ii) a Transfer by a Member to PubCo or any of its Subsidiaries; (b) a Transfer by any Member to such Member’s spouse, any lineal ascendants or descendants or trusts or other entities in which such Member or Member’s spouse, lineal ascendants or descendants are the sole beneficial owners; or (c) a Transfer to a partner, shareholder, member or Affiliate of such Member (which may include special purpose investment vehicles wholly owned by one or more Affiliated investment funds but shall not include portfolio companies); provided, however, that (A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (B) in the case of the foregoing clauses (b) and (c), the Permitted Transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this

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Agreement and, the transferor will deliver a written notice to the Company and the Members, which notice will disclose in reasonable detail the identity of the proposed transferee. In the case of a Permitted Transfer of any Common Units, the transferring Member shall be required to transfer an equal number of shares of Class B Common Stock corresponding to the proportion of such Member’s Common Units that were transferred in the transaction to such Permitted Transferee. All Permitted Transfers are subject to the additional limitations set forth in Section 10.07(b).

10.03 Restricted Units Legend. The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold unless subsequently registered under the Securities Act or if an exemption from such registration is then available with respect to such sale. To the extent such Units are certificated, each certificate evidencing Units and each certificate issued in exchange for or upon the Transfer of any Units shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED ON [•], 2023, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTRACKER LLC, AS IT MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, OR OTHERWISE MODIFIED FROM TIME TO TIME, AND NEXTRACKER LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY NEXTRACKER LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates (if any) evidencing Units. The legend set forth above shall be removed from the certificates (if any) evidencing any Units which cease to be Units in accordance with the definition thereof.

10.04 Transfer. Prior to Transferring any Units, the Transferring holder of Units shall cause the prospective Permitted Transferee to be bound by this Agreement and any other agreements executed by the holders of Units and relating to such Units in the aggregate to which the transferor was a party (collectively, the “Other Agreements”) by executing and delivering to the Company counterparts of this Agreement and any applicable Other Agreements.

10.05 Assignee’s Rights.

(a) The Transfer of a Unit in accordance with this Agreement shall be effective as of the date of such Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company.

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Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee using the interim closing method (and calendar day convention) pursuant to Code Section 706 and the applicable Treasury Regulations. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made on or after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Member pursuant to Article XI, the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided, however, that, without relieving the Transferring Member from any such limitations or obligations as more fully described in Section 10.06, such Assignee shall be bound by any limitations and obligations of a Member contained herein by which a Member would be bound on account of the Assignee’s Units (including the obligation to make Capital Contributions on account of such Units).

10.06 Assignor’s Rights and Obligations. Any Member who shall Transfer any Unit in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units and shall no longer have any rights or privileges, or, except as set forth in this Section 10.06, duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Sections 6.08 and 6.10 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of Article XI (the “Admission Date”), (i) such Transferring Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units, and (ii) the Manager may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units in the Company from any liability of such Member to the Company with respect to such Units that may exist as of the Admission Date or that is otherwise specified in the Act or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the Other Agreements with the Company.

10.07 Overriding Provisions.

(a) Any Transfer or attempted Transfer of any Units in violation of this Agreement or the Exchange Agreement (including any prohibited indirect Transfers) shall be, to the fullest extent permitted by applicable Law, null and void ab initio, and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this Agreement or the Exchange Agreement shall not become a Member and shall not have any other rights in or with respect to any rights of a Member of the Company with respect to the applicable Units. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Manager shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this Article X.

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(b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section 10.01), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;

(ii) result in the violation of the Exchange Agreement;

(iii) cause an assignment under the Investment Company Act;

(iv) in the reasonable determination of the Manager, be a violation of or a default (or an event that, with notice or the lapse of time or both, would constitute a default) under, or result in an acceleration of any obligation under any Credit Agreement to which the Company or the Manager is a party; provided that the payee or creditor to whom the Company or the Manager owes such obligation is not an Affiliate of the Company or the Manager;

(v) be a Transfer to a Person who is not legally competent or who has not achieved his or her majority of age under applicable Law (excluding trusts for the benefit of minors); or

(vi) cause the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or any successor provision thereto under the Code.

(c) Notwithstanding anything contained herein to the contrary, in no event shall any Member that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code Transfer any Units, unless such Member and the transferee have delivered to the Company, in respect of the relevant Transfer, written evidence that all required withholding under Section 1446(f) of the Code will have been done and duly remitted to the applicable taxing authority or duly executed certifications (prepared in accordance with the applicable Treasury Regulations or other authorities) of an exemption from such withholding.

10.08 Certain Transactions with respect to PubCo.

(a) In connection with a Change of Control Transaction, the Manager shall have the right, in its sole discretion, to require each Member to effect an Exchange of all or a portion of such Member’s Common Units together with an equal number of shares of Class B Common Stock, pursuant to which such Common Units and such shares of Class B Common Stock will be exchanged for shares of Class A Common Stock (or economically equivalent cash or securities of a successor entity), mutatis mutandis, in accordance with Section 2.01(b) of the Exchange Agreement relating to a Share Settlement with respect to such Exchange and otherwise in accordance with this Section 10.08(a). Any such Exchange pursuant to this Section 10.08(a) shall be effective immediately prior to the consummation of such Change of Control Transaction (and, for the avoidance of doubt, shall be contingent upon the consummation of such Change of Control Transaction and shall not be effective if such Change of Control Transaction is not consummated) (the date of such Exchange pursuant to this Section 10.08(a), the “Change of Control Date”). From

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and after the Change of Control Date, (i) the Common Units and any shares of Class B Common Stock subject to such Exchange shall be deemed to be transferred to PubCo on the Change of Control Date and (ii) each such Member shall cease to have any rights with respect to the Common Units and any shares of Class B Common Stock subject to such Exchange (other than the right to receive shares of Class A Common Stock (or economically equivalent cash or equity securities in a successor entity) pursuant to such Exchange). In the event the Manager desires to initiate the provisions of this Section 10.08, the Manager shall provide written notice of an expected Change of Control Transaction to all Members within the earlier of (x) five (5) Business Days following the execution of an agreement with respect to such Change of Control Transaction and (y) ten (10) Business Days before the proposed date upon which the contemplated Change of Control Transaction is to be effected, including in such notice such information as may reasonably describe the Change of Control Transaction, subject to Law, including the date of execution of such agreement or such proposed effective date, as applicable, the amount and types of consideration to be paid for shares of Class A Common Stock in the Change of Control Transaction and any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with a Change of Control Transaction (which election shall be available to each Member on the same terms as holders of shares of Class A Common Stock). Following delivery of such notice and on or prior to the Change of Control Date, the Members shall take all actions reasonably requested by PubCo to effect such Exchange in accordance with the terms of the Exchange Agreement, including taking any action and delivering any document required pursuant to this Section 10.08(a) to effect such Exchange. Notwithstanding the foregoing, in the event the Manager requires the Members to exchange less than all of their outstanding Common Units (and to surrender a corresponding number of shares of Class B Common Stock for cancellation), each Member’s participation in the Change of Control Transaction shall be reduced pro rata.

(b) In the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization, or similar transaction with respect to Class A Common Stock (a “PubCo Offer”) is proposed by PubCo or is proposed to PubCo or its stockholders and approved by the PubCo Board or is otherwise effected or to be effected with the consent or approval of the PubCo Board, the Manager shall provide written notice of the PubCo Offer to all Members within the earlier of (i) five (5) Business Days following the execution of an agreement (if applicable) with respect to, or the commencement of (if applicable), such PubCo Offer and (ii) ten (10) Business Days before the proposed date upon which the PubCo Offer is to be effected, including in such notice such information as may reasonably describe the PubCo Offer, subject to Law, including the date of execution of such agreement (if applicable) or of such commencement (if applicable), the material terms of such PubCo Offer, including the amount and types of consideration to be received by holders of shares of Class A Common Stock in the PubCo Offer, any election with respect to types of consideration that a holder of shares of Class A Common Stock, as applicable, shall be entitled to make in connection with such PubCo Offer, and the number of Common Units (and the corresponding shares of Class B Common Stock) held by such Member that is applicable to such PubCo Offer. The Members (other than the Manager) shall be permitted to participate in such PubCo Offer by delivering a written notice of participation that is effective immediately prior to the consummation of such PubCo Offer (and that is contingent upon consummation of such offer), and shall include such information necessary for consummation of such offer as requested by PubCo. In the case of any PubCo Offer that was initially proposed by PubCo, PubCo shall use reasonable best efforts to enable and permit the Members (other than the Manager) to participate

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in such transaction to the same extent or on an economically equivalent basis as the holders of shares of Class A Common Stock, and to enable such Members to participate in such transaction without being required to exchange Common Units or shares of Class B Common Stock prior to the consummation of such transaction. For the avoidance of doubt, in no event shall Common Members be entitled to receive in such PubCo Offer aggregate consideration for each Common Unit that is greater than the consideration payable in respect of each share of Class A Common Stock in connection with a PubCo Offer (it being understood that payments under or in respect of the Tax Receivable Agreement shall not be considered part of any such consideration).

(c) In the event that a transaction or proposed transaction constitutes both a Change of Control Transaction and a PubCo Offer, the provisions of Section 10.08(a) shall take precedence over the provisions of Section 10.08(b) with respect to such transaction, and the provisions of Section 10.08(b) shall be subordinate to provisions of Section 10.08(a), and may only be triggered if the Manager elects to waive the provisions of Section 10.08(a).

ARTICLE XI

ADMISSION OF MEMBERS

11.01 Substituted Members. Subject to the provisions of Article X hereof, in connection with the Permitted Transfer of a Unit hereunder, the Permitted Transferee shall become a Substituted Member on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the books and records of the Company, including the Schedule of Members.

11.02 Additional Members. Subject to the provisions of Article X hereof, any Person that is not a Member as of the Effective Date may be admitted to the Company as an additional Member (any such Person, an “Additional Member”) only upon furnishing to the Manager (a) duly executed Joinder Agreement and counterparts to any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as may reasonably be requested by the Manager). Such admission shall become effective on the date on which the Manager determines in its sole discretion that such conditions have been satisfied and when any such admission is shown on the books and records of the Company, including the Schedule of Members.

ARTICLE XII

WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

12.01 Withdrawal and Resignation of Members. Except in the event of Transfers pursuant to Section 10.06 and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIII. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIII, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIII, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

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ARTICLE XIII

DISSOLUTION, LIQUIDATION AND TERMINATION

13.01 Dissolution. The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted withdrawal, removal, dissolution, bankruptcy or resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, upon:

(a) the decision of the Manager together with the written approval of the Common Members holding a majority of the Common Units to dissolve the Company (excluding for purposes of such calculation PubCo and all Common Units held directly or indirectly by it);

(b) a dissolution of the Company under Section 18-801(4) of the Delaware Act, unless the Company is continued without dissolution pursuant thereto; or

(c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act.

Except as otherwise set forth in this Article XIII, the Company is intended to have perpetual existence. An Event of Withdrawal shall not in and of itself cause a dissolution of the Company and the Company shall continue in existence subject to the terms and conditions of this Agreement.

13.02 Winding Up. Subject to Section 13.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “Liquidator”). The Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the Liquidators shall, to the fullest extent permitted by applicable Law, continue to operate the properties of the Company with all of the power and authority of the Manager. The steps to be accomplished by the Liquidators are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the Liquidators shall pay, satisfy or discharge from the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all of the debts, liabilities and obligations of the Company owed to creditors other than the Members in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), including all expenses incurred in connection with the liquidations; and second, all of the debts, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and

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(c) following any payments pursuant to the foregoing Section 13.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Section 5.01(a) by the end of the Tax Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation).

The distribution of cash and/or property to the Members in accordance with the provisions of this Section 13.02 and Section 13.03 below shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and shall constitute a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

13.03 Deferment; Distribution in Kind. Notwithstanding the provisions of Section 13.02, but subject to the order of priorities set forth therein, if upon dissolution of the Company the Liquidators determine that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the Members, the Liquidators may, in their sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time the liquidation of any assets except those necessary to satisfy the Company’s liabilities (other than loans to the Company by any Member(s)) and reserves. Subject to the order of priorities set forth in Section 13.02, the Liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section 13.02(c), (b) as tenants in common and in accordance with the provisions of Section 13.02(c), undivided interests in all or any portion of such assets of the Company or (c) a combination of the foregoing. Any such Distributions in-kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the Liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any assets of the Company distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 5.02. The Liquidators shall determine the Fair Market Value of any property distributed.

13.04 Cancellation of Certificate. On completion of the winding up of the Company as provided herein, the Manager (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation of the Certificate of Formation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that should be canceled and take such other actions as may be necessary to terminate the existence of the Company. The Company shall continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 13.04.

13.05 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Sections 13.02 and 13.03 in order to minimize any losses otherwise attendant upon such winding up.

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13.06 Return of Capital. The Liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from assets of the Company).

ARTICLE XIV

GENERAL PROVISIONS

14.01 Power of Attorney.

(a) Each Member hereby constitutes and appoints the Manager (or the Liquidator, if applicable) with full power of substitution, as his or her true and lawful agent and attorney-in-fact, with full power and authority in his, her or its name, place and stead, to: execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof which the Manager deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all conveyances and other instruments or documents which the Manager deems appropriate or necessary to reflect the dissolution, winding up and termination of the Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (C) all instruments relating to the admission, substitution or resignation of any Member pursuant to Article XI or Article XII.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member and the transfer of all or any portion of his, her or its Units and shall extend to such Member’s heirs, successors, assigns and personal representatives.

14.02 Offset. Whenever the Company is to pay any sum to any Member, any amounts such Member owes the Company or its Affiliates may be deducted from that sum before payment.

14.03 Notices. All notices, requests or consents provided for or permitted to be given under this Agreement will be in writing (except as otherwise provided in Section 14.17) and will be given (i) by depositing such writing in the United States mail, addressed to the recipient, postage paid and certified with return receipt requested, (ii) by depositing such writing with a reputable overnight courier for next day delivery, (iii) by delivering such writing to the recipient in person, by courier, or (iv) by e-mail transmission (with no “bounce back” or similar error message). A notice, request or consent given under this Agreement will be effective on receipt by the Person to receive it. All notices, requests and consents to be sent to a Member will be sent to or made at the addresses given for that Member on the list attached hereto as Schedule A or such other address as that Member may specify by notice to the other Members. The use of an electronic signature to conduct a transaction, indicate the execution of an agreement or provide notice or other form of communication is expressly authorized.

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14.04 Entire Agreement; Supersedure. This Agreement, together with its Schedules and Exhibits and the other agreements entered into in connection herewith and therewith, constitute the entire agreement of the Members relating to the Company and supersede all prior contracts or agreements with respect to the Company, whether oral or written. Notwithstanding any other provision of this Agreement, the Company may enter into agreements or other writings with any Member in respect of the Units of such Member, and the rights of the Company and obligations of such Member set forth in any such agreement or writing may establish rights in favor of the Company or limit the rights of such Member notwithstanding any other provision of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto and their respective successors, permitted assigns, heirs, executors and legal representatives any rights or remedies under or by reason of this Agreement; provided, however, that the Officers and former Officers (but only with respect to the time during which they served as Officers) are intended to be third-party beneficiaries of Sections 6.10 and 6.11, with rights to enforce such provisions as though a party to this Agreement; provided, further, that Nonparty Affiliates are intended to be third-party beneficiaries with rights to enforce the provisions of Section 6.13 as though a party to this Agreement; provided, further, that Covered Persons are intended to be third-party beneficiaries with rights to enforce the provisions of Section 6.12(a) as though a party to this Agreement.

14.05 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company will not constitute a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to determine any Person to be in default with respect to the Company, irrespective of how long such failure continues, will not constitute a waiver by that Person of its rights with respect to that default until the applicable limitations period has expired.

14.06 Amendment or Modification. Except as otherwise contemplated by this Agreement, this Agreement may be amended or modified upon the written consent of the Manager, together with the written consent of the holders of a majority of the Common Units then outstanding (excluding all Common Units held directly or indirectly by PubCo). Notwithstanding the foregoing, no amendment or modification:

(a) to this Section 14.06 or Section 7.02 may be made without the prior written consent of the Manager and each of the Members;

(b) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter;

(c) for so long as the Series A Investor holds any Units, to reduce or eliminate any duty of the Manager to the Company or the Members or amend Section 5.01(b), Section 6.12 or any defined terms used therein in a manner that is adverse to the Series A Investor, unless consented to in writing by the Series A Investor; and

(d) to any of the terms and conditions of this Agreement which would (A) reduce the amounts distributable to a Member pursuant to Article V and Article XIII in a manner that is not pro rata with respect to all Members, (B) increase the liabilities of such Member hereunder, (C) otherwise materially and adversely affect a holder of Units (with respect to such

52

Units) in a manner materially disproportionate to any other holder of Units of the same class or series (with respect to such Units) (other than amendments, modifications and waivers necessary to implement the provisions of Article XI) or (D) materially and adversely affect the rights of any Member under Section 3.02(b), Section 3.04, Section 3.05, Section 6.10, Article VIII or Article X, shall be effective against such affected Member or holder of Units, as the case may be, without the prior written consent of such Member or holder of Units, as the case may be.

Notwithstanding any of the foregoing, the Manager may make any amendment (i) of an administrative nature that is necessary in order to implement the substantive provisions hereof, without the consent of any other Member; provided, that any such amendment does not adversely change the rights of the Members hereunder in any respect, or (ii) to reflect any changes to the Class A Common Stock or Class B Common Stock or the issuance of any other capital stock of PubCo.

14.07 Survivability of Terms. The terms and provisions of the obligations or agreements of the Members under Sections 3.14, 6.10, 6.11, 6.12(a), 6.13, 7.02, 14.04 and Article XIII herein shall survive any termination of this Agreement and will be construed as agreements independent of any other provisions of this Agreement.

14.08 Binding Effect. Subject to the restrictions on Transfer set forth in this Agreement, this Agreement will be binding on and inure to the benefit of the Members and their respective successors, and permitted assigns, heirs, executors and legal representatives.

14.09 Governing Law; Severability. This Agreement and all rights and remedies in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether under the laws of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by Law.

14.10 Consent to Jurisdiction; Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY U.S. DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED, IN EACH CASE, IN WILMINGTON, DELAWARE, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY

53

REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.11 Remedies. The Members hereby acknowledge and agree that the provisions and covenants contained in Article X and Section 7.02 are necessary to protect the Company’s legitimate business interests, and that breach of the provisions and covenants contained in Article X and Section 7.02 would cause irreparable harm and injury to the Company, which cannot adequately be remedied through damages at law. Accordingly, the Members agree that the Company’s remedies may include specific performance, a temporary restraining order, preliminary and permanent injunctive relief, or other equitable relief against any threatened or actual breach by a Member of Article X and Section 7.02. Nothing contained in this Section 14.11 shall prohibit the Company from seeking and obtaining any other remedy, including monetary damages, to which it may be entitled.

14.12 Further Assurances. In connection with this Agreement and the transactions contemplated thereby, each Member and the Manager will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

14.13 Waiver of Certain Rights. To the maximum extent permitted by applicable Law, each Member irrevocably waives any right it might have to maintain any action for dissolution of the Company, or to maintain any action for partition of the property of the Company.

14.14 Title to Company Property. All assets shall be deemed to be owned by the Company as an Entity, and no Member, individually, shall have any ownership of such property.

14.15 Existing LLC Agreement. The parties to this Agreement agree that Section 10.03(a)(ii) and Section 10.03(d) of the Existing LLC Agreement shall survive notwithstanding the amendment and restatement of the Existing LLC Agreement.

14.16 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument.

14.17 Electronic Transmissions. Each of the parties hereto agrees that (a) any consent or signed document transmitted by electronic transmission shall be treated in all manner and respects as an original written document, (b) any such consent or document shall be considered to have the same binding and legal effect as an original document and (c) at the request of any party hereto, any such consent or document shall be re-delivered or re-executed, as appropriate, by the

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relevant party or parties in its original form. Each of the parties further agrees that they will not raise the transmission of a consent or document by electronic transmission as a defense in any proceeding or action in which the validity of such consent or document is at issue and hereby forever waives such defense. For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

NEXTRACKER LLC

By:

Name:

Title:

Members

YUMA, INC.

By:

Name:

Title:

YUMA SUBSIDIARY, INC.

By:

Name:

Title:

TPG RISE FLASH, L.P.

By: TPG RISE CLIMATE DE AIV SPV GP, LLC, its General Partner

By:

Name:

Title:

NEXTRACKER INC.

By:

Name:

Title:

Signature Page to Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC

Schedule A

Schedule of Members

Schedule B

“Bad Actor” Representations

Exhibit A

Form of Joinder Agreement

EX-10.3

Exhibit 10.3

TAX RECEIVABLE AGREEMENT

among

NEXTRACKER INC.,

and

THE PERSONS NAMED HEREIN

Dated as of [•]

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			5
Section 1.1	Definitions		5
ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT			14
Section 2.1	Basis Schedule		14
Section 2.2	Tax Benefit Schedule		14
Section 2.3	Procedures; Amendments		15
ARTICLE III TAX BENEFIT PAYMENTS			16
Section 3.1	Payments		16
Section 3.2	No Duplicative Payments		17
Section 3.3	Pro Rata Payments; Limited Taxable Income; Excess Payments		17
ARTICLE IV TERMINATION			18
Section 4.1	Early Termination and Breach of Agreement		18
Section 4.2	Early Termination Notice		20
Section 4.3	Payment upon Early Termination		20
ARTICLE V SUBORDINATION AND LATE PAYMENTS			21
Section 5.1	Subordination		21
Section 5.2	Late Payments by the Corporate Taxpayer		21
ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION			21
Section 6.1	Participation in the Corporate Taxpayer’s and the LLC’s Tax Matters		21
Section 6.2	Consistency		22
Section 6.3	Cooperation		22
ARTICLE VII MISCELLANEOUS			22
Section 7.1	Notices		22
Section 7.2	Counterparts		23
Section 7.3	Entire Agreement; No Third Party Beneficiaries		23
Section 7.4	Severability		23
Section 7.5	Successors; Assignment; Amendments; Waivers		24
Section 7.6	Titles and Subtitles		24
Section 7.7	Governing Law; Submission to Jurisdiction		24
Section 7.8	Reconciliation		25
Section 7.9	Withholding		26

Section 7.10	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	26
Section 7.11	Confidentiality	27
Section 7.12	LLC Agreement	28
Section 7.13	Change in Law	28

EXHIBIT A FORM OF JOINDER

3

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], is hereby entered into by and among Nextracker Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party hereto (the “TRA Parties”).

RECITALS

WHEREAS, the TRA Parties hold directly or indirectly member interests (the “LLC Interests”) in Nextracker LLC, a Delaware limited liability company (the “LLC”), which is classified as a partnership for U.S. federal income Tax purposes;

WHEREAS, the Corporate Taxpayer, which is classified as an association taxable as a corporation for U.S. federal income Tax purposes, will become the sole managing member of the LLC in connection with the IPO, and will hold LLC Interests;

WHEREAS, each of TPG Rise Climate Flash CI BL, LLC, TPG Rise Climate Flash BL, LLC, and The Rise Fund II Flash BL, LLC (each a “Blocker”) is classified as an association taxable as a corporation for U.S. federal income Tax purposes that holds directly or will hold directly, immediately prior to the Reorganization, the LLC Interests;

WHEREAS, in connection with the IPO, a separate wholly owned, direct Subsidiary of the Corporate Taxpayer will merge with and into each of the Blockers, with each of the Blockers surviving the applicable merger (the “Reorganization”);

WHEREAS, as a result of the Reorganization, the Corporate Taxpayer is expected to be entitled to use the Blocker Pre-Merger NOLs, the Blocker Transferred Basis and the Blocker Basis Adjustments relating to the LLC Interests acquired directly or indirectly in the Reorganization;

WHEREAS, in connection with the IPO, the Corporate Taxpayer will use the net cash proceeds from the IPO to purchase LLC Interests (the “Yuma Purchase”) from Yuma, Inc., a Delaware corporation (“Yuma”);

WHEREAS, the LLC Interests together with corresponding shares of Class B common stock of the Corporate Taxpayer held or to be held from time to time by the LLC Interest Holders may be (i) redeemed by the LLC for cash or shares of Class A common stock of the Corporate Taxpayer (the “Class A Shares”), or (ii) exchanged with the Corporate Taxpayer for cash or Class A Shares pursuant to the Exchange Agreement (each transfer of LLC Interests described in this Recital and the Yuma Purchase, an “Exchange”);

WHEREAS, the LLC and any of its direct and indirect Subsidiaries treated as a partnership for U.S. federal income Tax purposes currently have and will have in effect an election under Section 754 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year in which an Exchange occurs;

WHEREAS, as a result of each Exchange, the Corporate Taxpayer is expected to be entitled to use the Common Basis and the Basis Adjustments relating to the LLC Interests acquired in such Exchange;

WHEREAS, the income, gain, loss, expense, deduction and other Tax items of the Corporate Taxpayer may be affected by the (i) Blocker Pre-Merger NOLs, (ii) Blocker Transferred Basis, (iii) Blocker Basis Adjustments, (iv) Common Basis, (v) Basis Adjustments, and (vi) Imputed Interest (collectively, the “Tax Attributes”); and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Tax Attributes on the liability for Taxes of the Corporate Taxpayer.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

“Actual Tax Liability” means, with respect to any Taxable Year, the actual liability for U.S. federal income Taxes of (i) the Corporate Taxpayer and (ii) without duplication, the LLC, but only with respect to U.S. federal income Taxes imposed on the LLC and allocable to the Corporate Taxpayer (or to the other members of the consolidated group of which the Corporate Taxpayer is the parent) for such Taxable Year; provided, that the actual liability for Taxes described in clauses (i) and (ii) shall be calculated assuming the deductions of (and other impacts of) U.S. state and local taxes are excluded for U.S. federal income Tax purposes.

“Advance Payment” is defined in Section 3.1(b) of this Agreement.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means a per annum rate of SOFR plus 100 basis points.

“Agreement” is defined in the Preamble to this Agreement.

“Amended Schedule” is defined in Section 2.3(b) of this Agreement.

“Attributable” means the portion of any Tax Attribute of the Corporate Taxpayer that is “Attributable” to the Blocker Shareholders or to any present or former LLC Interest Holder, as the case may be, determined under the following principles:

(i) any Blocker Pre-Merger NOLs shall be determined separately with respect to each Blocker based on the Blocker Pre-Merger NOLs attributable to such Blocker at the time of the Reorganization and are Attributable to the Blocker Shareholders of each Blocker to which such Blocker Pre-Merger NOLs relate in proportion to each Blocker Shareholder’s interest in such Blocker prior to the Reorganization;

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(ii) any Blocker Transferred Basis and Blocker Basis Adjustments shall be determined separately with respect to each Blocker based on the Blocker Transferred Basis and Blocker Basis Adjustments associated with the LLC Interests that were acquired directly or indirectly as a result of the participation of such Blocker in the Reorganization, using reasonable methods for tracking such Blocker Transferred Basis and Blocker Basis Adjustments, and is Attributable to the Blocker Shareholders of each Blocker to which such Blocker Transferred Basis or Blocker Basis Adjustments relates in proportion to each Blocker Shareholder’s interest in such Blocker prior to the Reorganization;

(iii) any Common Basis and Basis Adjustments shall be determined separately with respect to each LLC Interest Holder, using reasonable methods for tracking such Common Basis or Basis Adjustments, and are Attributable to each LLC Interest Holder in an amount equal to the total Common Basis and Basis Adjustments relating to such LLC Interests Exchanged by such LLC Interest Holder; and

(vi) any deduction to the Corporate Taxpayer with respect to a Taxable Year in respect of Imputed Interest is Attributable to the Person that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to Tax thereon).

“Basis Adjustment” means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b), 755 and 1012 of the Code, the Treasury Regulations promulgated thereunder and Rev. Rul. 99-6, 1991-1 CB 432 (in situations where, as a result of one or more Exchanges, the LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes) or under Sections 734(b), 743(b), 754 and 755 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, the LLC remains in existence as an entity for U.S. federal income Tax purposes), in each case, as a result of an Exchange and the payments made pursuant to this Agreement (to the extent permitted by law).

“Basis Schedule” is defined in Section 2.1 of this Agreement.

A “Beneficial Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Blocker” is defined in the Recitals of this Agreement.

“Blocker Basis Adjustment” means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b), 755 and 1012 of the Code, the Treasury Regulations promulgated thereunder and Rev. Rul. 99-6, 1991-1 CB 432 (in situations where the LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income Tax purposes) or under Sections 734(b), 743(b), 754 and 755 of the Code and the Treasury Regulations promulgated thereunder (in situations where the LLC remains in existence as an entity for U.S. federal income Tax purposes), in each case, associated with the LLC Interests held by each Blocker Corporation.

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“Blocker Pre-Merger NOLs” means, without duplication, the net operating losses, capital losses, research and development credits, work opportunity Tax credits, excess Section 163(j) limitation carryforwards, charitable deductions, foreign Tax credits and any Tax attributes subject to carryforward under Section 381 of the Code that the Corporate Taxpayer is entitled to utilize as a result of the Blockers’ participation in the Reorganization that relate to periods (or portions thereof) prior to the Reorganization; provided, that in order to determine whether any such Tax attribute is a Blocker Pre-Merger NOL, the Taxable Year of the Corporate Taxpayer that includes the effective date of the Reorganization shall be deemed to end as of the close of such effective date. Notwithstanding the foregoing, the Blocker Pre-Merger NOLs shall not include any Tax attribute of a Blocker that is used to offset Taxes of such Blocker, if such offset Taxes are attributable to taxable periods (or portion thereof) ending on or prior to the date of the Reorganization.

“Blocker Shareholder” means, a Person who, prior to the Reorganization, holds equity interests of a Blocker, and as a result of the Reorganization, holds Class A Shares or held Class A Shares prior to any disposition thereof.

“Blocker Transferred Basis” means the existing Tax basis of any Reference Asset that is (i) depreciable or amortizable (or that will eventually be subject to depreciation or amortization once placed in service) for U.S. federal income Tax purposes, (ii) stock of a corporation, or (iii) land, in each case, that is Attributable to the LLC Interests acquired by the Corporate Taxpayer as a result of the Reorganization, determined as of immediately prior to Reorganization. For the avoidance of doubt, Blocker Transferred Basis shall not include any Blocker Basis Adjustments.

“Board” means the Board of Directors of the Corporate Taxpayer (or any committee of the Board validly authorized to act on behalf of the Board).

“Business Day” means a day, other than Saturday, Sunday or other day on which banks located in New York City, New York are authorized or required by law to close.

“Change of Control” means the occurrence of any of the following events:

(i) any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Securities and Exchange Act of 1934, or any successor provisions thereto, excluding (x) a corporation or other entity owned, directly or indirectly, by the stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of stock in the Corporate Taxpayer and (y) any TRA Party or any of their Affiliates, who is, or becomes the Beneficial Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the Corporate Taxpayer’s then outstanding voting securities; or

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(ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Corporate Taxpayer then serving: individuals who, on the IPO Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Corporate Taxpayer’s stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the IPO Date or whose appointment, election or nomination for election was previously so approved or recommended by the directors referred to in this clause (ii); or

(iii) there is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute at least a majority of the board of directors of the company surviving the merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation do not continue to represent or are not converted or exchanged into more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or

(iv) the stockholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer of all or substantially all of the Corporate Taxpayer’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.

Notwithstanding the foregoing, except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions. Notwithstanding the foregoing or anything to the contrary in this Agreement, the Spin/Merger (and any transaction consummated by Yuma or its Affiliates in connection therewith) shall not constitute a Change of Control under this Agreement.

“Class A Shares” is defined in the Recitals of this Agreement.

“Code” is defined in the Recitals of this Agreement.

“Combined State Tax Rate” means 2%; provided, however, that the parties hereto shall endeavor in good faith to adjust the Combined State Tax Rate, as appropriate, to account for (i) a significant change to an applicable state tax rate as a result of a legislative change or (ii) a significant change to the Corporate Taxpayer’s nexus for state tax purposes.

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“Common Basis” means the existing Tax basis of any Reference Asset that is (i) depreciable or amortizable (or that will eventually be subject to depreciation or amortization once placed in service) for U.S. federal income Tax purposes, (ii) stock of a corporation, or (iii) land, in each case, that is Attributable to the LLC Interests acquired by the Corporate Taxpayer upon an Exchange, determined as of immediately prior to such Exchange. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Corporate Taxpayer” is defined in the Preamble to this Agreement.

“Corporate Taxpayer Return” means the U.S. federal income Tax Return of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

“Cumulative Net Realized Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence at the time of such determination.

“Default Rate” means a per annum rate of SOFR plus 500 basis points.

“Determination” shall have the meaning ascribed to such term in Section 1313(a) of the Code, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax and shall also include the acquiescence of the Corporate Taxpayer to the amount of any assessed liability for Tax.

“Early Termination Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“Early Termination Effective Date” is defined in Section 4.2 of this Agreement.

“Early Termination Notice” is defined in Section 4.2 of this Agreement.

“Early Termination Payment” is defined in Section 4.3(b) of this Agreement.

“Early Termination Rate” means a per annum rate of the lesser of (i) 6.5%, compounded annually, and (ii) SOFR plus 100 basis points.

“Early Termination Schedule” is defined in Section 4.2 of this Agreement.

“Exchange” is defined in the Recitals of this Agreement.

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“Exchange Agreement” means the Exchange Agreement, dated as of [●], among the Corporate Taxpayer, the LLC, Yuma, Yuma Subsidiary, Inc., TPG Rise Flash, L.P., and the holders party thereto, as amended from time to time.

“Exchange Date” means the date of any Exchange.

“Expert” is defined in Section 7.8 of this Agreement.

“Flex” means Flex Ltd., a Singapore incorporated public company.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, an amount equal to the hypothetical liability for U.S. federal income Taxes of (i) the Corporate Taxpayer and (ii) without duplication, the LLC, but only with respect to U.S. federal income Taxes imposed on the LLC and allocable to the Corporate Taxpayer (or to the other members of the consolidated group of which the Corporate Taxpayer is the parent), in each case using the same methods, elections, conventions, U.S. federal income Tax rate and similar practices used on the relevant Corporate Taxpayer Return, but (a) calculated without taking into account the Blocker Pre-Merger NOLs, Blocker Transferred Basis, Blocker Basis Adjustments, Common Basis, or Basis Adjustments for the Reference Assets, and (b) excluding any deduction attributable to Imputed Interest for the Taxable Year. Hypothetical Tax Liability shall be determined (A) without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to a Tax Attribute as applicable, and (B) assuming, solely for purposes of calculating the liability for U.S. federal income Taxes in clause (i), in order to prevent double counting, that the deductions of (and other impacts of) U.S. state and local taxes are excluded for U.S. federal income Tax purposes.

“Imputed Interest” in respect of a TRA Party shall mean any interest imputed under Sections 1272, 1274 or 483 or other provision of the Code with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under this Agreement.

“Interest Amount” is defined in Section 3.1(b) of this Agreement.

“IPO” means the initial public offering of Class A Shares by the Corporate Taxpayer.

“IPO Date” means the closing date of the IPO.

“IRS” means the United States Internal Revenue Service.

“LLC” is defined in the Recitals of this Agreement.

“LLC Agreement” means the Third Amended and Restated Limited Liability Company Agreement of the LLC, as amended from time to time.

“LLC Interest Holder” means a holder of the LLC Interests following the Reorganization other than the Corporate Taxpayer.

“LLC Interests” is defined in the Recitals of this Agreement.

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“Market Value” shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, further, that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares, as determined by the Board in good faith.

“Material Objection Notice” is defined in Section 4.2 of this Agreement.

“Net Tax Benefit” is defined in Section 3.1(b) of this Agreement.

“Notice of Exchange” shall have the meaning set forth in the Exchange Agreement.

“Objection Notice” is defined in Section 2.3(a) of this Agreement.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Realized Tax Benefit” means, for a Taxable Year, the sum of (i) the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability and (ii) the State Tax Benefit. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

“Realized Tax Detriment” means, for a Taxable Year, the sum of (i) the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability and (ii) the State Tax Detriment. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

“Reconciliation Dispute” is defined in Section 7.8 of this Agreement.

“Reconciliation Procedures” is defined in Section 2.3(a) of this Agreement.

“Reference Asset” means an asset that is held by the LLC, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes of the applicable Tax. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

“Reorganization” is defined in the Recitals of this Agreement.

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“Schedule” means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule.

“Senior Obligations” is defined in Section 5.1 of this Agreement.

“Side Letter” means the Letter Agreement, dated as of the date hereof, entered into in connection with this Agreement among the Corporate Taxpayer, Yuma, and the TPG Parties, as amended from time to time.

“SOFR” means with respect to any day, a rate per annum equal to the Secured Overnight Financing Rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York’s website. In no event will SOFR be less than 0%.

“SpinCo” is defined in Section 4.1(d) of this Agreement.

“Spin/Merger” is defined in Section 4.1(d) of this Agreement.

“Spin/Merger Date” is defined in Section 4.1(d) of this Agreement.

“State Tax Benefit” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability; provided that, for purposes of determining the State Tax Benefit, each of the Hypothetical Tax Liability and the Actual Tax Liability shall be calculated using the Combined State Tax Rate instead of the rates applicable for U.S. federal income Tax purposes.

“State Tax Detriment” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability; provided that, for purposes of determining the State Tax Detriment, each of the Actual Tax Liability and the Hypothetical Tax Liability shall be calculated using the Combined State Tax Rate instead of the rates applicable for U.S. federal income Tax purposes.

“Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“Tax Attributes” is defined in the Recitals of this Agreement.

“Tax Benefit Payment” is defined in Section 3.1(b) of this Agreement.

“Tax Benefit Schedule” is defined in Section 2.2(a) of this Agreement.

“Tax Receivable Agreement” means this Agreement.

“Tax Return” means any return, declaration, report or similar statement required to be filed with respect to taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated tax.

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“Taxable Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO Date.

“Taxes” means any and all U.S. federal taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.

“Taxing Authority” means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising tax regulatory authority.

“TPG Parties” means TPG Rise Flash, L.P., TPG Rise Climate Flash CI BDH, LP, TPG Rise Climate BDH, LP, and The Rise Fund II BDH, LP.

“TPG Assignee” means any Person that is assigned any rights under this Agreement from any of the TPG Parties or any other Person that is, prior to such assignment, a TPG Assignee.

“TRA Parties” is defined in the Preamble to this Agreement.

“Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date, (1) the Corporate Taxpayer will have taxable income sufficient to fully utilize the Tax items arising from the Tax Attributes (other than any items addressed in clause (2) below) during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such items would become available, (2) any Blocker Pre-Merger NOLs or loss carryovers or carrybacks generated by deductions arising from any Tax Attributes or Imputed Interest that are available as of the date of such Early Termination Date will be used by the Corporate Taxpayer on a pro rata basis from the date of such Early Termination Date through the earlier of (x) the scheduled expiration date under applicable tax law of such Blocker Pre-Merger NOLs or loss carryovers or carrybacks or (y) the fifth anniversary of the Early Termination Date, (3) the U.S. federal income Tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date, (4) all taxable income of the Corporate Taxpayer will be subject to the maximum applicable Tax rate for U.S. federal income Tax purposes throughout the relevant period, (5) any non-amortizable assets will be disposed of on the fifteenth anniversary of the Early Termination Date, in a fully taxable transaction for U.S. federal income Tax purposes and any cash equivalents will be disposed of twelve months following the Early Termination Date; provided, that in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (6) if, at the Early Termination Date, there are LLC Interests that have not been Exchanged, then each such LLC Interest shall be deemed to be Exchanged for the Market Value of the Class A Shares and the amount of cash that would be transferred if the Exchange occurred on the Early Termination Date.

“Yuma” is defined in the Recitals of this Agreement.

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ARTICLE II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT

Section 2.1 Basis Schedule. Within 90 calendar days after the filing of the U.S. federal income Tax Return of the Corporate Taxpayer for each relevant Taxable Year (including the Taxable Year in which the IPO occurs), the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, the following items: (i) the Blocker Transferred Basis of the Reference Assets in respect of such TRA Party, if any, (ii) the Blocker Basis Adjustments of the Reference Assets in respect of such TRA Party, if any, (iii) the Common Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, if any, (iv) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any Prior Taxable Year by such TRA Party, if any, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such TRA Party, and (z) in the case of a Basis Adjustment under Section 734(b) of the Code, solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (v) the period (or periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable, (vi) the period (or periods) over which the Blocker Transferred Basis, the Blocker Basis Adjustments, the Common Basis and the Basis Adjustment in respect of such TRA Party is amortizable and/or depreciable, and (vii) the Blocker Pre-Merger NOLs Attributable to such TRA Party that remain, if any, and may give rise to payments pursuant to the terms of this Agreement.

Section 2.2 Tax Benefit Schedule.

(a) Tax Benefit Schedule. Within 90 calendar days after the filing of the U.S. federal income Tax Return of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment a portion of which is Attributable to a TRA Party, the Corporate Taxpayer shall provide to such TRA Party a schedule showing, in reasonable detail, the calculation of the Tax Benefit Payment for such Taxable Year and the calculation of the Realized Tax Benefit and Realized Tax Detriment and components thereof in respect of such TRA Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

(b) Applicable Principles. The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax Attributes, determined using a “with and without” methodology. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any period, carryovers or carrybacks of any Tax item attributable to the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks

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of the relevant type. If the Hypothetical Tax Liability for a Taxable Year takes into account the carryover or carryback of a Tax item that is not attributable to a Tax Attribute and, as a result, a Tax Attribute is not taken into account as a Realized Tax Benefit or Realized Tax Detriment in such Taxable Year, then such carryover or carryback shall be considered attributable to a Tax Attribute in future Taxable Years (without duplication), as applicable. If a carryover or carryback of any Tax item includes a portion that is attributable to the Tax Attributes and another portion that is not, such respective portions shall be considered to be used in accordance with the “with and without” methodology.    The parties agree that (i) all Tax Benefit Payments attributable to Common Basis or Basis Adjustments (to the extent permitted by law and other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Reference Assets for the Corporate Taxpayer and (B) have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, (ii) as a result, such additional Basis Adjustments will be incorporated into the calculation in the year of payment and into future year calculations, as appropriate, and (iii) all Tax Benefit Payments attributable to Blocker Transferred Basis, Blocker Basis Adjustments or Blocker Pre-Merger NOLs (to the extent permitted by law and other than amounts accounted for as interest under the Code) will be treated as “other property or money” within the meaning of Section 356(a)(1)(B) of the Code received in the Reorganization.

Section 2.3 Procedures; Amendments.

(a) Procedure. Every time the Corporate Taxpayer delivers to a TRA Party an applicable Schedule under this Agreement, including any Amended Schedule delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer shall also (x) deliver to such TRA Party schedules, valuation reports, if any, and work papers, as determined by the Corporate Taxpayer or as reasonably requested by such TRA Party, providing reasonable detail regarding the preparation of the Schedule and (y) allow such TRA Party reasonable access, at no cost, to the appropriate representatives at the Corporate Taxpayer, as determined by the Corporate Taxpayer or reasonably requested by such TRA Party, in connection with a review of such Schedule. Without limiting the application of the preceding sentence, each time the Corporate Taxpayer delivers to a TRA Party a Tax Benefit Schedule, in addition to the Tax Benefit Schedule duly completed, the Corporate Taxpayer shall deliver to such TRA Party any other work papers as determined by the Corporate Taxpayer or reasonably requested by such TRA Party, provided that the Corporate Taxpayer shall be entitled to redact any information that it reasonably believes is unnecessary for purposes of determining the items in the applicable Schedule or amendment thereto. An applicable Schedule or amendment thereto shall become final and binding on all parties 30 calendar days after the first date on which such TRA Party has received the applicable Schedule or amendment thereto unless such TRA Party (i) within 30 calendar days after receiving an applicable Schedule or amendment thereto, provides the Corporate Taxpayer with written notice of a material objection to such Schedule (“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and any objecting TRA Party, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within 30 calendar days after receipt by the Corporate Taxpayer of an Objection Notice, the Corporate Taxpayer and such TRA Party shall employ the reconciliation procedures as described in Section 7.8 of this Agreement (the “Reconciliation Procedures”).

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(b) Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified after the date the Schedule was provided to a TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within 90 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1 Payments.

(a) Payments. Within five calendar days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance with Section 2.3(a), the Corporate Taxpayer shall pay such TRA Party for such Taxable Year an amount equal to the excess, if any, of (i) the Tax Benefit Payment in respect of such TRA Party for such Taxable Year determined pursuant to Section 3.1(b) over (ii) the aggregate amount of Advance Payments previously made to such TRA Party under this Section 3.1(a) in respect of such Taxable Year. In addition, the Corporate Taxpayer may, at its sole election, make Advance Payments to the TRA Parties in respect of a Taxable Year; provided that, if the Corporate Taxpayer makes Advance Payments, it shall make Advance Payments to all parties eligible to receive payments under this Agreement in proportion to their respective amount of anticipated remaining payments under this Agreement in respect of such Taxable Year. Each such Tax Benefit Payment or such Advance Payment shall be made by wire transfer of immediately available funds to the bank account designated by such TRA Party to the Corporate Taxpayer. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect of estimated tax payments, including, without limitation, federal estimated income Tax payments. Notwithstanding anything to the contrary in this Agreement, with respect to each Exchange by or with respect to any TRA Party, if such TRA Party notifies the Corporate Taxpayer in writing of a stated maximum selling price (within the meaning of Treasury Regulations Section 15A.453-1(c)(2)), then the amount of the consideration received in connection with such Exchange and the aggregate Tax Benefit Payments to such TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price.

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(b) A “Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to the sum of the portion of the Net Tax Benefit Attributable to such TRA Party and the Interest Amount with respect thereto. For the avoidance of doubt, for tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of LLC Interests in Exchanges unless otherwise required by law. The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under Section 3.1(a) of this Agreement (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no TRA Party shall be required to return any portion of any previously made Tax Benefit Payment or Advance Payment. The “Interest Amount” in respect of a TRA Party shall equal the interest on the amount of the unpaid Net Tax Benefit Attributable to such TRA Party for a Taxable Year, which interest shall accrue on any unpaid Net Tax Benefit from and after the due date (without extensions) for filing the Corporate Taxpayer Return for such Taxable Year until the payment date under Section 3.1(a), calculated at the Agreed Rate. “Advance Payments” in respect of a TRA Party for a Taxable Year means the payments made by the Corporate Taxpayer to such TRA Party as an advance of such TRA Party’s anticipated Tax Benefit Payment for such Taxable Year.

Section 3.2 No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions are realized.

Section 3.3 Pro Rata Payments; Limited Taxable Income; Excess Payments.

(a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit from the reduction in tax liability as a result of the Tax Attributes is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the TRA Parties eligible for payments under this Agreement in proportion to the respective amounts of Tax Benefit Payments that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation. If an election under Section 336(e) of the Code is made with respect to the Spin/Merger as contemplated by a tax matters agreement entered into by and among the Corporate Taxpayer, Flex, and Yuma in connection with the Spin/Merger, then any tax attributes from the step-up in tax basis resulting from such election shall be treated as the last tax items claimed for any Taxable Year by the Corporate Taxpayer (including after the utilization of the Tax Attributes contemplated by this Agreement).

(b) After taking into account Section 3.3(a), if for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all TRA Parties eligible to receive Tax Benefit Payments under this Agreement in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments, and (ii) no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full.

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(c) To the extent the Corporate Taxpayer makes a payment to a TRA Party in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and (b), but excluding payments attributable to Interest Amounts) in an amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such Taxable Year, then (i) such TRA Party shall not receive further payments under Section 3.1(a) until such TRA Party has foregone an amount of payments equal to such excess and (ii) the Corporate Taxpayer shall pay the amount of such TRA Party’s foregone payments to the other TRA Parties in a manner such that each of the other TRA Parties, to the maximum extent possible, shall have received aggregate payments under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and (b) of this Agreement but excluding payments attributable to Interest Amounts) in the amount it would have received if there had been no excess payment to such TRA Party.

ARTICLE IV

TERMINATION

Section 4.1 Early Termination and Breach of Agreement.

(a) Unless terminated earlier pursuant to Section 4.1(b) or (c), this Agreement will terminate when there is no further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned on any TRA Party retaining an interest in the Corporate Taxpayer or the LLC (or any successor thereto).

(b) The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the LLC Interests held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided, however, that this Agreement shall only terminate pursuant to this Section 4.1(b) upon the receipt of the Early Termination Payment by all TRA Parties; provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(b) prior to the time at which an Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer in accordance with this Section 4.1(b), the Corporate Taxpayer shall not have any further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by the Corporate Taxpayer, on one hand, and the TRA Party, on the other, as due and payable but unpaid as of the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange by a TRA Party occurs after the Corporate Taxpayer makes the Early Termination Payment to such TRA Party pursuant to this Section 4.1(b), the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.

(c) In the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three months of the date on which such payment is due, failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, (2)(A) commences any case, proceeding or other action

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(i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the nature referred to in clause (A) above that remains undismissed or undischarged for a period of 60 days, then all obligations hereunder shall be accelerated and shall be immediately due and payable and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include (without duplication), but not be limited to, (1) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of such breach, (2) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and such TRA Party as due and payable but unpaid as of the date of such breach, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including the date of such breach; provided that procedures similar to the procedures of Section 4.2 shall apply with respect to the determination of the amount payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (1), (2) and (3) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment despite using reasonable best efforts to obtain funds to make such payment (including by causing the LLC or any other Subsidiaries to distribute or lend funds for such payment and access any revolving credit facilities or other sources of available credit to fund any such amounts); provided, that the interest provisions of Section 5.2 shall apply to such late payment; provided, further, that, solely with respect to a Tax Benefit Payment, if the Corporate Taxpayer does not have sufficient cash to make such payment as a result of limitations imposed by existing credit agreements to which the LLC is a party, which limitations are effective as of the date of this Agreement, Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate.

(d) Notwithstanding anything in this Agreement to the contrary (including provisions governing a Change of Control), if Flex distributes the stock of Yuma or a corporation to which Yuma is contributed (in either case, “SpinCo”) to its shareholders in a transaction intended to qualify under Section 355 of the Code and SpinCo then merges, consolidates or combines with the Corporate Taxpayer (or a wholly owned Subsidiary of the Corporate Taxpayer) in a transaction intended to qualify as a reorganization under Section 368 of the Code or a contribution under Section 351 of the Code (the “Spin/Merger”), then, at SpinCo’s election, either (A) SpinCo shall assign its rights under this Agreement to any Person pursuant to Section 7.5(a) on (or prior to) the day preceding the day the Spin/Merger is effected (the “Spin/Merger Date”), or (B)(i) this Agreement shall automatically terminate with respect to SpinCo on the Spin/Merger Date and (ii) the Corporate Taxpayer shall have no obligations to SpinCo under this Agreement (including for any Early Termination Payment or Tax Benefit Payments).

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(e) In the event of a Change of Control, all obligations of the Corporate Taxpayer hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of a Change of Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include, without duplication, (1) the Early Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent included in clause (1) or clause (2)). For the avoidance of doubt, Section 4.2 and Section 4.3 shall apply to a Change of Control, mutatis mutandis.

Section 4.2 Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party with respect to whom such right of early termination is being exercised notice of such intention to exercise such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due to each such TRA Party. Each Early Termination Schedule shall become final and binding on all parties 30 calendar days after the first date on which the TRA Party has received such Schedule or amendment thereto unless such TRA Party (i) within 30 calendar days after receiving the Early Termination Schedule or any amendment thereto, provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause (i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer (such 30 calendar day date as modified, if at all by clauses (i) or (ii), the “Early Termination Effective Date”). If the Corporate Taxpayer and a TRA Party, for any reason, are unable to successfully resolve the issues raised in such notice within 30 calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and such TRA Party shall employ the Reconciliation Procedures in which case such Schedule becomes binding 10 days after the conclusion of the Reconciliation Procedures.

Section 4.3 Payment upon Early Termination.

(a) Within three calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party with respect to whom such termination has just occurred an amount equal to the Early Termination Payment with respect to such TRA Party. Such payment shall be made by wire transfer of immediately available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA Party.

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(b) “Early Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early Termination Rate (using a mid-year convention) as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required to be paid by the Corporate Taxpayer to such TRA Party beginning from the Early Termination Date and assuming that the Valuation Assumptions in respect of such TRA Party are applied. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) no Early Termination Payment shall be made until all Tax Benefit Payments under Section 3.1 in respect of the current Taxable Year and all prior Taxable Years have been made in full, (ii) no Early Termination Payments shall be made until all Early Termination Payments made pursuant to earlier-provided Early Termination Notices have been made in full, and (iii) if the Corporate Taxpayer does not pay all Early Termination Payments in respect of Early Termination Notices given in the same calendar year, the total amount paid shall be allocated pro-rata based on the outstanding Early Termination Payments due.

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1 Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination Payment or any other payment required to be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (such obligations, “Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. For the avoidance of doubt, any amounts owed by the Corporate Taxpayer under this Agreement are not Senior Obligations.

Section 5.2 Late Payments by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment or other payment under this Agreement not made to the TRA Parties when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit Payment, Early Termination Payment or other payment was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1 Participation in the Corporate Taxpayer’s and the LLC’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporate Taxpayer and the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify a TRA Party of, and (to the extent permitted by law or regulation) will use commercially reasonable efforts to keep such TRA Party reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and the LLC by a Taxing Authority the outcome

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of which is reasonably expected to affect the rights and obligations of such TRA Party under this Agreement, and shall use commercially reasonable efforts to provide to each such TRA Party reasonable opportunity to provide information and other input to the Corporate Taxpayer, the LLC and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and the LLC shall not be required to take any action that is inconsistent with any provision of the LLC Agreement.

Section 6.2 Consistency. The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local tax purposes and financial reporting purposes, all tax-related items (including, without limitation, the Tax Attributes and each Tax Benefit Payment) in a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by law.

Section 6.3 Cooperation. Each of the Corporate Taxpayer and the TRA Parties shall (a) furnish to the other party in a timely manner such information, documents and other materials as the other party may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to the other party and its representatives to provide explanations of documents and materials and such other information as the other party or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse each such TRA Party for any reasonable third-party costs and expenses incurred pursuant to this Section 6.3.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.1):

If to the Corporate Taxpayer, to:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Attention: General Counsel

E-mail: lschlesinger@nextracker.com

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with a copy (which shall not constitute notice to the Corporate Taxpayer) to:

Flex Ltd.

6201 America Center Dr

San Jose, CA 95002

Attention: General Counsel

E-mail: general.counsel@flex.com

With copy to: richard.riecker@flex.com

with a copy (which shall not constitute notice to the Corporate Taxpayer) to:

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention: Sharon R. Flanagan

    Samir A. Gandhi

E-mail:     sflanagan@sidley.com

    sgandhi@sidley.com

If to a TRA Party, to:

The address, fax number and email address set forth in the joinder agreement to the Exchange Agreement.

Any party may change its address, fax number or email by giving the other party written notice of its new address, fax number or email in the manner set forth above.

Section 7.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 7.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 7.4 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal

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or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.5 Successors; Assignment; Amendments; Waivers.

(a) Each TRA Party may assign any of its rights under this Agreement in whole or in part to any Person as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in the form of Exhibit A or such other form mutually agreed by the parties, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder; provided, that any TPG Assignee shall execute a joinder to the Side Letter agreeing to be bound by all terms of the Side Letter, which shall be delivered by such TPG Assignee at the same time as the joinder to this Agreement.

(b) No provision of this Agreement may be amended or waived unless such amendment or waiver is approved in writing by the Corporate Taxpayer and each of the TRA Parties. Notwithstanding anything to the contrary in this Agreement (including this Section 7.5), the execution and delivery of a joinder to this Agreement pursuant to Section 7.5(a) shall not require the consent of the Corporate Taxpayer or any of the TRA Parties.

(c) All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

Section 7.6 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 7.7 Governing Law; Submission to Jurisdiction.

(a) This Agreement, and all rights and remedies in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether under the laws of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

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(b) THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY U.S. DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED, IN EACH CASE, IN WILMINGTON, DELAWARE, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 7.8 Reconciliation. In the event that the Corporate Taxpayer and a TRA Party are unable to resolve a disagreement with respect to the matters governed by Sections 2.3, 3.1, 4.2 or 6.2 within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and such TRA Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or such TRA Party or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party are unable to agree on an Expert within 15 calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence. The Corporate Taxpayer and the TRA Party shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party’s position, in

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which case the Corporate Taxpayer shall reimburse the TRA Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.8 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.8 shall be binding on the Corporate Taxpayer and the TRA Party and may be entered and enforced in any court having jurisdiction.

Section 7.9 Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made. Each TRA Party shall promptly provide the Corporate Taxpayer or other applicable withholding agent with any applicable tax forms and certifications (including a properly executed IRS Form W-9 or the applicable version of a properly executed IRS Form W-8) reasonably requested by the Corporate Taxpayer, in connection with determining whether any such deductions and withholdings are required under the Code or any provision of state, local or foreign tax law.

Section 7.10 Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.

(a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If the Corporate Taxpayer (or any member of a group described in Section 7.10(a)) transfers or is deemed to transfer any LLC Interest or any Reference Asset (directly or indirectly, including through a transfer or deemed transfer of equity interests in any Blocker) to a transferee that is treated as a corporation for U.S. federal income Tax purposes (other than a member of a group described in Section 7.10(a)) in a transaction in which the transferee’s basis in the property acquired is determined in whole or in part by reference to such transferor’s basis in such property, then the Corporate Taxpayer shall cause such transferee to assume the obligation to make payments hereunder with respect to the applicable Tax Attributes associated with any LLC Interest or any Reference Asset or interest therein, or any Blocker, acquired (directly or indirectly) in such transfer (taking into account any gain recognized in the transaction) in a manner consistent with the terms of this Agreement as the transferee (or one of its Affiliates) actually realizes tax benefits from the Tax Attributes.

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(c) If the LLC or any applicable Subsidiary transfers (or is deemed to transfer for U.S. federal income Tax purposes) any Reference Asset to a transferee that is treated as a corporation for U.S. federal income Tax purposes (other than a member of a group described in Section 7.10(a)) in a transaction in which the transferee’s basis in the property acquired is determined in whole or in part by reference to such transferor’s basis in such property, the LLC or the applicable Subsidiary shall be treated as having disposed of the Reference Asset in a wholly taxable transaction. The consideration deemed to be received by the LLC or the applicable Subsidiary in the transaction contemplated in the prior sentence shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

(d) If the Corporate Taxpayer (or any member of a group described in Section 7.10(a)) transfers (or is deemed to transfer for U.S. federal income Tax purposes) any LLC Interest in a transaction that is wholly or partially taxable, then for purposes of calculating payments under this Agreement, the LLC shall be treated as having disposed of the portion of any Reference Asset (determined based on a pro rata share of an undivided interest in each Reference Asset) that is indirectly transferred by the Corporate Taxpayer or other entity described above (i.e., taking into account the number of LLC Interests transferred) in a wholly or partially taxable transaction, as applicable, in which all income, gain or loss is allocated to the Corporate Taxpayer. The consideration deemed to be received by the LLC shall be equal to the fair market value of the deemed transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Section 7.11 Confidentiality.

(a) Each TRA Party and each of their assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer and its Affiliates and successors, concerning the LLC and its Affiliates and successors or the TRA Parties, learned by the TRA Parties heretofore or hereafter. This Section 7.11 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary herein, each TRA Party and each of their assignees (and each employee, representative or other agent of such TRA Party or its assignees, as applicable) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Corporate Taxpayer, the LLC and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such TRA Party relating to such tax treatment and tax structure.

27

(b) If a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.11, the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section 7.11 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Parties and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

Section 7.12 LLC Agreement. This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

Section 7.13 Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by such TRA Party (or direct or indirect equity holders in such TRA Party) upon an Exchange to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income Tax purposes or would have other material adverse tax consequences to the Corporate Taxpayer or such TRA Party or any direct or indirect owner of such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (i) shall cease to have further effect with respect to such TRA Party, (ii) shall not apply to an Exchange occurring after a date specified by such TRA Party, or (iii) shall otherwise be amended in a manner determined by such TRA Party; provided, that such amendment shall not (A) adversely impact the Corporate Taxpayer or any other TRA Party or (B) result in an increase in payments under this Agreement to such TRA Party at any time as compared to the amounts and times of payments that would have been due to such TRA Party in the absence of such amendment.

[The remainder of this page is intentionally blank]

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IN WITNESS WHEREOF, the Corporate Taxpayer and each of the TRA Parties have duly executed this Agreement as of the date first written above.

Nextracker Inc.
By:
	Name:
	Title:

Yuma, Inc.
By:
	Name:
	Title:
Yuma Subsidiary, Inc.
By:
	Name:
	Title:

30

Nextracker LLC
By:
	Name:
	Title:

31

TPG Rise Flash, L.P.
By:
	Name:
	Title:
The Rise Fund II BDH, LP
By:
	Name:
	Title:
TPG Rise Climate BDH, LP
By:
	Name:
	Title:
TPG Rise Climate Flash CI BDH, LP
By:
	Name:
	Title:

32

Exhibit A Form of Joinder

EX-10.4

Exhibit 10.4

Nextracker Inc.

Nextracker LLC

The Rise Fund II BDH, LP

TPG Rise Climate BDH, LP

TPG Rise Climate Flash CI BDH, LP

TPG Rise Flash, L.P.

Yuma Subsidiary, Inc.

Yuma, Inc.

[Delivered via Email]

LETTER AGREEMENT

Reference is made to the Tax Receivable Agreement, dated as of the date hereof (the “Tax Receivable Agreement”), among Nextracker Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party thereto. Capitalized terms used in this Agreement (this “Agreement”) but not otherwise defined shall have the meanings ascribed to such terms in the Tax Receivable Agreement.

WHEREAS, the parties to this Agreement (the “Parties”) desire to set forth arrangements (i) for the Corporate Taxpayer to calculate and pay specified amounts to a bank account designated by Yuma, and (ii) for certain other matters in connection with the Spin/Merger.

NOW, THEREFORE, in consideration of the mutual agreement to enter into the Tax Receivable Agreement and this Agreement, the Parties, intending legally to be bound, hereby agree as of the date hereof as follows:

1. As used in this Agreement, the terms set forth in this Section 1 shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

a. “Corporate Taxpayer” means the Corporate Taxpayer (as defined in the Tax Receivable Agreement) and any of its successors or assignees obligated to make a payment under the Tax Receivable Agreement.

b. “Purchase” means the purchase by TPG Rise Flash, L.P. on February 1, 2022 of Series A Preferred Units of the LLC from Yuma pursuant to that certain Preferred Unit Purchase Agreement entered into on February 1, 2022.

c. “Specified Payment” means 50% of any payment (or portion thereof) otherwise owed by the Corporate Taxpayer to a TPG Party under the Tax Receivable Agreement that is attributable to a Specified Tax Attribute.

d. “Specified Tax Attribute” means (i) any Blocker Basis Adjustments or Basis Adjustments attributable to the Purchase, and (ii) any Blocker Transferred Basis or Common Basis attributable to the Series A Preferred Units in existence as of February 1, 2022, but in each case determined without regard to (A) any subsequent adjustments to such Tax Attributes as a result of any transfer or other transaction with respect to the relevant LLC Interest (including, for the avoidance of doubt, any Exchange); or (B) any deduction attributable to Imputed Interest or any additional Basis Adjustments attributable to any upward purchase price adjustment, in each case, resulting from payments made by the Corporate Taxpayer to a TPG Party under the Tax Receivable Agreement.

e. “TPG Parties” means the TPG Parties and any TPG Assignee (each as defined in the Tax Receivable Agreement).

2. Each TPG Party, the Corporate Taxpayer and Yuma hereby agree that the Corporate Taxpayer shall pay each Specified Payment to a bank account designated to the Corporate Taxpayer in writing by Yuma immediately after the IPO and Yuma Purchase (and from time to time thereafter, as applicable).

a. In connection with each Tax Benefit Schedule where all or a portion of the associated Tax Benefit Payment constitutes a Specified Payment, or as otherwise requested in writing at any other time by a TPG Party or Yuma, the Corporate Taxpayer shall provide the applicable TPG Party and Yuma a calculation, in reasonable detail, of the Specified Payment for the relevant Taxable Year in addition to any other related information reasonably requested by either party.

b. The calculation of the Specified Payment is intended to measure the decrease in the liability for taxes of the Corporate Taxpayer from certain Tax Attributes attributable to the Purchase but disregarding any subsequent adjustment to such Tax Attributes as a result of any transfer or other transaction with respect to the relevant LLC Interest. A Tax Attribute shall be considered attributable to the Purchase if such Tax Attribute would have been available as a result of the Purchase without regard to any subsequent adjustment to such Tax Attribute as a result of any transfer or other transaction with respect to the relevant LLC Interest (for the avoidance of doubt, (i) the acquisition by the Corporate Taxpayer of the relevant LLC Interest, either by the Reorganization or an Exchange, shall be taken into account but (ii) any adjustment associated with such acquisition shall be disregarded). For example, the Specified Payment shall take into account the Section 743(b) adjustment attributable to the Purchase and carried over to the Corporate Taxpayer as a result of an Exchange but shall not take into account any incremental Section 743(b) adjustment attributable to such Exchange.

2

3. The Parties intend and agree that (i) the Specified Payments shall be treated as paid directly from the Corporate Taxpayer to the beneficiary of the bank account designated under Section 2, and (ii) the Specified Payments attributable to Common Basis or Basis Adjustments (to the extent permitted by law and other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments to Yuma that give rise to further Basis Adjustments to Reference Assets for the Corporate Taxpayer and have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and (B) as a result, such additional Basis Adjustments will be incorporated into the calculation in the year of payment and into future year calculations, as appropriate, and give rise to further Tax Benefit Payments to Yuma (or its permitted assignees) pursuant to the Tax Receivable Agreement. The Parties agree to report and cause to be reported for all purposes, including federal, state and local tax purposes and financial reporting purposes, all tax-related items in a manner consistent with the preceding sentence unless otherwise required by law.

4. The TPG Parties shall, if applicable, examine any IRS ruling, IRS ruling request, tax opinion, associated officer certificate, or any other material delivered in connection with the foregoing related to the Spin/Merger (collectively, the “Tax Materials”) and confirm whether or not, to the best knowledge of such TPG Parties, any facts presented therein, to the extent descriptive of or otherwise relating to a TPG Party or an Affiliate of a TPG Party, were or will be, at the time presented and from such time until and including date of the Spin/Merger, true, correct, and complete in all material respects; provided, further, that Yuma (or, after the Spin/Merger Payment Date, an Affiliate of Yuma designated by Yuma prior to the Spin/Merger Payment Date that is reasonably acceptable to the TPG Parties) shall reimburse the TPG Parties for any reasonable out-of-pocket costs and expenses incurred in connection with any specific request made by Flex in writing that is outside the scope of examining the Tax Materials and making the representations contemplated by this Section 4.

5. This Agreement shall be treated as part of the Tax Receivable Agreement and construed in connection with the Tax Receivable Agreement and all terms, conditions and covenants contained in the Tax Receivable Agreement are hereby ratified and shall be and remain in full force and effect. Except as otherwise specified in this Agreement, the provisions of the Tax Receivable Agreement shall be applied mutatis mutandis to the calculation and payment of the Specified Payment and the other matters related thereto. For the avoidance of doubt, the Specified Payment shall not be paid on terms that are disproportionately more or less favorable than those terms applied to other payments under the Tax Receivable Agreement. It is intended that the provisions of this Agreement and the Tax Receivable Agreement will not result in duplicative payment of any amount (including interest) required under this Agreement or the Tax Receivable Agreement. The provisions of this Agreement and the Tax Receivable Agreement shall be construed in the appropriate manner to ensure such intentions of this Section 5 are realized.

3

6. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile or email transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

7. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8. This Agreement, and all rights and remedies in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether under the laws of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

9. THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY U.S. DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED, IN EACH CASE, IN WILMINGTON, DELAWARE, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT

4

APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties.

[Signature Pages Follow]

5

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

Nextracker Inc.

By:

Name:

Title:

[Signature Page to Letter Agreement]

Yuma, Inc.

By:

Name:

Title:

Yuma Subsidiary, Inc.

By:

Name:

Title:

[Signature Page to Letter Agreement]

Nextracker LLC

By:

Name:

Title:

[Signature Page to Letter Agreement]

TPG Rise Flash, L.P.

By:

Name:

Title:

The Rise Fund II BDH, LP

By:

Name:

Title:

TPG Rise Climate BDH, LP

By:

Name:

Title:

TPG Rise Climate Flash CI BDH, LP

By:

Name:

Title:

[Signature Page to Letter Agreement]

EX-10.14

**Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. [***] indicates that information has been redacted. **

NEXTRACKER CONFIDENTIAL Exhibit 10.14

GENERAL BUSINESS AGREEMENT

This General Business Agreement is entered into by and between Nextracker LLC, with a place of business at 6200 Paseo Padre Pkwy, Fremont, California 94555-3601, USA (“NX LLC” or “NX”) and Flextronics Industrial Ltd., with a place of business at Suite 402, St. James Court, St. Denis Street, Port Louis, Mauritius (“Supplier”). NX (as further defined in Section 1.3 below) and Supplier are referred to each as a “Party” or collectively as the “Parties.” This Agreement shall be considered executed by the Parties as of the date of the last signature (the “Execution Date”), but the terms of this Agreement shall be effective as of May 27, 2019 (“Effective Date”).

DEFINITIONS

“Affiliate” means, with respect to a Party, any person or entity that controls, is controlled by, or is under common control with that Party, where control means a fifty percent or more controlling interest.

“Aged Inventory” means any Inventory that Supplier has had on its books for more than [***].

“Agreement” means this General Business Agreement and its attachments, exhibits, and amendments.

“Approved Manufacturer List” or “AML” means the list approved by NX, which may be specified in the Bill of Materials for a Product, that determines the approved original equipment manufacturer for Materials.

“Approved Vendor List” or “AVL” means the list provided by NX or Supplier, as the case may be, and approved by NX, that determines the vendors from which Supplier must purchase Materials, and may include, but is not limited to, original equipment manufacturers, resellers, distributors, or brokers.

“Bill of Materials” or “BOM” means the bill of materials for a Product.

“Business Days” means from 8:00 a.m. to 5:00 p.m., in NX LLC’s time zone, Monday through Friday, excluding national bank holidays.

“Confidential Information” has the meaning assigned to it in Section 13 (Confidentiality/Non-disclosure).

“Delivery Date” means the date confirmed by Supplier on the purchase order acknowledgement which indicates when Product will be delivered to NX.

“Dispute” has the meaning assigned to it in the Section 15.5 (Arbitration, Governing Law).

“Economic Order Inventory” means Materials purchased in quantities above the required amount for purchase orders and the FOL in order to achieve price targets for such Materials.

“Effective Date” has the meaning set forth in the recitals above, before the section entitled “Definitions”.

“Environmental Regulations” means any applicable hazardous substance content laws and regulations including, without limitation, those related to or implementing EU Directive 2011/65/EU about the Restriction of Use of Hazardous Substances (RoHS) and (EC 1907/2006) dealing with the registration, evaluation, authorization and restriction of chemical substances (REACH).

“Excess Inventory” means any Product, partially completed Product, Inventory or Special Inventory, or some or both, owned by Supplier that is not required for consumption to satisfy demand for Products under the next [***] under then-current purchase order(s) and FOL.

“Execution Date” has the meaning set forth in the recitals above, before the section entitled “Definitions”.

“Flex Materials” has the meaning set forth in Section 8 (Discontinuance of Materials) below.

“FOL” has the meaning set forth in Section 3.1 below.

“FOL Commitment Process” has the meaning set forth in Section 3.1 below.

“Governmental Change” has the meaning set forth in the Section 4.3 below.

“Inventory” means any Materials that Supplier has on its books in accordance with the applicable Lead Time for use in the manufacture of Products pursuant to a purchase order or FOL from NX.

“Lead Time” means the Materials Procurement Lead Time plus Manufacturing Lead Time.

“Manufacturing Lead Time” means the manufacturing cycle time required from the delivery of the Materials at Supplier’s facility to the completion of the manufacture, assembly and test processes.

“Manufacturing Laws” means applicable laws, enactments, regulations, regulatory policies and guidelines, industry codes, regulatory permits and licenses regarding the manufacturing activity which are in force in the country of the Supplier premises where manufacturing of Products is taking place (including for the avoidance of doubt, laws on labour, health and safety of employees); for the avoidance of doubt, this does not include Product Laws.

“Materials” means components, parts, raw materials and subassemblies that comprise the Product and that appear on the Bill of Materials for the Product.

“Materials Procurement Lead Time” means, with respect to any particular item of Materials, the longer of (a) the lead time to obtain such Materials as recorded on Supplier’s system of record or (b) the actual lead time.

“Minimum Order Inventory” means Materials purchased in excess of requirements for purchase orders and FOL because of minimum lot sizes required by the vendor.

“[***] Charges” means a [***] finance carrying charge of [***], and storage and handling charge of [***].

“NX” has the meaning set forth in the recitals above, as further defined in Section 1.3.

“NX Controlled Materials” means those Materials classified on the respective BOM as Materials controlled by NX, to be updated on a [***] basis, provided that any Materials classified as such can become Materials that are not controlled by NX, only with written agreement of Supplier.

“NRE Charges” means: (a) Product-specific tooling, equipment or software and (b) incurred labor and other reasonably necessary non-recurring set-up, tooling or similar expenses as set forth in Flex’s pricing quotations.

“Obsolete Inventory” is Inventory that (i) has been removed by NX from the Bill of Materials for a Product as a result of an engineering change; or (ii) are no longer on an active Bill of Materials for any Products manufactured by Supplier for NX.

“Prices” has the meaning set forth in Section 3.1 below.

“Product” means an item in its completed form as described in written and agreed upon Specifications and that is the object of the Services and is sold by Supplier and purchased by NX pursuant to this Agreement.

“Product Laws” means applicable laws, enactments, regulations, regulatory policies and guidelines, industry codes, regulatory permits and licenses regarding the Product and its Materials which are in force in the country in which the Product is handled, stored, sold, promoted or used by NX.

“Services” has the meaning set forth in Section 1.1 below.

“Special Inventory” means any Minimum Order Inventory, Economic Order Inventory, safety stock and other mutually-agreed Inventory acquired by Supplier in excess of the [***] FOL to support flexibility or demand requirements.

“Spin/Merger” means a distribution by Flex, Ltd. of the stock of Yuma, Inc. or a corporation to which Yuma, Inc. is contributed (in either case, “SpinCo”) to is shareholders in a transaction intended to qualify under Section 355 of Title 11 of the United States Code (the “Code”) and SpinCo then merges, consolidates or combines with Nextracker, Inc. (or a wholly owned subsidiary of Nextracker, Inc.) in a transaction intended to qualify as a reorganization under Section 368 of the Code or a contribution under Section 351 of the Code.

“Specifications” means the agreed detailed instructions provided by NX defining each Product, which shall include, without limitation: Bills of Materials, designs, schematics, assembly drawings, process documentation, test specifications, current revision number, Approved Manufacturer List and an Approved Vendor List.

“Standard Cost” means, as applicable: (a) the quoted cost of Materials represented on the Bill of Materials current at the time such Materials are acquired; or (b) the value of any Services performed on work-in-progress at the time such Services are performed.

“Supplier” has the meaning set forth in the recitals above, as modified in Section 1.3.

1. SUBJECT MATTER AND SCOPE OF AGREEMENT

1.1 This Agreement is a global corporate supply agreement between NX and its Affiliates and Supplier and its Affiliates. This Agreement provides the general business terms and conditions pursuant to which NX may purchase Products from Supplier. Subject to the terms and conditions of this Agreement, NX hereby engages Supplier to procure Materials, and to manufacture, assemble, and test Products pursuant to mutually agreed upon written Specifications (collectively, such work, the “Services”).

1.2 Either Party may request that Supplier incorporate engineering changes into the Product or Specifications by providing a written description of the proposed engineering change sufficient to permit the Parties to evaluate the feasibility and cost of the proposed change. Supplier shall proceed with engineering changes when the Parties have agreed upon the changes to the Specifications, delivery schedule and adjustments to the Prices, and NX has agreed to reimburse Supplier the implementation costs and adjust the Prices for the Product, as applicable.

1.3 Supplier is an affiliate of a global group of operating companies who are collectively engaged in providing global manufacturing solutions to various customers including original equipment manufacturers. NX and its Affiliates may from time to time issue purchase orders for Products to Supplier or its Affiliates. Each purchase order, upon acceptance by Supplier or Supplier’s Affiliate, shall form a separate, binding agreement between (1) Supplier or the respective Supplier’s Affiliate, as applicable, and (2) NX, or the ordering Affiliate of NX, as applicable. The terms and conditions of each separate agreement shall consist of:

(a) the terms and conditions of this Agreement, along with

(b) the part numbers, quantity, Product price, delivery date, delivery location, and delivery terms as well as any other operational terms agreed by NX or the ordering Affiliate of NX with Supplier or the respective Supplier’s Affiliate on the face of its purchase order accepted by Supplier or the respective Supplier’s Affiliate (“Operational Terms”).

The placement of a purchase order by NX or the ordering Affiliate of NX, and the acceptance of the purchase order by Supplier or Supplier’s Affiliate as described in Section 2.1 below, shall be deemed the agreement by Supplier or Supplier’s Affiliate, and NX or the ordering Affiliate of NX, to be bound by these terms and conditions, and additionally the respective Affiliates shall sign an agreement with which they confirm adoption of the terms of this Agreement for any business between them substantially equivalent to the attached draft adoption agreement attached hereto as Exhibit A (each, an “Adoption Agreement”). Where a purchase order has been placed by a NX Affiliate, all references to “NX” in this Agreement shall mean the ordering NX Affiliate. Where a purchase order has been placed with an Affiliate of Supplier, all references to “Supplier” in this Agreement shall mean Supplier’s Affiliate. The list attached hereto as Exhibit B indicates the respective Parties’ current Affiliates issuing or receiving purchase orders, respectively and such list may be amended by written agreement of the Parties by email. For the avoidance of doubt, the Parties agree that each NX Affiliate will be granted its separate credit limit.

1.4 In the event of a conflict between the terms and conditions of this Agreement, the exhibits to this Agreement, any accepted purchase order and any Adoption Agreements between the Parties and their Affiliates, the order of precedence will be: this Agreement, the exhibits to this

Agreement, the accepted purchase order, and any Adoption Agreements between the Parties and their Affiliates. The terms and conditions contained in this Agreement prevail over any terms and conditions of any such purchase order, acknowledgment form or other similar order administration document exchanged by the Parties, and any such document, even if accepted by the other Party, shall not create additional liability for the other Party or extend the scope of that Party’s existing liability provided that all Operational Terms shall, if accepted, be valid. In case of any conflict between the Specifications and this Agreement, this Agreement shall prevail.

1.5 Companies acquired or formed by NX or Supplier after the Effective Date shall be included in this Agreement upon formation or completion of acquisition, subject to Section 1.3 above, to the extent that they, in the case of NX Affiliates, place purchase orders with Supplier or any Supplier Affiliate or, in the case of Supplier’s Affiliates, they provide Services to NX.

1.6 This Agreement, independently of a purchase order, shall not be construed as a sales contract or binding commitment between the Parties to conduct business except as set out expressly in this Agreement including, but not limited to the Binding FOL Commitment set out in Section 3.1.

2. INFORMATION SHARING

2.1 NX and Supplier agree to meet quarterly and share relevant new product roadmaps and requirements, to allow both companies to plan product manufacturing for maximum mutual benefit.

2.2 NX and Supplier agree to jointly develop, subject to mutual agreement, compatible business processes to allow for efficient and effective sharing of information, including: quality and manufacturing records, change notices, drawings, requirements and Specifications, Forecasts and FOLs, allocations and purchase orders, and return material authorizations.

3. ORDERING PROCESS

3.1 NX will provide Supplier with a rolling, non-binding [***] demand forecast in [***] increments once per [***]. This demand forecast may be used by Supplier and Supplier’s Affiliates to plan [***] capacity.

During the last [***] of each [***] during the term of this Agreement, NX will update and provide to Supplier the [***] forecast outlook (“FOL”) for NX’s estimates for its (and its Affiliates´) demand for Products for [***].

Within [***] of receipt of the FOL, Supplier shall notify NX of:

(a) the extent of its commitment to fulfill NX’s demand for the volumes of Products set forth in such FOL, subject to:

(i) Materials availability, provided that Supplier has diligently flowed down requirements to the vendors, and followed up diligently with the same (“Materials Availability”); and

(ii) if required due to Materials Procurement Lead Time, reimbursement by NX to Supplier of pull in-costs (“Pull-in Cost Reimbursement”), and

(iii) the terms and conditions of this Agreement,

as well as

(b) the prices at which it will supply the Products in the volumes set forth in the [***] of such FOL.

The prices provided by Supplier pursuant to subsection (b) must be approved by NX in order to be effective. The prices may be adjusted as set forth in Section 4.4. The [***] FOL commitment process set forth in this Section 3.1 is referred to in this Agreement as the “FOL Commitment Process,” and the then-current prices for the Products that are mutually agreed upon by the Parties pursuant to the FOL Commitment Process are referred to in this Agreement as the “Prices.”

The FOL quantities for [***] of the FOL will be a binding commitment for NX (the “Binding FOL Commitment”) if Supplier commits to, subject to the above paragraph, and to the extent it does fulfill NX’s demand for Products set forth in those [***] of the FOL, and the FOL quantities for the remaining [***] are only estimates and will not be binding on NX; provided, however, that if the Prices in any [***] are not approved by NX, then the Binding FOL Commitment for the applicable [***] will no longer be binding and NX will not be required to purchase Product for the applicable [***].

The FOL quantities for the [***] may each be subject to a change of up to [***] (based on the respective latest FOL), provided that NX communicates the change in each case [***] in advance of the end of the respective [***], subject to:

(a) Materials Availability and Pull-in Cost Reimbursement; and

(b) the agreed maximum installed capacity of Supplier for NX’s Products at the respective Supplier site (“Installed Capacity Limit”).

If Supplier does not commit to fulfill any quantity of NX’s demand for the volumes of Products set forth in the FOL (the “Decommit Quantity”), then Supplier agrees that NX shall have the right to re-allocate the Decommit Quantity to other suppliers and NX’s binding commitment shall be reduced by the Decommit Quantity.

3.2 NX will make reasonable efforts to issue Supplier demand allocations against the demand forecast and in any case within the Manufacturing Lead Time.

3.3 NX will make best efforts to issue Supplier purchase orders against the demand allocations within [***] of the corresponding allocation.

3.4 If there is any change in NX’s business processes such as the forecasts, allocations, and/or purchase orders, delivery timing and/or methodology, NX and Supplier may agree to discuss and implement a plan to transition to the new business processes in good faith.

3.5 Purchase orders for Products purchased directly from Supplier shall be in writing, in a mutually agreed upon form. Any purchase orders shall be deemed accepted by Supplier upon receipt, subject to this Section 3 including, for the avoidance of doubt, the last sentence of this Section 3.5, but Supplier shall acknowledge purchase orders with a confirmed Delivery Date within [***] at the respective Supplier site after receipt and that acknowledgement shall constitute Supplier’s acceptance of the purchase order. In case of any rejection: (i) Supplier shall provide a justification and (ii) the Parties shall work together to resolve any issue in good faith. Supplier shall normally accept purchase orders from NX, provided that Supplier may reject any purchase order: (a) that is for a change in previously ordered quantities that has not been approved in advance by Supplier; (b) if the Prices reflected in the purchase order are inconsistent with the Parties’ then-current agreement with respect to the Prices; (c) that represents an increase from the FOL for the same period, unless such increase is approved in advance by Supplier; (d) if the Parties have not agreed on changes to the Prices made in accordance with Section 4; or (e) that would extend Supplier’s financial exposure beyond NX’s (or the respective NX Affiliate’s) approved credit line.

3.6 NX shall have no obligation to purchase any minimum quantity of Products except (a) where standard package sizes apply, and have been specifically identified in writing by Supplier during the quoting process, and (b) for the Binding FOL Commitment pursuant to Section 3.1 above.

4. PRICING

4.1 Launch and Ramp Expenses. NX shall pay Supplier for incurred NRE Charges of preparing the production and testing environment for mass production of the Products provided that Supplier notifies NX of such NRE Charges and NX approves such NRE Charges in writing before they are incurred. NX can amortize tooling, equipment, and tester costs specific to the Product by way of amortization for a period of [***] into the per unit cost of the Product. If, by the end of the [***], the charges are not fully paid off due to decreases in volume, then NX shall pay off the balance of the charge outright. All other NRE Charges shall be invoiced by Supplier upfront and paid by NX pursuant to Section 5.1 below. If it appears that the actual incurred launch and ramp expenses will exceed those agreed to, due to a change of the initially agreed scope, Supplier will, if it can agree to the scope change, provide NX notification of such additional expenses and NX shall decide whether to (a) accept the additional expenses and have the new scope applied or (b) reject the additional expenses and in such case the initially agreed scope shall apply.

4.2 The Parties agree that NX shall have the right, as set out below, to receive a rebate for each unit of Product delivered by Supplier to NX, of an amount equivalent to [***] (the “[***] Rebate”), up to an aggregate amount of [***] (the “Total Rebate Amount”). Within [***] of the [***] during the term of this Agreement, Supplier shall notify NX of [***] Supplier’s sales of Products to NX during [***] together with reasonable details regarding Supplier’s calculation of [***]. NX shall notify Supplier of any concerns regarding [***] or its calculation within [***] of receipt thereof from Supplier, and the Parties shall work together in good faith to resolve any such concern expeditiously. Provided that [***], then within [***] of Supplier’s notice to NX regarding the [***], Supplier shall remit to NX a credit memo equal to the [***] Rebate Amount. In the event that the [***] for the [***] is less than [***], then no credit memo will be remitted for such [***]. This process shall be repeated for every [***] during the term of this Agreement until the total amount of Per Unit Rebates received by NX reaches the Total Rebate Amount. The Parties agree to [***] in the case of a change of Control of NX. “Control” means, in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person:

(a) by means of the holding of shares, or the exercise of voting powers, in relation to that or any other body corporate; or

(b) by virtue of any powers conferred by the constitutional or corporate documents regulating that or any other body corporate or any other document.

Notwithstanding the foregoing or anything to the contrary in this Agreement, the Spin/Merger (and any transaction consummated by Yuma, Inc. or its Affiliates in connection therewith) shall not constitute a change of Control under this Agreement.

The payment of the Total Rebate Amount is without prejudice of Supplier to its legal position and without Supplier admitting any liability.

4.3 [***]. In [***], NX notified Supplier of [***] (“[***]”). Supplier rejected the [***].

Without prejudice of either Party to its legal position and without either Party admitting any liability, the Parties agreed that, if NX provided, starting as of January 2023, further revenue to Supplier under this Agreement, and if such further revenue allowed Supplier to provide to NX the Total Rebate Amount as set out in Clause 4.2 above, upon NX’s receipt of the Total Rebate Amount, NX shall release and forever discharge Supplier [***] relating in any manner to the [***].

4.4 [***].The Parties shall negotiate and agree in writing to volume and pricing for Products on a [***] basis as part of the FOL Commitment Process (“Pricing Term”), agreement not to be withheld or delayed unreasonably. By way of example only, it shall be considered reasonable, and the fees shall be increased or decreased, respectively, if the market price of fuels, Materials, equipment, labor and other production costs, change beyond normal variations in pricing or currency exchange rates as demonstrated by Supplier or by NX. Without limiting the foregoing, if any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including mandatory wage increases) result in changes to the costs of performance of any Services hereunder (a “Governmental Change”), then the Parties shall, as soon as possible following the identification of such Governmental Change, agree on and implement revised Prices to reflect such Governmental Change, retroactive to the date on which the Governmental Change became effective.

The Parties shall complete negotiations for Prices for the next proximate Pricing Term by the last day of the current Pricing Term.

The Parties agree that the Prices shall be adjusted for additional fees and costs due to:

(i) changes to the Specifications;

(ii) changes to any material assumptions set forth in Supplier’s quotation;

(iii) a Governmental Change; and

(iv) any pre-approved expediting charges reasonably necessary because of a change in NX’s requirements.

Unless otherwise agreed in writing, the Prices shall be based on the exchange rate(s) for converting non-U.S. Dollar Inventory purchases into U.S. Dollars. Promptly at the end of each quarter, Supplier shall provide NX with a report summarizing the cumulative changes in the exchange rate(s) from month to month in the previous quarter. NX may dispute any such report provided it has a good faith basis for such dispute that is communicated to Supplier. Unless NX disputes any such report, the Prices for the current Pricing Term shall be adjusted with a debit/credit memo, in accordance with this Section 4.4, based on the cumulative changes for the previous quarter set forth in Supplier’s report. The three (3) monthly exchange rate variances are calculated using the Bloomberg Professional Service^® exchange rates on the last business day of each month. In the event of a change in the currency exchange rate between the beginning of a quarter and the end of said quarter of more than [***], then Supplier may change the Price of the Product based on the most recent exchange rate.

5. INVOICES AND TERMS OF PAYMENT

5.1 For [***] from the Execution Date, payment terms are [***]from the invoice date. For the balance of the engagement, payment terms are [***] from the invoice date provided that NX fully complies with its Binding FOL Commitment; otherwise, the payment term reverts back to [***]. The Parties agree to re-discuss the payment term in the case of a change of Control of NX. NX shall pay all amounts due in U.S. Dollars. For the avoidance of doubt, the Parties agree that the payment terms set out above in this Section 5.1 shall apply to all invoices for Products.

NX shall pay [***] all late payments. Furthermore, if NX is late with payments or Supplier has reasonable cause to believe NX may not be able to pay, then Supplier may with written notice, in its sole discretion, undertake any or any combination of the following: (i) stop all Services under this Agreement until assurances of payment satisfactory to Supplier are received or payment is received; (ii) demand prepayment for purchase orders; (iii) delay shipments; and (iv) to the extent that Supplier’s personnel cannot be reassigned to other billable work during such stoppage or in the event restart cost are incurred, invoice NX for additional fees before the Services can resume.

5.2 Supplier shall provide NX (and each NX Affiliate) with an initial credit limit, which shall be reviewed (and, if necessary, adjusted) [***] unless Supplier has a reasonable basis for reviewing credit limits more frequently. NX (and each NX Affiliate) shall provide information reasonably requested by Supplier to the extent permitted by law and any applicable stock exchange regulations, in support of such credit reviews. In Supplier’s reasonably exercised discretion and based upon reasonably complete financial information, Supplier shall have the right to reduce NX’s (and each NX Affiliate’s) credit limit.

5.3 All Prices for Products are exclusive of Taxes, and amounts related to the export licensing of the Product and payment of brokers fees, duties, tariffs or similar charges (“Further Charges”), and such Taxes and Further Charges, if charged, will be charged in accordance with applicable governing regulations, and shall be detailed on the invoice in the format and manner required by the aforementioned governing regulations, and NX shall be responsible for all such items.

“Taxes” means federal, state and local excise, sales, use, VAT, duties, and transfer taxes and similar charges. Should all or any portion of the Products or Services performed by Supplier under this Agreement be deemed, at any time, to be subject to Taxes and/or Further Charges, Supplier shall invoice NX for such Taxes and Further Charges, NX shall promptly pay all such invoices submitted by Supplier. “Taxes” do not include taxes based on the net income of Supplier or on real property owned by Supplier.

To the extent that recovery of such costs is permitted by applicable governing regulations, Supplier shall cooperate with NX in supplying any necessary documents, in addition to invoices, in the form NX requires. Supplier shall use reasonable commercial efforts, to the extent legally permissible, to comply with any request by NX to modify, adjust, re-issue, credit note, or otherwise alter the original invoice in order to assist NX in recovering such costs. In the event Supplier fails to provide requested information without providing a explanation as to why it is not commercially reasonable to do so, NX may delay payment without penalty or breach of this Agreement or any contract formed hereunder. As of the Execution Date of this Agreement, neither Party is aware of the application of any withholding tax through application of governing regulations. Should either Party become aware of the application of withholding tax due to change in governing regulation or their application, the Party with such knowledge agrees to inform the other Party within a commercially reasonable period of time, so that the Parties may agree on acceptable means to mitigate or eliminate the application of the withholding tax. Should the Parties agree that it is not possible to mitigate or eliminate the application of the withholding tax, the Parties further agree to negotiate in good faith an appropriate allocation if the additional cost arising from such withholding tax considering the economics and spirit of this Agreement.

5.4 Supplier billing invoices must list only one NX item number and one NX purchase order number, unless the invoice is for MRO items or bin stocking programs. Supplier may issue multiple invoices for a single purchase order if the Supplier has split shipments at various delivery dates for a single item.

6. DELIVERY AND SHIPMENT TERMS

6.1 Supplier shall deliver the quantities of Product specified in a purchase order confirmed by Supplier on the Delivery Date, or up to [***] before the Delivery Date.

6.2 Supplier shall promptly notify NX if it is unable to deliver Product in accordance with Section 6.1 and shall provide NX with a new Delivery Date. In such circumstances, NX may accept the new Delivery Date and reschedule the purchase order, or require Supplier, at Supplier’s expense, to use, subject to Section 6.3 below [***], or cancel the purchase order, provided that NX’s obligation under the Binding FOL Commitment as a total for the [***] period ([***] concerned and the [***] following [***]) remains the same, provided that Supplier can supply that volume.

6.3 In the event of delivery of the Products [***] after the Delivery Date due to reasons within the reasonable control of Supplier and not caused by NX, Supplier shall [***]. If the delivery of the Products is delayed more than [***] after the Delivery Date due to reasons within the reasonable control of Supplier and not caused by NX, then NX may [***].

All Products shall be delivered per EXW manufacturing site of Supplier or as per the INCOTERM as separately agreed between the Parties in writing with respective prices provided by Supplier adapted to consider the differing INCOTERM (compared to the INCOTERM in the accepted quote) concerned. Risk of loss and title shall pass to NX upon delivery of the Product at the “named place” by Supplier´s Affiliate to NX as per the applicable INCOTERM set out above. Supplier shall bear the cost of freight, insurance, and other shipping expenses incurred up to the agreed up on INCOTERM-“named place” terms.

Any delays in the normal production or interruption in the workflow process caused by NX’s changes to the Specifications or failure to provide sufficient quantities or a reasonable quality level of NX Controlled Materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section for the period of such delay. NX shall ensure that the Specifications include reasonable end-of-line outbound inspection requirements for each Product.

6.4 Product Acceptance. The Products delivered by Supplier shall be inspected and tested as required by NX within [***] of receipt at the “ship to” location on the applicable purchase order, which is the site of the photovoltaic solar project being developed by or on behalf of NX’s customer. If Products do not conform to the purchase order or the express limited warranty set forth in Section 10 below, NX has the right to reject such Products during said period. Products not rejected during said period shall be deemed accepted. NX may return defective Products in accordance with the procedures set forth below. NX shall bear all of the risk of loss, and all costs and expenses, associated with Products that have been returned to Supplier for which there is no defect found.

6.5 Supplier shall provide the certificates to NX specified by NX before the Products are shipped to enable NX to claim the preferential duty treatments at the time of entry for the preferential trade agreements that NX requires. Supplier shall notify NX in writing prior to making any pricing or sourcing changes not approved by NX which could affect a Product’s eligibility for preferential duty treatments. Supplier agrees to cooperate fully with NX in connection with any customs inquiries that arise out of Products provided under this Agreement.

6.6 Supplier shall submit to NX an Advance Shipping Notice (“ASN”) according to the template and process defined in Exhibit G, prior to the shipment, but in any case such that the ASN is received by NX no later than [***] from Product delivery according to the applicable Incoterm. In case of a breach by Supplier of its obligation in this Section 6.6 such that the ASN is not received by NX within [***] of the Product delivery, Supplier shall [***]provided that the aforementioned [***] shall not apply if [***].

6.7 Supplier shall update the actual Product delivery date in the template defined in Exhibit F within [***] from Product delivery according to the applicable Incoterm.

7. RESCHEDULES, CANCELLATIONS AND EXCESS AND OBSOLETE INVENTORY

7.1 Rescheduling and Cancellation of Orders. At any time up to the time of shipment, and without liability for associated costs, NX may reschedule the delivery of [***] of any Product for a period of up to [***]. If there are extra costs to meet a reschedule for more than [***] or increase, then Supplier shall provide a detailed explanation of such costs before accepting the updated purchase order within [***] at the respective Supplier site after the receipt of the updated purchase order. Any part of a purchase order quantity that is rescheduled pursuant to this Section 7 may not be subsequently rescheduled unless Supplier accepts the change. Reschedules shall not excuse or limit either Party’s obligations under any Binding FOL Commitment.

NX may not cancel any order or portion of an accepted purchase order for Products within [***]. NX may cancel any order or portion of an accepted purchase order for Products with a Delivery Date of more than [***] in the future provided that it issues one or more purchase orders such as to ensure that the Binding FOL Commitment as a total for the the [***] concerned (the [***] concerned and the [***] following [***]) remain the same, provided that Supplier can supply that volume. Cancellations shall not excuse or limit either Party’s obligations under any Binding FOL Commitment. Products that have been ordered by NX and that have not been picked up in accordance with the agreed upon Delivery Dates shall be considered cancelled and NX shall be responsible for such Products in the same manner as set forth in this Section. In case of any cancellation in breach of this Section that is not approved by Supplier, NX agrees that Supplier shall have the right to invoice it for [***] dedicated to the cancelled purchase order that cannot be mitigated by Supplier per Section 7.11 below, and agrees to provide Supplier, within [***] following the invoice, the location to which Supplier shall ship such Products, works in progress and Materials Inventory.

7.2 NX’s accepted purchase orders and each FOL shall constitute authorization for Supplier to procure, without NX’s prior approval:

(a) Inventory to manufacture the Products covered by such purchase orders and FOL based on the applicable Lead Times;

(b) Minimum Order Inventory reasonably required to support NX’s purchase orders and FOL; and

(c) Any other Special Inventory which is separately authorized by NX.

7.3 Purchases from AML and AVL. NX shall provide to Supplier and maintain an AML. If Supplier co-sources Material for NX, the Parties will address changes to the AML in accordance with Section 1.2. Supplier shall only purchase Material which is manufactured by the manufacturer on the AML. NX may provide to Supplier an AVL. If NX provides an AVL, NX shall consider Supplier on the AVL for Materials that Supplier can supply if Supplier is competitive with other vendors with respect to reasonable and unbiased criteria for acceptance established by NX. If NX does not provide an AVL to Supplier with respect to any Material, then Supplier may use its own AVL. For purposes of this Section 7.3 only, the term “Supplier” includes any Supplier Affiliates. Supplier agrees to provide copies to NX of all Materials vendors agreements on Supplier’s AVL used for NX Products upon the execution of this Agreement and promptly upon execution of any new agreements with vendors, in each case subject to confidentiality restrictions.

7.4 NX Controlled Materials. The Parties may agree that Supplier may purchase NX Controlled Materials under NX Controlled Materials Terms. NX acknowledges that the NX Controlled Materials Terms may directly impact Supplier’s ability to perform under this Agreement and to provide NX with the quality NX is requiring pursuant to the terms of this Agreement. In the event that Supplier reasonably believes that NX Controlled Materials Terms shall create an additional cost that is not covered by this Agreement, then Supplier shall notify NX and the Parties shall agree to either (i) compensate Supplier for such additional costs, (ii) amend this Agreement to conform to the NX Controlled Materials Terms or (iii) amend the NX Controlled Materials Terms to conform to this Agreement, in each case at no additional charge to Supplier. NX agrees to provide to Supplier relevant, non-confidential information regarding all NX

Controlled Materials Terms upon the execution of this Agreement and promptly upon execution of any new agreements with vendors. NX agrees not to make any modifications or additions to the NX Controlled Materials Terms or enter into new NX Controlled Materials Terms with vendors that shall negatively impact Supplier’s procurement activities.

7.5 EXCESS INVENTORY

7.5.1 At the end of every [***], Supplier shall provide NX with a report (the “Excess Inventory Report”) that identifies any Excess Inventory.

7.5.2 NX shall notify Supplier of any good faith objection to an Excess Inventory Report within [***] of receipt.

7.5.3 Each [***], NX shall pay for Excess Inventory that has been Excess Inventory for at least [***], as identified by Supplier in each [***] report, [***]. [***] Charges shall accrue and be payable by NX to Supplier with respect to any Excess Inventory commencing on the date of Supplier’s Excess Inventory Report and ending on the date the Excess Inventory is removed from Supplier’s premises; provided, however, [***] Charges shall not accrue while the Parties are resolving any good faith objection to the Excess Inventory Report made by NX pursuant to Section 7.5.2.

7.6 OBSOLETE INVENTORY

7.6.1 At the end of every [***], Supplier shall provide NX with a report (the “Obsolete Inventory Report”) that identifies any Obsolete Inventory that was not consigned by NX to Supplier.

7.6.2 NX shall notify Supplier of any good faith objection to an Obsolete Inventory Report within [***] of receipt. NX shall purchase the Obsolete Inventory [***].

7.7 [***]

7.7.1 [***].

7.8 AGED INVENTORY

7.8.1 At the end of every [***], Supplier shall provide NX with a report (the “Aged Inventory Report”) that identifies any Aged Inventory that was not consigned by NX to Supplier.

7.8.2 NX shall notify Supplier of any good faith objection to an Aged Inventory Report within [***] of receipt.

7.8.3 Each [***], NX shall pay for the Aged Inventory [***]. [***] Charges shall accrue and be payable by NX to Supplier with respect to any Aged Inventory commencing on the date of Supplier’s Aged Inventory Report and ending on the date that the Aged Inventory is removed from Supplier’s premises; provided, however, [***] Charges shall not accrue while the Parties are resolving any good faith objection to the Aged Inventory Report made by NX pursuant to Section 7.8.2.

7.8.4 Supplier shall have no obligation whatsoever to purchase back the Aged Inventory from NX and NX shall not require Supplier to purchase the Aged Inventory in part or in its entirety. NX agrees to maintain insurance coverage for all Aged Inventory the title and risk of loss of which has passed to NX pursuant to this Agreement and which is stored on the premises of Supplier.

7.9 NO WAIVER

Supplier’s failure to invoice NX for any of the charges set forth in this Section does not constitute a waiver of Supplier’s right to charge NX for the same event or other similar events in the future.

7.10 MITIGATION

Supplier will use its commercially reasonable efforts for a period not to exceed [***] from the date of any reports, to mitigate NX’s potential liability, if any, for Excess, Aged and Obsolete Materials. Such efforts shall include but not be limited to (a) consuming the Materials in other purchase orders for NX, (b) looking for opportunities to transfer Materials to other Supplier sites which might have demand for the Materials and (c) reselling the Materials back to the supplier, distributor or manufacturer or to cancel pending orders for such inventory.

7.11 PAYMENT AND DELIVERY

Payment for the amounts due with respect to the Excess Inventory and Aged Inventory pursuant to this Section 7 shall be addressed as part of the FOL Commitment Process. NX shall submit payment for the amounts due with respect to the Obsolete Inventory within [***] of receipt of Supplier’s invoice for such Obsolete Inventory. Supplier shall ship the Obsolete Inventory to NX promptly following said payment by NX. In the event NX does not pay in accordance with the payment terms set forth above, then, in addition to any late payment charges that Supplier is due from Customer, Supplier shall be entitled to dispose of such Obsolete Inventory in a commercially reasonable manner and credit to NX any monies received from third parties.

8. DISCONTINUANCE OF MATERIALS

In the event Supplier is notified by a vendor of discontinuance of any Material being used in NX Product, including any Materials that Supplier supplies for for NX Products, Supplier shall:

(a) if Supplier is notified at least [***] in advance by the respective supplier of the Material concerned, provide NX with at least [***] advance written notice; or

(b) notify NX within [***] of notice from the vendor of such Materials which, for Flex Materials, shall be a minimum of [***] (the “Pre-Discontinuance Period”).

“Flex Materials” shall mean Materials that are:

(a) manufactured by Supplier or any of its Affiliates; or

(b) branded by Supplier or any of its Affiliates with a brand owned by Supplier or any of its Affiliates.

During the Pre-Discontinuance Period, NX may continue to place purchase orders for the Product incorporating the discontinued Material pursuant to this Agreement provided that the last Delivery Date may not be more than [***] beyond the expiration of the Pre-Discontinuance Period, subject to availability of the Material concerned. Supplier will work closely with NX to find and qualify an appropriate replacement for the discontinued Materials.

9. EPIDEMIC FAILURE

9.1 For purposes of this Agreement, an “Epidemic Failure” will be deemed to have occurred if[***].

In the event of an Epidemic Failure, Supplier and NX will cooperate to implement a recovery plan.

9.2 In the event of an Epidemic Failure as described in Section 9.1:

(i) all affected units that are in breach of warranty will be subject to repair or replacement, [***] (or if it cannot be repaired or replaced using commercially reasonable efforts, Supplier shall refund the price paid by NX to Supplier for such unit); and

(ii) Supplier is responsible for developing a remedy for solution based on sound engineering principles (which comply with Exhibit D, QMS-000224 Rev C—Section 8) within a [***] period of time, which must be approved by NX in writing prior to implementation, including but not limited to a plan for any repair and replacement of Products, freight, labor, work around, recovery plan, solution or engineering changes. In addition, Supplier and NX will agree to a reasonable plan to address freight costs, labor costs, material costs and other incidental damages and expenses incurred in the remediation of the Epidemic Failure, and allocation of any further costs in connection with such Epidemic Failure. For the avoidance of doubt, the parties agree that any amount (aa) attributed to Supplier under such plan or (bb) to be reimbursed by Supplier to Supplier to NX under any of the plans mentioned in this Section (ii) above, shall be subject to the [***] set out below.

Warranty Period relevance:

(a) In case the Epidemic Failure occurs outside of the Warranty Period, Supplier’s total liability with respect to its obligations under this Section 9 shall not exceed [***] (the “Outside Warranty Period Epidemic Failure Liability Cap”), and for the avoidance of doubt, the aforementioned cap shall include [***].

(b) In case the Epidemic Failure occurs within the Warranty Period, Supplier’s total liability with respect to its obligations under this Section 9 shall not exceed [***] (the “Within Warranty Period Epidemic Failure Liability Cap”), in addition to Supplier´s obligation to [***].

[***].

10. WARRANTY

10.1 Supplier warrants and represents to NX and NX’s Ordering Affiliates that all Products are free and clear of liens or encumbrances, and that NX shall receive clear and marketable title. In addition, Supplier warrants and represents that each Product purchased by NX directly from Supplier [***] shall be:

(a) new and unused;

(b) shall be manufactured in accordance with all applicable Specifications; and

(c) shall be free from defects in workmanship;

in each case (b) and (c) above for a [***] period from the date of NX’s acceptance of the Product pursuant to Section 6.4 (the “Warranty Period”).

Further, Supplier warrants that any Materials that are consumed in the manufacturing process for the Products and that have not been specified by NX and are not NX Controlled Materials (the “Production Materials”) comply with applicable hazardous substance content laws and regulations.

10.2 The warranties set forth in Section 10.1 above do not apply to, and Supplier makes no representations or warranties with respect to:

(a) [***];

(b) defects resulting from adherence to NX’s Specifications or other written instructions provided by NX;

(c) the design of the Products;

(d) Product has been abused, damaged, altered or misused or mishandled (including improper storage or installation or improper handling in accordance with static sensitive electronic device handling requirements) by person or entity after title passes to NX;

(e) first articles, prototypes, pre-production units, test units or other similar units;

(f) defects resulting from tooling, designs or instructions (aa) produced or supplied by NX or its Affiliates or (bb) designed by Supplier or its Affiliates, including any defective test equipment or test software provided by NX; or

(g) [***].

NX shall be liable for costs or expenses incurred by Supplier arising out of or related to the foregoing exclusions to Supplier’s express limited warranty.

10.3 No Representations or Other Warranties. SUPPLIER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES ON THE PERFORMANCE OF THE SERVICES, OR THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH CUSTOMER, AND SUPPLIER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.    

10.4 Upon any failure of a Product [***] to comply with this express limited warranty, Supplier’s sole obligation, and NX’s sole remedy for such noncompliance (provided the defects do not constitute an Epidemic Failure pursuant to Section 9, and subject to Section 11 (Indemnification)), is for Supplier, [***], to promptly repair or replace such unit and return it to NX, freight prepaid by Supplier. In the event that such unit cannot be repaired or replaced using commercially reasonable efforts, Supplier shall refund the price paid by the NX to Supplier for such unit. This warranty will not apply to any Product [***] that is returned more than [***] after the expiration of the Warranty Period set forth in Section 10.1. Furthermore, this warranty shall not apply if the NX has removed from Supplier’s possession, for any reason, any tools or equipment that are necessary to repair the Product.

10.5 [***].

10.6 Supplier will also where possible pass through to NX any warranties received from Materials suppliers, but shall pass through to NX in any case the benefit obtained from the vendor´s warranty and indemnification obligations concerned (without any actual liability for such vendor´s warranty or indemnification obligations). Supplier shall endeavor to obtain the following warranties with regard to the materials (other than the Production Materials): (a) the Materials conform with all applicable specifications; (b) the Materials will be free from defects in workmanship; (c) the Materials comply with applicable safety and environmental laws and regulations; and (d) the Materials will not infringe or misappropriate the intellectual property rights of third parties.

10.7 In the event a Product [***] is determined to be defective because of a breach of Supplier’s warranties set forth in Section 10, Supplier must provide a Return Material Authorization (RMA) to be displayed by NX on the shipping container, within [***] (at Supplier´s site) of notice of rejection by NX. NX may reject the Product [***] and return it to the Supplier freight prepaid by the Supplier for repair or replacement at Supplier’s expense, or refund, in each case as set out in Section 10.4 above. NX shall pay back (and bear all the risk for) the prepaid freight cost associated with Products [***] that have been returned to Supplier for which there is no defect found.

11. INDEMNIFICATION

11.1 Supplier shall indemnify, defend, and hold NX, NX’s Affiliates and each of their respective directors, officers, employees, and agents (the “NX Indemnified Parties”) harmless from and against any and all claims, actions, losses, expenses (including legal expenses), damages, fines, penalties, settlements, or other liabilities (“Damages”) arising out of or in connection with any actual, alleged or threatened third party claims relating to:

(a) any Product [***] (or the use or sale thereof) that infringes, misappropriates, or violates any third party’s patent, copyright, trade secret, mask work, trademark, trademark rights, or any other intellectual proprietary right but solely to the extent that such infringement or misappropriation is caused by (i) a process or Production Materials that Supplier elects to use to manufacture, assemble or test the Products [***]; however, Supplier shall not have any obligation to indemnify NX if such claim would not have arisen but for Supplier’s manufacture, assembly and test of the Product in accordance with the Specifications; and/or

(b) any actual or threatened injury or damage to any person (including death) or property caused, or alleged to be caused, by a Product [***] sold by Supplier to NX or its Affiliates hereunder to the extent such injury or damage has been caused by the breach by Supplier of its express limited warranties set forth in Section 10 (Warranty); and/or

(c) any noncompliance with any Environmental Regulations but solely to the extent that such noncompliance is caused by a process or Production Materials that Supplier elects to use to manufacture, assemble or test the Products; however, Supplier shall not have any obligation to indemnify NX if such claim would not have arisen but for Supplier’s manufacture, assembly and test of the Product in accordance with the Specifications.

11.2 NX agrees to defend, indemnify and hold harmless, Supplier and its Affiliates, and all directors, officers, employees and agents (each, a “Supplier Indemnitee”) from and against all Damages incurred by or assessed against any Supplier Indemnitee, but solely to the extent arising out of third-party claims relating to the Products, except to the extent that Supplier indemnifies NX pursuant to Section 11.1.

11.3 In the event of a claim of infringement of third party intellectual property rights, in addition to Supplier’s indemnification obligation set forth in Section 11.1(a), Supplier will use its commercially reasonable efforts, at Supplier’s expense, to: (a) obtain all rights required to permit the sale or use of the Product [***] by the NX Indemnified Parties and its customers; or (b) modify or replace the Product [***] to make it non-infringing (and extend this indemnity thereto), provided that any such replacement or modified Product [***] is equivalent in functionality and performance and is otherwise reasonably satisfactory to the NX Indemnified Parties. If Supplier is unable to achieve either of the options set forth above within a reasonable period of time, but in no event longer than [***] after receipt of notice of the claim, Supplier shall promptly refund to NX the invoiced purchase price, together with all shipping, storage, and associated costs, of any affected Products [***]that are returned by NX, freight collect to Supplier, and each of the Parties shall have the right to terminate this Agreement as well as all Statements of Work and all pending purchase orders with immediate effect.

11.4 Sale of Products Enjoined. Should the use of any Products be enjoined, or in the event the indemnifying Party desires to minimize its liabilities under this Section, then in addition to its indemnification obligations set forth in this Section, the indemnifying Party may either substitute a fully equivalent Product or process not subject to such injunction or possible liability, modify such Product or process so that it no longer is subject to such injunction or possible liability, or obtain the right to continue using the Product or process in question. In the event that the indemnifying party determines that any of the foregoing remedies cannot be effected on commercially reasonable terms, then all accepted purchase orders and the current FOL shall be considered cancelled and NX shall purchase all Products and partially completed Products which Supplier is not enjoined from selling, Inventory and Special Inventory as provided in this Agreement. Any changes to any Products or process must be made in accordance with this Agreement. Notwithstanding the foregoing, in the event that a third party files an infringement complaint but does not obtain an injunction, the indemnifying Party shall not be required to substitute a fully equivalent Product or process or modify the Product or

process if the indemnifying Party obtains an opinion from competent patent counsel reasonably acceptable to the other Party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

11.5 Supplier shall have no indemnification obligation to NX Indemnified Parties to the extent of: (a) Supplier’s compliance with any designs, Specifications, or instructions provided by NX, if the infringement would not have occurred were it not for the Supplier’s compliance with these designs, Specifications, or instructions; (b) unauthorized modification of the Products by NX if the infringement would not have occurred but for such modifications; or (c) the combination, operation, or use of the Products with any product, data, apparatus, method, or process that Supplier did not provide if the infringement would not have occurred were it not for such combination, operation, or use.

11.6 Each indemnified Party will provide the indemnifying Party with reasonable written notice of the claim or threat. The indemnifying Party will have the right to control the defense and settlement of any claims, provided that the indemnified Party may participate in the defense of the claim, with its own counsel at its own expense (unless the indemnifying Party fails to defend the claim, in which case Supplier shall be liable for the indemnified Party’s reasonable attorneys’ fees). The indemnified Party shall provide reasonable cooperation to the indemnifying Party, at indemnifying Party’s expense, in indemnifying Party’s defense of the claims. The indemnifying Party shall pay all damages awarded against the indemnified Party or agreed upon in settlement; however, the indemnifying Party shall not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of the indemnified Party without the prior written approval from the indemnified Party, which shall not be unreasonably withheld or delayed.

12. LICENSE GRANTS; IP RIGHTS

For clarity, Supplier hereby irrevocably agrees that NX’s purchase of a Product from Supplier exhausts all of Supplier’s worldwide Intellectual Property Rights to use, market, offer to sell, import, or distribute that Product, including the rights to combine with or incorporate that Product into larger products, sub-assemblies, or systems, in the country of delivery or any other country in the world, and that Supplier shall not assert against NX, any of NX’s affiliates or distributors, or any of NX’s customers or end users, any of Supplier’s worldwide Intellectual Property Rights in or to such Product in the country of delivery or any other country in the world.

“Intellectual Property Rights” means any known (as of the Effective Date or after) tangible and intangible: (a) rights associated with works of authorship, including copyrights, moral rights and mask works; (b) trademark and trade name rights and similar rights; (c) trade secrets; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights, however designated (including logos, rental rights, and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions, reissues, and associated rights.

“Background Property” means all Intellectual Property Rights (i) already owned or controlled by a Party prior to the Effective Date; or (ii) developed or acquired by a Party outside of this Agreement.

All

(i) designs, Specifications, software, firmware, drawings and/or other materials or information in each case provided by NX to Supplier; and

(ii) any testers, equipment, fixtures and tools designed and developed by the Supplier for manufacturing NX Products in connection with this Agreement (“Developed Equipment”) [***], excluding (x) any and all Supplier Proprietary Processes (as defined below); (y) any Background Property identified by Supplier in the specific design agreement or statement of work; and (z) [***],

are collectively referred to as “NX Materials.”

For the avoidance of doubt, the Parties agree that:

(x) all processes developed by the Supplier and its Affiliates for manufacturing NX Products, whether before or after the Execution Date, which are not [***] (the “Supplier Proprietary Processes”), belong exclusively to Supplier and, except to the extent otherwise expressly provided in this Section 12, no license to the same is granted by Supplier or its Affiliates to NX or its Affiliates; and

(y) all processes developed by the Supplier and its Affiliates for manufacturing NX Products, which are not Supplier Proprietary Processes belong exclusively to NX and no license to the same is granted by NX or its Affiliates to Supplier or its Affiliates.

To the extent that any Supplier Intellectual Property Rights (including without limitation any Supplier Proprietary Processes and Supplier Background Property) are incorporated into or otherwise necessary to use any Developed Equipment, Supplier herewith grants NX and each of its Affiliates a [***] license under its Intellectual Property Rights in and to the Supplier Intellectual Property Rights to [***] the Developed Equipment.

All NX Materials are NX’s Confidential Information. Supplier hereby assigns to NX all of Supplier’s right, title and interest in and to all NX Materials. To the extent that any NX Materials are copyrightable works or works of authorship (including computer programs, technical specifications, documentation, and manuals), the Parties agree that such works are “works made for hire” for NX under all applicable copyright laws. NX expressly retains ownership of and all rights in all NX Materials and, and except as explicitly provided hereunder, grants Supplier no right or license in any NX Materials. Supplier will use NX Materials only to produce Products for sale to NX under this Agreement and will return all NX Materials to NX upon termination of this Agreement or upon NX’s demand (whichever occurs first), provided that, if NX demands the return of any NX Materials which are required by Supplier (or assumed by Supplier to be available as set out in the accepted quote) to manufacture Products pursuant to this Agreement, Supplier shall so notify NX so that the Parties may determine a means by which Supplier may continue to manufacture the Products or, failing agreement, Supplier shall be excused from any obligation to provide Services of manufacturing and procurement of Materials under this Agreement to the extent that this requires any part of the NX Materials.

13. CONFIDENTIALITY/NON-DISCLOSURE

13.1 As used in this Agreement, “Confidential Information” shall mean: (a) information marked or designated as confidential or proprietary; (b) information otherwise disclosed in a manner consistent with its confidential nature; (c) information of one Party, whether or not in written form and whether or not designated as confidential, that is known or should reasonably be known by the other Party as being treated as confidential, including personnel needs and future employment plans; (d) information submitted by one Party to the other where the receiving Party knows that the disclosing Party is obligated to keep the information confidential; and (e) the existence and terms of this Agreement and all information concerning any Products, deliverables, purchases, pricing, discounts, rebates, incentives or fees.

13.2 All Confidential Information disclosed in connection with this Agreement, in any form, will be kept confidential and protected by the receiving Party from disclosure to others with at least the same degree of care, but not less than a reasonable degree of care, as taken to protect its own similar confidential or proprietary information. Additionally, each Party shall restrict disclosure of Confidential Information to its own Affiliates, employees, subcontractors, or agents as well as vendors for the purpose of obtaining price quotations to whom (in each of the aforementioned cases) disclosure is necessary and who have agreed to be bound by obligations of confidentiality that are no less restrictive than those in this Section 13.

13.3 The receipt of Confidential Information under this Agreement will not in any way limit the receiving Party from: (a) providing to others products or services which may be competitive with products or services of the disclosing Party (subject to the confidentiality obligations set forth in this Agreement); (b) providing products or services to others who compete with the disclosing Party; or (c) assigning its employees in any way it may choose.

13.4 The obligations set forth in this Section 13 shall continue for a period of [***] following the expiration or termination of this Agreement.

13.5 Confidential Information does not include information that: (a) is or becomes public knowledge through no wrongful act of the receiving Party; (b) the receiving Party can prove it already knew at the time of receipt from the disclosing Party; (c) is rightfully obtained by the receiving Party from any third party without similar restriction and without breach of any obligation owed to the disclosing Party; (d) is independently developed by or for the receiving Party without use of the disclosing Party’s Confidential Information; (e) is furnished to a third party by the disclosing Party without a similar restriction on the third party’s rights; or (f) is approved for release by written authorization of the disclosing Party.

13.6 In the event that Confidential Information is required to be disclosed by the receiving Party pursuant to a lawful requirement or request of a governmental agency or court, the receiving Party will use reasonable efforts to provide the disclosing Party with notice of the required disclosure and the opportunity to obtain an order to quash or protective order with respect to the Confidential Information, and the receiving Party shall follow any such order if obtained.

13.7 Subject to each Party’s right to maintain copies of Confidential Information in accordance with such Party’s reasonable record-keeping requirements, Confidential Information of the disclosing Party in the custody or control of the receiving Party shall be promptly returned or

destroyed upon the earlier of (a) the disclosing Party’s written request or (b) termination of this Agreement. If returning or destroying the disclosing Party’s Confidential Information is not feasible, the protections of this Agreement shall extend to any of such Confidential Information that is retained by the receiving Party, and the receiving Party shall limit further uses of such Confidential Information solely to those purposes that make the return or destruction of the Confidential Information infeasible.

13.8 THE DISCLOSING PARTY PROVIDES CONFIDENTIAL INFORMATION WITHOUT WARRANTIES OF ANY KIND. NX acknowledges that, for the purposes of providing a quote, Supplier will rely on the Confidential Information provided by NX. All Confidential Information is, and shall remain, the property of the disclosing Party. A receiving Party acquires only a limited right to use the Confidential Information solely for the purpose of performing its obligations under this Agreement.

13.9 Supplier acknowledges that NX has expended considerable time and resources developing its relationships with those customers who purchase products incorporating the Products (“End Customers”), and that the disclosure of any information exchanged by Supplier and NX in connection with this Agreement may cause irreparable harm to NX. [***]. The Parties agree that all information concerning the purchases made by NX under this Agreement constitutes Confidential Information of both NX and Supplier. For the avoidance of doubt, subject to Supplier’s continued compliance with its confidentiality obligations set out in this Section 13, nothing limits Supplier from providing any services to any third party.

14. TERMINATION

14.1 This Agreement shall be effective for [***] from the Execution Date (“Initial Term”) and, unless sooner terminated as provided below in this Section 14, shall automatically renew for successive [***] periods, unless (a) NX provides written notice to Supplier that it does not intend to renew this Agreement [***] prior to the end of the then-current term; or (b) Supplier provides written notice to NX that Supplier does not intend to renew this Agreement at least [***] prior to the end of the then-current term.

14.2 Either Party may terminate this Agreement (in which case Supplier´s manufacturing of all Products shall terminate at the same time) or a specific Product if the other Party is in material breach of the terms of this Agreement; provided that the Party alleged to be in material breach receives written notice setting forth the nature of the breach at least [***] prior to the intended termination date and the opportunity to cure. If the breach is cured to the non-breaching Party’s reasonable satisfaction no termination will occur, and this Agreement will continue in accordance with its terms. If the breach is not cured within the allowed cure period, termination shall occur upon the termination date set forth in the notice. If only the manufacturing of a specific Product is terminated, all notices shall reference the affected Product, and the termination of the specific Product shall not affect any other Products then manufactured by Supplier.

14.3 Termination for Convenience

14.1.1 NX may terminate

(a) this Agreement (in which case Supplier´s manufacturing of all Products shall terminate at the same time) or

(b) a specific Product for convenience by giving Supplier at least [***] written notice.

14.1.2 Supplier may terminate

(a) this Agreement (in which case Supplier´s manufacturing of all Products shall terminate at the same time) or

(b) a specific Product for convenience by giving NX at least [***] written notice.

14.4 The following Sections shall survive expiration or termination of this Agreement: 9 (Epidemic Failure), 10 (Warranty), 11 (Indemnification), 12 (License Grants; IP Rights), 13 (Confidentiality/Non-disclosure), 15 (General Provisions), and 14.4 (Effects of Termination). Expiration or termination of this Agreement under any of the foregoing provisions shall not affect the amounts due under this Agreement by either Party that exist as of the date of expiration or termination including, but not limited, to any obligations to pay A/R, as well as Inventory pursuant to the following sentence. As of such date the provisions of Section 7 shall apply with respect to payment and shipment to NX of all Inventory in Supplier’s possession or control as of such date provided that such Inventory was purchased by Supplier in compliance with the terms of this Agreement.

15. GENERAL PROVISIONS

15.1 Limitations of Liability.

a) Exclusions of Certain Forms of Damages. EXCEPT WITH RESPECT TO (I) A PARTY’S OBLIGATIONS OF INDEMNIFICATION AS SET FORTH IN THIS AGREEMENT, (II) A BREACH OF A PARTY’S OBLIGATIONS OF CONFIDENTIALITY HEREUNDER, (III) SUPPLIER’S OBLIGATIONS UNDER SECTION 9 (EPIDEMIC FAILURE), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT, PERFORMANCE OF ANY SERVICES OR THE SALE OF PRODUCTS OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, LOST SAVINGS, OR LOST PROFITS, LOST REVENUES OR DAMAGES RESULTING FROM VALUE ADDED TO THE PRODUCT BY CUSTOMER WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. FURTHERMORE, IN NO EVENT WILL SUPPLIER BE LIABLE FOR COSTS FOR PROCUREMENT OR MANUFACTURE OF SUBSTITUTE PRODUCT BY CUSTOMER, OR FOR THE VALUE OF THE INTERNAL TIME OF CUSTOMER’S EMPLOYEES TO REMEDY A BREACH.

b) Limitations on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY’S MAXIMUM TOTAL, AGGREGATE LIABILITY FOR DAMAGES FOR ALL CLAIMS UNDER THIS AGREEMENT UNDER THIS AGREEMENT OF ANY KIND WHATSOVER, REGARDLESS OF LEGAL THEORY, AND WHETHER ARISING IN TORT OR CONTRACT, SHALL IN NO EVENT EXCEED [***]. NOTWITHSTANDING THE FOREGOING, THE CAP SET FORTH IN THE PREVIOUS SENTENCE SHALL NOT APPLY TO [***].

15.2 Bargained-For Exchange. The Parties agree that the limitations and exclusive remedies set forth in this Agreement represent the negotiated allocations of risk between the Parties and are reflective of the pricing and bargained-for exchange represented herein. Other than as expressly set forth in this Agreement, and subject to the terms and conditions of this Agreement, including the limitations set forth below, NX acknowledges that NX has not relied on any representations by Supplier with respect to the Products or Supplier’s performance.

15.3 Assignment. Neither Party may assign or subcontract this Agreement without the prior written consent of the other Party, not to be unreasonably withheld. This Agreement shall be binding upon the Parties and their respective legal successors and permitted assigns. Notwithstanding the foregoing, Supplier may assign its rights for payment to a third party financial institution for the purpose of receivables financing (e.g., factoring).

15.4 Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed received (a) when delivered personally; (b) when sent by confirmed facsimile; (c) [***] after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) [***] after deposit with a commercial overnight carrier. All communications will be sent to the addresses set forth in the preamble above or to such other addresses as may be designated by a Party by giving written notice to the other Party pursuant to this section.

15.5 Arbitration; Governing Law.

a) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, exclusive of conflict or choice-of-law rules, except to the extent there may be any conflict between the laws of the State of California and the Incoterms of the International Chamber of Commerce, 2020 edition, in which case the Incoterms shall control. The 1980 United Nations Convention on Contracts for the International Sale of Goods, as may be amended from time to time, does not apply to this Agreement.

b) Despite subsection (a) and except as set forth in subsection (c), any dispute, claim or controversy arising out of or relating in any way to this Agreement, any other aspect of the relationship between NX and Supplier or their respective Affiliates established by this Agreement, the interpretation, application, enforcement, breach, termination or validity thereof (including, without limitation, any claim of inducement of this Agreement by fraud and a determination of the scope or applicability of this agreement to arbitrate), or its subject matter (collectively, “Disputes”) shall be determined by binding arbitration before one arbitrator. The arbitration shall be administered by JAMS and conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the effective date of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Federal Arbitration Act shall govern the arbitrability of all Disputes. The arbitration shall be held in Santa Clara County, California, and it shall be conducted in the English language. The Parties shall maintain the confidential nature of the arbitration proceedings and any award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial

decision. The arbitrator shall have authority to award compensatory damages only and shall not award any punitive, exemplary, or multiple damages, and the Parties waive any right to recover any such damages. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also, without waiving any remedy under this agreement, may seek from any U.S. Court having personal and subject matter jurisdiction over the Parties any interim or provisional relief that is necessary to protect the rights or property of that Party, pending the establishment of the arbitration tribunal. This specifically includes, without limitation, the right to seek temporary restraining orders, preliminary injunctions, writs of prejudgment attachment and other security liens, and orders of mandamus or prohibition, but specifically precludes the right to seek monetary damages of any kind outside of the arbitration proceeding.

c) Each Party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section, including reasonable attorneys’ fees. Despite the previous sentence, should any Party to this Agreement institute any legal action or administrative proceeding against the other by any method other than set forth in this Section, the responding Party is entitled to recover from the initiating Party all damages, costs, expenses, and attorneys’ fees incurred as a result of such action.

d) IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the Parties arising out of or related to this Agreement, the Parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury. For the enforcement of claims for injunctive or equitable relief, the Parties hereby consent to the personal and exclusive jurisdiction and venue of the California state courts and the Federal courts located in Santa Clara County, California.

15.6 Entire Agreement; Headings; Severability. This Agreement, together with its exhibits, attachments and any purchase orders, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, understanding, and negotiations, whether written or oral, expressed or implied, between the Parties respecting the subject matter hereof. NX and Flextronics Industrial Ltd. entered into that certain Flextronics Manufacturing Services Agreement as of February 18, 2015 (the “Prior Agreement”). The Parties agree that the Prior Agreement is terminated in its entirety and superseded by this Agreement as of the Effective Date (provided that the Warranty Period set out in this Agreement shall not apply to any Product delivered prior to the Effective Date). Each Party hereto represents and warrants to the other that it is entering into this Agreement based on the terms and conditions contained herein and that it is not entering into this Agreement because of other terms and conditions, including representations, covenants, inducements, and promises not contained herein. For the avoidance doubt, any different or additional terms contained in Supplier’s acceptance, order acknowledgment, invoice or any other documents shall not apply

between the Parties. Headings are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms herein. If the scope of any of the provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the Parties consent and agree that the scope may be judicially modified to the extent necessary to conform to law.

15.7 Relationship of the Parties. In fulfilling its obligations under this Agreement, each Party shall be acting as an independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating any other relationship between the Parties, including that of a joint venture or a partnership. The employees of each Party shall not be considered the employees of the other Party for any purpose. Neither Party nor its employees shall have the authority to bind or make commitments on behalf of the other Party for any purpose, nor shall either Party or its employees hold itself or themselves out as having such authority. Each Party shall ensure that its employees and its Sub-contractors comply with all the terms and conditions of this Agreement. Any act or omission of a Party’s employees or Sub-contractors that would constitute a breach of this Agreement if it were an act or omission of such Party shall be deemed a breach of this Agreement by such Party. “Sub-contractor” shall mean any third party to whom Supplier outsources part or all its obligations under this Agreement; for the avoidance of doubt, the sellers of Materials on the BOM shall not be considered Sub-contractors.

15.8 Amendments; Waiver; Preservation of Claims. This Agreement may be amended only by written consent of both Parties. The failure by any Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement or that or any other provision. Neither Party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the Party against which the waiver is asserted.

15.9 Audit. During the term of this Agreement, Supplier shall permit NX or an independent firm on NX’s behalf (excluding any competitors of Supplier, i.e. any companies who are active in the business of contract manufacturing for third parties and achieve a significant part of their revenue from such contract manufacturing activities, unless this is only ancillary to other activities of such company) the right to conduct audits and inspections with respect to the manufacture, sale, and delivery of Products and Supplier’s activities under this Agreement in order to verify compliance with the terms and conditions of this Agreement. NX shall provide reasonable advance notice of its intent to audit and shall conduct that audit during Supplier’s normal business hours. NX shall not conduct an audit more than [***], unless an audit reveals a material compliance breach, or if the audit arises from a governmental investigation or regulatory request. Third Party auditors shall be subject to the confidentiality obligation set forth in this Agreement, and the audit and any findings will be treated as Supplier Confidential Information. If any audit or inspection reveals that NX or its Affiliates have overpaid any amount owed to Supplier, Supplier shall promptly pay to NX such overpaid amount. If any audit or inspection reveals that NX or its Affiliates have been underpaid any amount owed to Supplier, Supplier shall have the right to promptly invoice such underpaid amount. The audit or inspection shall be conducted at NX’s expense, unless [***], in which case Supplier will reimburse NX for all reasonable costs and expenses incurred by NX in connection with such audit or inspection, [***]. Supplier shall immediately take all necessary or desirable corrective and preventive actions, in each case to the extent they are commercially reasonable, to resolve any issues discovered by any audit or inspection conducted by or on behalf of NX, provided that

if Supplier does not take all such actions, NX may terminate this Agreement (together with all Statements of Work) with immediate effect. The Parties agree that there shall be no financial audit of Supplier by NX; however, Supplier shall provide copies of (i) all invoices issued by Supplier (or any of its Affiliates) to NX (or any Affiliate of NX) for Services pursuant to this Agreement and (ii) all purchase orders issued by NX (or any Affiliate of NX) to Supplier (or any of its Affiliates) for Services pursuant to this Agreement, in each case with reference to the period to be covered by the audit.

15.10 Force Majeure. As used in this Agreement, “Force Majeure” means an act or event that: (a) prevents a Party from performing its obligations under this Agreement; (b) is beyond the reasonable control of and not the fault of the Party; and (c) could not be avoided or overcome, despite the Party’s best efforts to do so. Neither Party shall be liable for any delay in performing, or for failing to perform, its obligations under this Agreement resulting from Force Majeure if the affected Party uses its commercially reasonable efforts to mitigate its effects. The Party affected by a Force Majeure must promptly notify the other Party of the event (not later than [***] after discovery). Where the Supplier is the affected Party, any impacted Delivery Dates shall be extended for the period of delay or Supplier’s inability to perform. If a Party’s performance is delayed by Force Majeure for [***] or more, the unaffected Party may at any time thereafter terminate the affected purchase orders or this Agreement upon notice to the affected Party, in each case, subject to Section 14.4.

Notwithstanding the foregoing, if the spread of the COVID-19 pandemic prevents a Party from performing its obligations under this Agreement in ways that could not be avoided or overcome despite the Party’s best efforts to do so (a “Covid Event”), the affected Party shall immediately notify the other Party of the Covid Event (not later than [***] after discovery of the Covid Event) and the Parties immediately shall discuss alternative ways to mitigate the impact of the Covid Event. The Parties shall mutually agree upon a mitigation plan for the Covid Event [***]. The affected Party shall implement and execute the mitigation plan in accordance with its terms. If the affected Party fails to execute the mitigation plan in accordance with its terms, and the affected Party does not cure such failure to the reasonable satisfaction of the unaffected Party within [***] of the unaffected Party’s notice of such failure, then the unaffected Party may at any time thereafter terminate the affected purchase orders or this Agreement upon notice, in each case, subject to Section 14.4.

15.11 Insurance. NX and Supplier agree to maintain appropriate insurance to cover their respective risks under this Agreement with coverage amounts commensurate with levels in their respective markets. Customer specifically agrees to maintain insurance coverage for any Products and Materials the title and risk of loss of which has passed to Customer pursuant to this Agreement and which is stored on the premises of Flex. At a minimum, Supplier shall maintain the insurance set forth in Exhibit D.

15.12 Continuity. Supplier certifies it has in place a business continuity and disaster recovery plan (“Disaster Recovery Plan”) that has been tested and maintained to assure a resilient state of readiness for Supplier’s own mission-critical operations in the event of a failure or interruption of Services, Force Majeure, or other circumstances severely interrupting Supplier’s business operations. [***] A Disaster Recovery Plan specific to certain Products or Services may be mutually agreed and appended to the applicable purchase order. Supplier’s Disaster Recovery Plan will be considered Supplier’s Confidential Information. Parties agree that such Disaster Recovery Plan will be updated from time to time.

15.13 Publicity. Each of Supplier and NX may not announce, describe or confirm the existence or terms of this Agreement or use the name, logo, trademark, or other symbol of the other Party (the “Other Party’s Name”) in publicity releases or advertising without securing the prior written consent of the other Party, in the case NX, of NX’s Corporate Communications Group. If such written consent is granted, any material change in the manner of presentation of the Other Party’s Name referring to NX shall require re-approval.

15.14 Even Handed Construction. The Parties acknowledge that the terms and conditions as set forth in this Agreement have been reviewed and subject to mutual negotiation, and it is the Parties’ intention that no term or condition be construed against a Party merely because it was prepared by that Party.

15.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which together shall constitute one instrument; provided, however, that this Agreement shall be of no force or effect until executed by both Parties.

15.16 Electronic Signature. In all jurisdictions where digital or electronic signatures are legally binding under the laws of those jurisdictions, this Agreement and all SOWs, purchase orders, change orders, amendments, or other documents requiring signature may be executed using digital or electronic signatures, and those documents that are digitally or electronically executed will be legally binding.

15.17 English Language. This Agreement is in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English. All monetary amounts described in this Agreement are in U.S. dollars.

15.18 Additional Requirements. The Parties agree to the additional requirements contained in the following exhibits, attached to this Agreement and incorporated herein:

Exhibit A:    Adoption Agreement

Exhibit B:    List of Current Affiliates

Exhibit C:    [***]

Exhibit D:    Quality Requirements

Exhibit E:    Insurance

Exhibit F:    Compliance with Laws

Exhibit G:    Advance Shipping Notice Process

Exhibit H:    RBA Status

Exhibit I:    Nextracker Quality Assurance Requirements

INTENDING to be bound hereby, the Parties have caused their duly authorized representatives to execute this Agreement as of the Execution Date:

FLEXTRONICS INDUSTRIAL LTD.		NEXTRACKER LLC
By:		By:
Printed Name: B. Vijayandran A/L S Balasingam		Printed Name: Yves Figuerola
Title:	Director	Title:	VP, Supply Chain
Date:		Date:

EXHIBIT A—ADOPTION AGREEMENT

EXHIBIT B—LIST OF CURRENT AFFILIATES

EXHIBIT C—[***]

EXHIBIT D—QUALITY REQUIREMENTS

EXHIBIT E—INSURANCE

EXHIBIT F—COMPLIANCE WITH LAWS

EXHIBIT G: ADVANCE SHIPPING NOTICE PROCESS

EXHIBIT H—RBA STATUS

EXHIBIT I—NEXTRACKER QUALITY ASSURANCE REQUIREMENTS

EX-10.16

Exhibit 10.16

AGREEMENT AND PLAN OF MERGER

by and among

FLEX LTD.,

YUMA, INC.,

NEXTRACKER INC.

AND

YUMA ACQUISITION CORP.

Dated as of [●], 2023

TABLE OF CONTENTS

		Page
ARTICLE I ELECTION NOTICE; PRE-CLOSING DISTRIBUTION OF NEWCO SHARES			3
1.1	Merger Notice		3
1.2	Distribution of Newco Shares to Flex Shareholders		3
ARTICLE II THE MERGER			4
2.1	Closing Date		4
2.2	The Closing		4
2.3	Effective Time		4
2.4	Closing Deliverables		4
2.5	Tax Consequences		5
ARTICLE III CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION			5
3.1	Certificate of Incorporation		5
3.2	Bylaws		5
3.3	Directors		5
3.4	Officers		6
ARTICLE IV EFFECT OF THE MERGER ON CAPITAL STOCK			6
4.1	Effect on Capital Stock of Newco		6
4.2	Payment to Holders of Newco Shares		6
4.3	Appraisal Rights		8
4.4	Adjustments		8
4.5	Withholding Rights		8
ARTICLE V REPRESENTATIONS AND WARRANTIES			9
5.1	Representations and Warranties of the Flex Parties		9
5.2	Representations and Warranties of the Nextracker Parties		12
ARTICLE VI COVENANTS			14
6.1	Newco Stockholder Consent		14
6.2	Nextracker Stockholder Consent		14
6.3	Merger Sub Stockholder Consent		15
6.4	Conduct of Nextracker		15
6.5	Consents and Authorizations		15
6.6	Status		15
6.7	Further Assurances		15
6.8	Proxy Statement; Registration Statement		15

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6.9	Flex Shareholders Meeting	17
6.10	Newco Capital Stock	17
6.11	Newco Assets and Liabilities	17
6.12	Stock Exchange Listing	17
6.13	Takeover Statutes	17
6.14	Transaction Litigation	18
6.15	Tax Matters Agreement	18
ARTICLE VII CONDITIONS TO CLOSING		18
7.1	Mutual Conditions to Closing	18
7.2	Conditions Precedent to Obligations of the Nextracker Parties	18
7.3	Conditions Precedent to Obligations of the Flex Parties	19
7.4	Frustration of Closing Conditions	19
ARTICLE VIII TERMINATION		19
8.1	Termination of Agreement	19
8.2	Procedure Upon Termination	20
8.3	Effect of Termination	20
ARTICLE IX MISCELLANEOUS		20
9.1	Entire Agreement; Construction	20
9.2	Transaction Documents	21
9.3	Counterparts	21
9.4	Survival	21
9.5	Expenses	21
9.6	Notices	21
9.7	Waiver	22
9.8	Assignment	22
9.9	Successors and Assigns	22
9.10	Amendment	22
9.11	Subsidiaries	22
9.12	Third-Party Beneficiaries	22
9.13	Title and Headings	23
9.14	Governing Law; Submission to Jurisdiction	23
9.15	Dispute Negotiation	23
9.16	Specific Performance	24
9.17	Severability	24
9.18	Public Announcement	24
9.19	Interpretation	24
9.20	No Waiver	25

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9.21	Advisors	25
9.22	No Recourse	25
ARTICLE X DEFINITIONS		26
10.1	Certain Definitions	26
10.2	Terms Defined Elsewhere	28
10.3	References; Interpretation	29

Exhibits

Exhibit A – Form of Certificate of Merger

Exhibit B – Form of Certificate of Incorporation of the Surviving Corporation

Exhibit C – Form of Tax Matters Agreement

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of [•], 2023, is entered into by and among Flex Ltd., a public company limited by shares incorporated in Singapore and having company registration no. 19002645H (“Flex”), Yuma, Inc., a Delaware corporation (“Newco”), Nextracker Inc., a Delaware corporation (“Nextracker”), and Yuma Acquisition Corp., a Delaware corporation (“Merger Sub”) (all such parties, collectively, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, as of the date hereof: (i) Flex, directly or indirectly through its wholly owned Subsidiaries, is the sole stockholder of Flextronics International USA, Inc., a Delaware corporation (“FIUI”); (ii) FIUI is the sole stockholder of Newco; (iii) Newco is the sole stockholder of Nextracker; (iv) Newco, TPG Rise Flash, L.P., a Delaware limited partnership (“TPG”), and Yuma Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Newco (“Newco Sub”), directly or indirectly hold all of the units of Nextracker LLC, a Delaware limited liability company (“Nextracker OpCo” and all such units, the “Nextracker OpCo Units”); and (v) Nextracker is the sole stockholder of Merger Sub;

WHEREAS, Flex, FIUI, and Nextracker OpCo are parties to that certain Separation Agreement, dated as of February 1, 2022 (the “Separation Agreement”);

WHEREAS, Flex currently expects to cause Nextracker to make an offer and sale to the public of shares of Class A common stock, par value $0.0001 per share, of Nextracker (all such shares, the “Nextracker Class A Shares”), pursuant to a registration statement on Form S-1, as more fully described in the Separation Agreement (the “IPO”);

WHEREAS, in connection with the IPO, if effected, as of the closing date of the IPO, the equity interests in Nextracker held by Flex and its Subsidiaries (including Newco and Newco Sub) would be recapitalized as shares of Class B common stock, par value $0.0001 per share, of Nextracker (all such shares, the “Nextracker Class B Shares”);

WHEREAS, among other things, the Separation Agreement provides, on the terms and subject to the conditions of the Separation Agreement, (i) FIUI with the right (the “Merger Election Right”), exercisable at any time following the IPO, to elect to effect the merger of Merger Sub with and into Newco, with Newco surviving as a direct wholly owned Subsidiary of Nextracker (the “Merger”), and (ii) that Nextracker and Merger Sub shall take all actions reasonably necessary to adopt and approve this Agreement;

WHEREAS, on the terms and subject to the conditions of this Agreement, if the Merger Election Right is exercised and not rescinded, Flex shall effect the Distribution (as defined herein) prior to the consummation of the Merger, whereby the holders of fully-paid up ordinary shares, no par value per share, of Flex whose names appear on the Branch Register of Members maintained in the United States of America (all such shares, the “Flex Ordinary Shares”), on the Distribution Record Date (as defined herein) would receive one share of common stock, par value $0.001 per share, of Newco (all such shares, the “Newco Shares”), for each Flex Ordinary Share held by each such holder;

WHEREAS, on the terms and subject to the conditions of this Agreement, if the Merger is consummated, each holder of Newco Shares, as of immediately prior to the consummation of the Merger, would have the right to receive, immediately following the consummation of the Merger, a number of newly issued Nextracker Class A Shares as determined by the Exchange Ratio (as defined herein), for each Newco Share held by such holder;

WHEREAS, the board of directors of Newco (the “Newco Board”) has, among other matters, approved and declared advisable this Agreement and the Merger, and resolved to recommend that FIUI, in its capacity as the sole stockholder of Newco, approve the Merger and adopt this Agreement;

WHEREAS, the board of directors of Nextracker (the “Nextracker Board”) has, among other matters, approved and declared advisable this Agreement and the transactions contemplated by this Agreement (the “Transactions”), including the issuance of newly issued Nextracker Class A Shares to the holders of Newco Shares as consideration in the Merger (the “Issuance”), and resolved to recommend that Newco, in its capacity as the sole stockholder of Nextracker, approve this Agreement and the Transactions, including the Issuance;

WHEREAS, the board of directors of Merger Sub (the “Merger Sub Board”) has, among other matters, approved and declared advisable this Agreement and the Merger, and resolved to recommend that Nextracker, in its capacity as the sole stockholder of Merger Sub, approve the Merger and adopt this Agreement;

WHEREAS, immediately following the execution of this Agreement, each of (i) FIUI, in its capacity as the sole stockholder of Newco, (ii) Newco, in its capacity as the sole stockholder of Nextracker, and (iii) Nextracker, in its capacity as the sole stockholder of Merger Sub, shall execute and deliver, as applicable, the Newco Stockholder Consent, the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent (each as defined herein);

WHEREAS, the Parties acknowledge and agree that a significant interval of time may elapse between the IPO and the consummation of the Merger;

WHEREAS, the Parties intend that, for U.S. federal income tax purposes: (i) the Distribution shall qualify as tax-free under Section 355 of the United States Internal Revenue Code (the “Code”); (ii) this Agreement shall constitute a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury regulations promulgated thereunder (“Treasury Regulations”); and (iii) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the other Transaction Documents and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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ARTICLE I

ELECTION NOTICE; PRE-CLOSING DISTRIBUTION OF NEWCO SHARES

1.1 Merger Notice. Pursuant to Section 3.8 of the Separation Agreement, FIUI may exercise the Merger Election Right at any time following the IPO. Accordingly, the Parties hereby agree that Flex, on behalf of FIUI, may exercise the Merger Election Right by delivering a written notice of such election to Nextracker at any time following the IPO (the “Merger Notice”). The Merger Notice shall specify a date for the Closing that is the later of (a) a Business Day that is no less than 30 days from the date of the Merger Notice, and (b) the third Business Day after the satisfaction or, if permissible, waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at such time). The date for the Closing specified in the Merger Notice is referred to herein as the “Merger Notice Closing Date”. Notwithstanding anything to the contrary in this Agreement, at any time prior to the consummation of the Merger, Flex, in its sole and absolute discretion, may rescind the Merger Notice by delivering a written notice of such election to Nextracker. In such event, this Agreement shall remain in full force and effect but the Transactions shall promptly thereafter be abandoned until such time as Flex delivers a subsequent Merger Notice to Nextracker in accordance with this Section 1.1 (which subsequent Merger Notice shall otherwise be treated as the “Merger Notice” for all purposes hereunder). For the avoidance of doubt, any such rescinding of the Merger Notice by Flex shall not terminate this Agreement and shall be independent of the termination provisions set forth in Article VIII.

1.2 Distribution of Newco Shares to Flex Shareholders.

(a) The Distribution. For purposes of this Agreement, the “Distribution” means, if effected by Flex in its sole and absolute discretion, (i) the distribution, including by means of a series of distributions, to the holders of the Flex Ordinary Shares whose names appear on the Branch Register of Members maintained in the United States of America (other than Excluded Shares) on the Distribution Record Date (or at the direction of such holder, to the designated bank, brokerage firm or other nominee on such holder’s behalf) electronically, by direct registration of such Newco Shares in book entry form (each, a “Book Entry Newco Share”), one Newco Share for each Flex Ordinary Share held by each such holder at the Distribution Record Date, or (ii) any other distribution or series of distributions of Newco Shares to the holders of Flex Ordinary Shares whose names appear on the Branch Register of Members maintained in the United States of America as determined by Flex in its sole and absolute discretion. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex shall be entitled to establish the timing of the Distribution Record Date and the Distribution Closing Date at any time prior to the consummation of the Merger and determine whether to effect the Distribution, in each case, in its sole and absolute discretion.

(b) Appointment of Agent. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), (i) Flex shall appoint the then-current transfer agent for the Flex Ordinary Shares (or any other transfer agent selected by Flex in its sole and absolute discretion) to act as agent in connection with the Distribution (the “Agent”) and enter into an agreement with the Agent with respect to the Distribution prior to the Distribution Record Date and (ii) Nextracker shall, in reasonable consultation with Flex, enter into a customary agreement with the Agent as exchange agent for the Issuance and the other matters contemplated by Article IV prior to the Closing Date.

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(c) Tax Consequences. The Parties intend that, for U.S. federal income tax purposes, the Distribution shall qualify as tax-free under Section 355 of the Code. Each Party shall, and shall cause its respective Affiliates to, file all tax returns consistent with, and take no position inconsistent with (whether in audits, tax returns or otherwise), such treatment unless required to do so pursuant to a final “determination” (within the meaning of Section 1313(a) of the Code).

ARTICLE II

THE MERGER

2.1 Closing Date. The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., New York, New York time, by electronic exchange of documents by the Parties, on the date that is (i) the later of (A) the date for the Closing specified in the Merger Notice (for as long as such Merger Notice remains in effect) and (B) the third Business Day after the satisfaction or, if permissible, waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at such time) or (ii) on such other date as the Parties may agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

2.2 The Closing. On the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, at the Closing, Merger Sub shall be merged with and into Newco and the separate corporate existence of Merger Sub shall thereupon cease, and Newco shall be the surviving corporation in the Merger under the DGCL (sometimes hereinafter referred to as the “Surviving Corporation”). Upon consummation of the Merger, the Surviving Corporation shall be a wholly owned Subsidiary of Nextracker.

2.3 Effective Time. Concurrently with the Closing, Flex and Nextracker will cause a certificate of merger, in the form attached hereto as Exhibit A (the “Certificate of Merger”), to be executed in accordance with the relevant provisions of the DGCL and duly filed with the Secretary of State of the State of Delaware (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by the Parties in writing prior to the filing thereof, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL, if any, to effect the Merger. From and after the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Newco and Merger Sub, all as provided under the DGCL and the Governing Documents of the Surviving Corporation.

2.4 Closing Deliverables. At or prior to the Closing, the following deliveries shall be made in the following manner:

(a) Flex shall have delivered, on behalf of the Flex Parties, to Nextracker a certificate executed by Flex as to the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b);

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(b) Nextracker shall have delivered, on behalf of the Nextracker Parties, to Flex a certificate executed by Nextracker as to the satisfaction of the conditions set forth in Sections 7.3(a) and 7.3(b);

(c) Flex shall have delivered, or caused to be delivered, to Nextracker resignation letters from (i) all members of the board of directors of Newco and (ii) the officers of Newco, in each case, effective as of the Closing (other than any such members or officers identified by Nextracker in writing to Flex prior to the Closing); and

(d) Flex and Newco shall have received a tax opinion from a nationally recognized tax advisor, dated as of the Closing Date, to the effect that the Distribution will qualify as tax-free under Section 355 of the Code and the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code.

(e) Nextracker shall have received a certificate from Newco, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in Newco is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

2.5 Tax Consequences. The Parties intend that, for U.S. federal income tax purposes, (a) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (b) this Agreement, including any amendments thereto, be, and hereby is, adopted as, a “plan of reorganization” involving the Merger for purposes of Section 354, Section 361 and Section 368 of the Code. Each Party shall, and shall cause its respective Affiliates to, file all tax returns consistent with, and take no position inconsistent with (whether in audits, tax returns or otherwise), such treatment unless required to do so pursuant to a final “determination” (within the meaning of Section 1313(a) of the Code).

ARTICLE III

CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

3.1 Certificate of Incorporation. At the Effective Time, the certificate of incorporation of Newco as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time to be in the form attached hereto as Exhibit B and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended as provided therein or in accordance with the DGCL.

3.2 Bylaws. At the Effective Time, the bylaws of Newco shall be amended and restated in their entirety to read the same as the bylaws of Merger Sub immediately prior to the Effective Time, and as so amended and restated shall be the bylaws of the Surviving Corporation (the “Bylaws”), until thereafter duly amended as provided therein or in accordance with the Charter and the DGCL.

3.3 Directors. The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.

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3.4 Officers. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.

ARTICLE IV

EFFECT OF THE MERGER ON CAPITAL STOCK

4.1 Effect on Capital Stock of Newco. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Newco or Merger Sub or any other Person:

(a) Treatment of Newco Shares. (i) All of the Newco Shares shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and (ii) Nextracker shall issue new Nextracker Class A Shares to the holders of each Newco Share issued and outstanding immediately prior to the Effective Time, in an amount, on a per Newco Share basis, equal to the quotient of (i) the number of Nextracker Class A Shares held by Newco and its Subsidiaries (including Newco Sub) as of immediately prior to the Effective Time (and assuming for such purposes that all Nextracker OpCo Units and Nextracker Class B Shares held by Newco and its Subsidiaries (including Newco Sub) have been exchanged for Nextracker Class A Shares as of immediately prior to the Effective Time pursuant to and in accordance with the Exchange Agreement) divided by (ii) the number of issued and outstanding Newco Shares as of immediately prior to the Effective Time (such ratio, the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). For the avoidance of doubt, following the Effective Time, each Newco Share shall not represent economic ownership in the Surviving Corporation and shall instead thereafter represent only the right to receive the Per Share Merger Consideration and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 4.2(d) or any dividends or other distributions pursuant to Section 4.2(b).

(b) Treatment of Merger Sub Shares. At the Effective Time, each share of common stock, par value $0.001 per share, of Merger Sub (all such shares, the “Merger Sub Shares”), issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.

4.2 Payment to Holders of Newco Shares.

(a) Agent; Distribution Procedures. Nextracker shall deposit, or shall cause to be deposited, with the Agent for the benefit of the holders of Newco Shares as of immediately prior to the Effective Time (the “Newco Record Holders”) (i) prior to the Effective Time, evidence of non-certificated newly issued Nextracker Class A Shares in book entry form (“Book Entry Nextracker Class A Shares”), constituting at least the amounts necessary for payment of the Aggregate Merger Consideration, and (ii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Nextracker Class A Shares to be issued or to be paid pursuant to Section 4.2(b) and Section 4.2(d), in consideration for the cancellation of Newco Shares that are outstanding

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immediately prior to the Effective Time, deliverable upon due surrender of the Book Entry Newco Shares to the Agent pursuant to the provisions of this Article IV (such cash and evidence of Book Entry Nextracker Class A Shares, together with the amount of any dividends or other distributions payable pursuant to this Article IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Agent shall also act as the agent for Newco’s stockholders for the purpose of receiving and holding their Book Entry Newco Shares and shall obtain no rights or interests in the Newco Shares represented thereby. As promptly as practicable after the Effective Time, Nextracker shall cause the Agent to distribute the Aggregate Merger Consideration and cash in the Exchange Fund to the Newco Record Holders in accordance with this Article IV.

(b) Distributions with Respect to Unexchanged Newco Shares. All Nextracker Class A Shares to be issued by Nextracker in connection with the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution has been declared by Nextracker in respect of Nextracker Class A Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Per Share Merger Consideration issuable pursuant to this Agreement. No dividends or other distributions in respect of the Nextracker Class A Shares shall be paid to any holder of any Newco Share until such Book Entry Newco Share is surrendered for exchange in accordance with this Article IV. Subject to the effect of applicable Law, following surrender of any such Book Entry Newco Share that has been converted into the right to receive the Per Share Merger Consideration, there shall be issued or paid to the holder of the Book Entry Nextracker Class A Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Nextracker Class A Shares and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole Nextracker Class A Shares with a record date after the Effective Time but with a payment date subsequent to surrender of any such Book Entry Newco Share.

(c) Transfers. From and after the Distribution Closing, there shall be no transfers on the stock transfer books of Newco of the Newco Shares that were outstanding immediately following the Distribution Closing. From and after the Effective Time, there shall be no transfers on the stock transfer books of Newco of the Newco Shares that were outstanding immediately prior to the Effective Time.

(d) Fractional Shares. No fractional Nextracker Class A Shares will be distributed or credited to book entry accounts in connection with the Merger, and any such fractional share to which a Newco Record Holder would otherwise be entitled shall not entitle such Newco Record Holder to dividends, voting rights or any other rights as a stockholder of Nextracker in respect of such fractional share. In lieu of any such fractional shares, each Newco Record Holder who, but for the provisions of this Section 4.2(d), would be entitled to receive a fractional share of a Nextracker Class A Share in connection with the Merger, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Nextracker shall direct the Agent to determine the number of whole and fractional Nextracker Class A Shares allocable to each Newco Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Newco Record Holder who otherwise would be entitled to receive fractional shares (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make

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such sales), and to cause to be distributed to each such Newco Record Holder, in lieu of any fractional share, such Newco Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of the Parties or the Agent will be required to guarantee any minimum sale price for the fractional Nextracker Class A Shares sold in accordance with this Section 4.2(d). None of the Parties or the Agent will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of the Parties. Solely for purposes of computing fractional shares pursuant to this Section 4.2(d), the beneficial owner of Nextracker Class A Shares held of record in the name of a nominee in any nominee account shall be treated as the Newco Record Holder with respect to such shares.

(e) Termination of Exchange Fund. Any portion of the Exchange Fund (including Nextracker Class A Shares) that remains unclaimed by the stockholders of Newco for 12 months after the Effective Time shall be delivered to Nextracker. Any holder of Newco Shares who has not theretofore complied with this Article IV shall thereafter look only to Nextracker for delivery of any Per Share Merger Consideration (and to the extent applicable, cash in lieu of fractional shares pursuant to Section 4.2(d) or any dividends or other distributions pursuant to Section 4.2(b)), payable or issuable pursuant to Section 4.1 and Section 4.2 upon due surrender of their Book Entry Newco Shares, in each case, without interest. Notwithstanding the foregoing, none of the Surviving Corporation, Nextracker, Flex, the Agent or any other Person shall be liable to any former holder of Newco Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar applicable Laws. Any portion of the Exchange Fund which remains undistributed to the holders of Newco Shares immediately prior to the time at which the Exchange Fund would otherwise escheat to, or become property of, any Governmental Entity, shall, to the extent permitted by applicable Law, become the property of Nextracker, free and clear of all claims or interest of any Person previously entitled thereto.

4.3 Appraisal Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of Newco Shares in connection with the Merger.

4.4 Adjustments. Notwithstanding anything to the contrary in this Agreement, if, between the date hereof and the Effective Time, the issued and outstanding Newco Shares or securities convertible or exchangeable into or exercisable for Newco Shares or the issued and outstanding Nextracker Class A Shares or securities convertible or exchangeable into or exercisable for Nextracker Class A Shares, shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, extraordinary cash dividend, recapitalization, reorganization, combination, merger, issuer tender or exchange offer, or other similar transaction (other than, in the case of Newco Shares, in connection with or to effect the Distribution), then the Per Share Merger Consideration and the Aggregate Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration and the Aggregate Merger Consideration, respectively.

4.5 Withholding Rights. Flex, Newco, Nextracker, Merger Sub and their respective Affiliates and agents (including the Agent), shall be entitled to deduct and withhold from any amounts otherwise required to be paid pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code or any provision of state, local or foreign

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tax law, and shall properly remit, or cause to be remitted, such amounts to the relevant Governmental Entity. Any deducted or withheld amounts that are properly remitted to the relevant Governmental Entity shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Flex Parties. Flex represents and warrants to the Nextracker Parties that:

(a) Organization; Good Standing; Qualification. Flex is a company duly incorporated and validly existing under the laws of Singapore and Newco is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Flex Party (i) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to (x) prevent, materially impair or materially delay the ability of such Party to perform its obligations under this Agreement or the other Transaction Documents or prevent, materially impair or materially delay the consummation of the transactions contemplated hereby and thereby (a “Material Adverse Effect”) or (y) solely with respect to Newco, result in a material liability to the Surviving Corporation.

(b) Authorization of Transaction Documents.

(i) Each Flex Party has all requisite corporate power and authority, subject only to obtaining the approval of the Distribution (and any other Transaction or this Agreement as required by applicable Law or Flex’s Governing Documents) by the holders of the Flex Ordinary Shares at a meeting of Flex’s shareholders called and held for such purpose (the “Flex Shareholder Approval”) and the Newco Stockholder Consent, as applicable, and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it, or they, is, are, or shall be, a party, and to consummate the transactions contemplated hereby and thereby (other than with respect to the Distribution (if consummated), which Flex shall have taken all necessary corporate action to consummate as of the Distribution Closing).

(ii) The Newco Board has (1) determined that this Agreement and the Merger are fair to and in the best interests of Newco and its stockholders, (2) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that FIUI, as the sole stockholder of Newco, approve the Merger and adopt this Agreement, and (4) approved and declared advisable the other Transaction Documents to which Newco is a party. Other than the Newco Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Newco is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

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(c) Execution of Transaction Documents. This Agreement has been duly executed and delivered by each Flex Party, and each other Transaction Document to which each Flex Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such Flex Party.

(d) Enforceability of Transaction Documents. Assuming that this Agreement and each of the Transaction Documents to which any Flex Party is a party is the valid and binding obligation of each Nextracker Party or other counterparty thereto, this Agreement constitutes and each other Transaction Document shall constitute, the valid, legal and binding obligation of each Flex Party that is party to each such agreement, enforceable against each such Flex Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Remedies Exception”).

(e) Non-Contravention. The execution and delivery by any Flex Party of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the Flex Shareholder Approval and the Newco Stockholder Consent, as applicable: (i) conflict with any requirement of its Governing Documents; (ii) assuming compliance with the matters referred to in Section 5.1(f), result in a violation or breach of any applicable Law by which it is bound or to which any of its properties is subject; or (iii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of such Flex Party or any of its Subsidiaries pursuant to any Contract binding upon such Flex Party or any of its Subsidiaries or result in any change in the rights or obligations of any party under any Contract binding upon such Flex Party or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), as would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Newco, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(f) Consents. No consent, license, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Entity or other third party is required by or of any Flex Party or any Subsidiary of any Flex Party in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document to which any such Flex Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) any such consent, license, approval, authorization, filing, notice or act that has been obtained, made or taken, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) compliance with any applicable requirements of the Exchange Act, the Securities Act, and any other applicable state or federal securities applicable Laws, (iv) compliance with the rules and regulations of the Nasdaq Stock Market (the “NASDAQ”), (v) the filing with the SEC and mailing of the Proxy/Prospectus (or such other filings as may be necessary under federal securities applicable Laws, including, if applicable, the filing with the SEC and effectiveness of the Form 10 Registration Statement), and (vi) where the failure to obtain such consent, license, approval or authorization or make such filing or take such act would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Newco, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

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(g) Newco. As of the date hereof, the authorized capital stock of Newco consists of 100 Newco Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights, and, as of the Closing Date, the authorized capital stock of Newco shall consist of a number of Newco Shares as determined by Flex in its sole and absolute discretion to effect the Distribution (which will be when issued duly authorized and validly issued, fully paid and nonassessable and not subject to preemptive rights). As of the date hereof, all Newco Shares are owned by FIUI, and prior to the Distribution Closing will be, owned by FIUI (or a Subsidiary thereof), free and clear of any Lien, and there are and as of the Closing there will be no other equity interests authorized, issued or outstanding in Newco. There are and as of the Closing there will be no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Newco to issue or sell any shares of capital stock or other securities of Newco or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Newco, and no securities or obligations evidencing such rights are or as of the Closing will be authorized, issued or outstanding. Newco does not have and as of the Closing will not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Newco on any matter. As of the Effective Time, each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), including directly or indirectly holding any interest in any Subsidiary thereof holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the Tax Matters Agreement and pursuant to this Agreement and the Transactions.

(h) Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation that purports to limit or restrict business combinations (each, a “Takeover Statute”) or any anti-takeover provision in Flex’s or Newco’s Governing Documents applies to this Agreement or the Transactions.

(i) No Brokers. No agent, broker, investment banker, or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by Flex or any of its Subsidiaries directly or indirectly in connection with the Transactions.

(j) Information Supplied. None of the information supplied or to be supplied by or on behalf of the Flex Parties for inclusion or incorporation by reference in the S-4 Registration Statement will, at the time the S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by the Flex Parties with respect to information or statements made or incorporated by reference in the Proxy/Prospectus or the S-4 Registration Statement or based on information regarding Nextracker or its Affiliates supplied by or on behalf of Nextracker for inclusion or incorporation by reference therein.

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5.2 Representations and Warranties of the Nextracker Parties. Nextracker represents and warrants to the Flex Parties that:

(a) Organization; Good Standing; Qualification. Each Nextracker Party is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Nextracker Party (i) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(b) Authorization of Transaction Documents.

(i) Each Nextracker Party has all requisite corporate power and authority, subject only to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable, and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it, or they, is, are, or shall be, a party, and to consummate the transactions contemplated hereby and thereby.

(ii) The Nextracker Board has (1) determined that this Agreement and the Transactions are in the best interests of Nextracker and its stockholders, (2) approved and declared advisable this Agreement, the Issuance and the other Transactions, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Newco, as the sole stockholder of Nextracker, approve this Agreement and the Transactions, including the Issuance, and (4) approved and declared advisable the other Transaction Documents to which Nextracker is a party. Other than the Nextracker Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Nextracker is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

(iii) The Merger Sub Board has (1) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its stockholders, (2) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Nextracker, as the sole stockholder of Merger Sub, approve the Merger and adopt this Agreement, and (4) approved and declared advisable the other Transaction Documents to which Merger Sub is a party. Other than the Merger Sub Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

(c) Execution of Transaction Documents. This Agreement has been duly executed and delivered by each Nextracker Party, and each other Transaction Document to which Nextracker Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such Nextracker Party.

(d) Enforceability of Transaction Documents. Assuming that this Agreement and each of the Transaction Documents to which any Nextracker Party is a party is the valid and binding obligation of each Flex Party or other counterparty thereto, this Agreement constitutes and each other Transaction Document shall constitute, the valid, legal and binding obligation of each Nextracker Party that is party to each such agreement, enforceable against each such Nextracker Party in accordance with its terms, subject to the Remedies Exception.

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(e) Non-Contravention. The execution and delivery by any Nextracker Party of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable: (i) conflict with any requirement of its Governing Documents; (ii) assuming compliance with the matters referred to in Section 5.2(f), result in a violation or breach of any applicable Law by which it is bound or to which any of its properties is subject; or (iii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of such Nextracker Party or any of its Subsidiaries pursuant to any Contract binding upon such Nextracker Party or any of its Subsidiaries or result in any change in the rights or obligations of any party under any Contract binding upon such Nextracker Party or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), as would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(f) Consents. No consent, license, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Entity or other third party is required by or of any Nextracker Party or any Subsidiary of any Nextracker Party in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document to which any such Nextracker Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) any such consent, license, approval, authorization, filing, notice or act that has been obtained, made or taken, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) compliance with any applicable requirements of the Exchange Act, the Securities Act, and any other applicable state or federal securities applicable Laws, (iv) compliance with the rules and regulations of the NASDAQ (including with respect to the listing of Nextracker Class A Shares to be issued pursuant to the Issuance), (v) the filing with the SEC and effectiveness of the S-4 Registration Statement (or such other filings as may be necessary under federal securities applicable Laws), and (vi) where the failure to obtain such consent, license, approval or authorization or make such filing or take such act would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(g) Nextracker Class A Shares. All of the Nextracker Class A Shares are, and will be when issued in accordance with this Agreement, duly authorized and validly issued, fully paid and nonassessable and not subject to preemptive rights. Each Nextracker Class A Share issued pursuant to this Agreement will be issued free and clear of any Lien and in compliance with all applicable Law and the Governing Documents of Nextracker and without contravention of any other Person’s rights therein or with respect thereto.

(h) Merger Sub. The authorized capital stock of Merger Sub consists of 100 Merger Sub Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights. All of the Merger Sub Shares are, and at the Effective Time will be, owned directly by Nextracker, free and clear of any Lien, and there are and as of the Closing there will be no other equity interests authorized, issued or outstanding in Merger Sub. There are and as of the Closing there will be no preemptive or other outstanding

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rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Merger Sub to issue or sell any shares of capital stock or other securities of Merger Sub or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Merger Sub, and no securities or obligations evidencing such rights are or as of the Closing will be authorized, issued or outstanding. Merger Sub does not have and as of the Closing will not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Merger Sub on any matter. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions.

(i) Takeover Statutes. No Takeover Statute or any anti-takeover provision in Nextracker’s or Merger Sub’s Governing Documents applies to this Agreement or the Transactions.

(j) No Brokers. No agent, broker, investment banker, or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by Nextracker or any of its Subsidiaries directly or indirectly in connection with the Transactions.

(k) Information Supplied. None of the information supplied or to be supplied by or on behalf of the Nextracker Parties for inclusion or incorporation by reference in the Proxy/Prospectus will, at the date the Proxy/Prospectus is mailed to the shareholders of Flex or at the time of the Flex Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by the Nextracker Parties with respect to information or statements made or incorporated by reference in the Proxy/Prospectus or the S-4 Registration Statement or based on information regarding Flex or its Affiliates supplied by or on behalf of Flex for inclusion or incorporation by reference therein.

ARTICLE VI

COVENANTS

6.1 Newco Stockholder Consent. Immediately after the execution of this Agreement, FIUI shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Newco, a written consent approving the Merger and adopting this Agreement (the “Newco Stockholder Consent”). The Newco Stockholder Consent shall not be modified or rescinded.

6.2 Nextracker Stockholder Consent. Immediately after the execution of this Agreement, Newco shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Nextracker, a written consent approving this Agreement and the Transactions, including the Issuance (the “Nextracker Stockholder Consent”). The Nextracker Stockholder Consent shall not be modified or rescinded.

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6.3 Merger Sub Stockholder Consent. Immediately after the execution of this Agreement, Nextracker shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Merger Sub, a written consent approving the Merger and adopting this Agreement (the “Merger Sub Stockholder Consent”). The Merger Sub Stockholder Consent shall not be modified or rescinded.

6.4 Conduct of Nextracker. Nextracker shall not, and shall cause its Subsidiaries (including Merger Sub) not to, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, impair or delay the ability of any of the Parties to consummate the Merger and the other Transactions as promptly as reasonably practicable after delivery of the Merger Notice and in any event by the Merger Notice Closing Date specified therein (for as long as such Merger Notice remains in effect).

6.5 Consents and Authorizations. On the terms and subject to the conditions of this Agreement, the Nextracker Parties and the Flex Parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as promptly as reasonably practicable after delivery of the Merger Notice and in any event by the Merger Notice Closing Date specified therein (for as long as such Merger Notice remains in effect), including preparing and filing as promptly as reasonably practicable thereafter all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable thereafter all Consents, registrations, approvals and permits necessary or advisable to be obtained from any Governmental Entity or other third party with respect to the Transactions.

6.6 Status. From and after delivery of the Merger Notice (for as long as such Merger Notice remains in effect), subject to applicable Law and as otherwise required by any Governmental Entity, Flex and Nextracker each shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Flex or Nextracker, as applicable, or any of its Subsidiaries, from any Governmental Entity or other third party with respect to the Transactions.

6.7 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Parties may reasonably request as necessary or advisable to carry out the intent and accomplish the purposes of this Agreement and the Transactions.

6.8 Proxy Statement; Registration Statement.

(a) Promptly after delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex and Nextracker shall prepare, and Flex shall file with the SEC, a proxy statement with respect to the Flex Shareholders Meeting (which proxy statement may be combined, in Flex’s sole and absolute discretion, with the proxy statement for any annual general meeting of Flex) and a prospectus that Nextracker will use to offer the Nextracker Class A Shares to be issued in the Issuance (such proxy statement and prospectus, together with all amendments and supplements thereto, the “Proxy/Prospectus”), and Flex and Nextracker shall prepare, and Nextracker shall file with the SEC, a registration statement on Form S-4 pursuant to which the offer and sale of Nextracker Class A Shares to be issued in the Issuance will be

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registered pursuant to the Securities Act and which will include the Proxy/Prospectus as a part thereof (such registration statement, together with all amendments and supplements thereto, the “S-4 Registration Statement”). After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex and Nextracker each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the S-4 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other Transactions, and Flex shall promptly thereafter mail the Proxy/Prospectus to the shareholders of Flex. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Nextracker shall also use its reasonable best efforts to satisfy, prior to the effective date of the S-4 Registration Statement, all necessary state securities applicable Laws or “blue sky” notice requirements to consummate the Transactions.

(b) After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), each of Flex and Nextracker shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Proxy/Prospectus or S-4 Registration Statement or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Proxy/Prospectus or S-4 Registration Statement. During such period of time, (i) Nextracker shall advise Flex, promptly after receipt of notice thereof, of the time of effectiveness of the S-4 Registration Statement and the issuance of any stop order relating thereto or the suspension of the qualification of Nextracker Class A Shares for offering or sale in any jurisdiction, and each of Flex and Nextracker shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated, (ii) Flex shall advise Nextracker, promptly after receipt of notice thereof, of the time of clearance of the Proxy/Prospectus and any order relating thereto, and each of Flex and Nextracker shall use its reasonable best efforts to have any such order lifted, reversed or otherwise terminated, and (iii) Flex will cause the Proxy/Prospectus, and Nextracker will cause the S-4 Registration Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act.

(c) After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), each of Flex and Nextracker will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the S-4 Registration Statement and other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the other Transactions prior to filing such documents with the applicable Governmental Entity and mailing the applicable documents to Flex’s shareholders. Each Party will include in the Proxy/Prospectus, the S-4 Registration Statement and such other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the other Transactions comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Flex and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Flex, acting reasonably, and all information relating to Nextracker and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Nextracker, acting reasonably.

(d) If at any time prior to the Distribution Closing, Flex determines in its sole and absolute discretion that the Newco Shares to be issued in the Distribution are required by applicable Law to be registered on a registration statement on Form 10 (such registration statement, together with all amendments and supplements thereto, the “Form 10 Registration

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Statement”), Flex shall thereafter notify Nextracker of such determination and, following such notice, the covenants and representations of the Parties herein applicable to the Proxy/Prospectus shall apply to such Form 10 Registration Statement mutatis mutandis; provided, that Flex may, following such notice, determine in its sole and absolute discretion that a Form 10 Registration Statement is not so required and upon notice to Nextracker the obligations herein with respect thereto shall be of no further force and effect (unless otherwise subsequently determined by Flex in its sole and absolute discretion upon notice to Nextracker).

(e) Flex shall bear all of the costs and expenses in connection with the Proxy/Prospectus and the actions contemplated hereby with respect hereto and Nextracker shall bear all of the costs and expenses in connection with the S-4 Registration Statement and the actions contemplated hereby with respect hereto.

6.9 Flex Shareholders Meeting. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex shall use its reasonable best efforts to, in accordance with applicable Law and its Governing Documents, convene and hold (in person and/or virtually, in accordance with applicable Law and its Governing Documents), following the clearance of the Proxy/Prospectus and the S-4 Registration Statement having been declared effective by the SEC, a meeting of the shareholders of Flex (which meeting may, in Flex’s sole and absolute discretion, be an annual general meeting of Flex) to consider and vote upon the Distribution (the “Flex Shareholders Meeting”) and to cause such vote to be taken; provided that Flex may adjourn or postpone the Flex Shareholders Meeting to any date or, as the case may be, may adjourn the Flex Shareholders Meeting sine die, in each case, as determined by Flex in its sole and absolute discretion.

6.10 Newco Capital Stock. Through the Effective Time, Flex and Newco may take any actions necessary to provide that the number of issued and outstanding Newco Shares as of immediately prior to the Effective Time shall equal the number of issued and outstanding Flex Ordinary Shares (other than the Excluded Shares) at the Distribution Record Date, or any other number of issued and outstanding Newco Shares as otherwise determined by Flex in its sole and absolute discretion to effect the Distribution.

6.11 Newco Assets and Liabilities. Prior to the Distribution Closing, Flex shall, or shall cause its Subsidiaries to, take all actions necessary such that, as of the Effective Time, each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature, other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the Tax Matters Agreement and pursuant to this Agreement.

6.12 Stock Exchange Listing. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Nextracker shall use its reasonable best efforts to cause the Nextracker Class A Shares to be issued in the Issuance to be approved for listing on the NASDAQ prior to the Closing Date.

6.13 Takeover Statutes. If any Takeover Statute becomes or is deemed to be applicable to the Parties, the Merger or any of the other Transactions, then the Parties shall take all actions required to render such Takeover Statute inapplicable to the foregoing.

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6.14 Transaction Litigation. Nextracker shall promptly advise Flex of any Action commenced against Nextracker or any of its directors or officers, in their capacity as such, by any stockholder of Nextracker (on their own behalf or on behalf of Nextracker) relating to this Agreement or the Transactions, and shall keep Flex informed on a reasonably current basis regarding any such Action. Nextracker shall (a) provide Flex with the opportunity to participate, at Flex’s expense and subject to a customary joint defense agreement, in the defense and settlement of any such Action, (b) provide Flex with the opportunity to consult with Nextracker regarding the defense of any such Action, which advice Nextracker shall consider in good faith, and (c) not settle any such Action without the prior written consent of Flex.

6.15 Tax Matters Agreement. Flex, Newco and Nextracker shall enter into the Tax Matters Agreement effective as of immediately prior to the Distribution (if consummated). Notwithstanding anything to the contrary in this Agreement, all Tax matters, including the preservation of Tax records and access to Tax information, and any liability for Taxes shall be handled exclusively in accordance with the provisions of the Tax Matters Agreement.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Mutual Conditions to Closing. The respective obligations of each Party to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in whole or in part by all of the Parties to the extent permitted by applicable Law):

(a) Merger Notice. Flex shall have delivered the Merger Notice and such Merger Notice shall not have been rescinded by Flex.

(b) Registration Statements. The S-4 Registration Statement shall have become effective under the Securities Act and, if applicable, the Form 10 Registration Statement shall have become effective under the Exchange Act. No stop order suspending the effectiveness of the S-4 Registration Statement, and, if applicable, the Form 10 Registration Statement, shall have been issued (and not rescinded), and no proceedings for that purpose shall be pending before the SEC.

(c) No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, stipulation, decree, order or award (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining, enjoining or otherwise making the Merger illegal or otherwise prohibiting or preventing consummation of the Merger or the other Transactions.

(d) Distribution. The Distribution shall have been completed.

7.2 Conditions Precedent to Obligations of the Nextracker Parties. The obligations of the Nextracker Parties to consummate the Merger are further subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Nextracker on behalf of the Nextracker Parties in whole or in part to the extent permitted by applicable Law):

(a) Representations and Warranties. Each of the representations and warranties of the Flex Parties set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except for any failures of such representations and warranties to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b) Agreements and Covenants. Each of the Flex Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Closing Deliveries. Nextracker shall have received each of the deliveries set forth in Section 2.4 required to be delivered to any of the Nextracker Parties.

7.3 Conditions Precedent to Obligations of the Flex Parties. The obligations of the Flex Parties to consummate the Merger are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Flex on behalf of the Flex Parties in whole or in part to the extent permitted by applicable Law):

(a) Representations and Warranties. Each of the representations and warranties of the Nextracker Parties set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except for any failures of such representations and warranties to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. Each of the Nextracker Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Flex Shareholder Approval. The Flex Shareholder Approval shall have been obtained.

(d) Exchange Listing. Nextracker shall have filed with the NASDAQ a notification form for the listing of all Nextracker Class A Shares to be issued in the Issuance, and the NASDAQ shall not have objected to the listing of such Nextracker Class A Shares.

(e) Closing Deliveries. Flex shall have received each of the deliveries set forth in Section 2.4 required to be delivered to any of the Flex Parties.

7.4 Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such Party’s breach of a covenant, agreement, representation or warranty of this Agreement by such Party.

ARTICLE VIII

TERMINATION

8.1 Termination of Agreement. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing as follows:

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(a) by Flex in its sole and absolute discretion (including, for the avoidance of doubt, whether before or after the effectiveness of the S-4 Registration Statement or receipt of the Flex Shareholder Approval);

(b) by mutual written consent of Flex and Nextracker;

(c) by Nextracker if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, stipulation, decree, order or award (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of restraining, enjoining or otherwise making the Merger illegal or otherwise prohibiting or preventing consummation of the Merger or the other Transactions; provided, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to Nextracker if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or resulted in the failure of a condition to the consummation of the Merger or the other Transactions; or

(d) by Nextracker if there has been a breach of any representation, warranty, covenant or agreement made by any of the Flex Parties in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, such that Section 7.2(a) or Section 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of 30 days after written notice thereof is given by Nextracker to Flex.

8.2 Procedure Upon Termination. In the event of termination by Flex or Nextracker, or both, pursuant to Section 8.1, written notice thereof shall forthwith be given to the other Party, and this Agreement shall terminate, and the Merger and the other Transactions shall be abandoned, without further action by Flex or Nextracker.

8.3 Effect of Termination.

(a) In the event that this Agreement is validly terminated in accordance with Sections 8.1 and 8.2, then each of the Parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the other Parties, and each Transaction Document shall be deemed null and void ab initio; provided, that the obligations of the Parties set forth in this Section 8.3 and Article IX shall survive any such termination and shall be enforceable hereunder.

(b) Nothing in this Section 8.3 shall relieve any of the Parties of any liability for any willful and material breach of this Agreement or any Transaction Document (to the extent entered into prior to the date of termination) prior to the date of termination. The damages recoverable by the non-breaching Party shall include all attorneys’ fees reasonably incurred by such Party in connection with the Transactions.

ARTICLE IX

MISCELLANEOUS

9.1 Entire Agreement; Construction. This Agreement, including the Exhibits, and the Transaction Documents, along with the Separation Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such

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subject matter. In the event and to the extent that there shall be a conflict between (a) the provisions of this Agreement and the provisions of any other Transaction Document, such Transaction Document shall control, and (b) the provisions of this Agreement and the provisions of the Separation Agreement, the Separation Agreement shall control.

9.2 Transaction Documents. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Transaction Documents and the Separation Agreement.

9.3 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

9.4 Survival. This Article IX and those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing shall survive the consummation of the Merger. All other representations, warranties, covenants and agreements in this Agreement shall not survive the consummation of the Merger.

9.5 Expenses. Except as otherwise expressly provided in this Agreement or in another Transaction Document, or as otherwise agreed to in writing by the Parties, Flex shall bear all of the costs and expenses in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the Merger.

9.6 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.6):

If to Flex or, prior to the Closing, to Newco:

Flex Ltd.

6201 America Center Dr

San Jose, CA 95002

Attention: General Counsel

E-mail: general.counsel@flex.com

With copy to: richard.riecker@flex.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention: Sharon R. Flanagan

Samir A. Gandhi

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E-mail: sflanagan@sidley.com

sgandhi@sidley.com

If to Nextracker or Merger Sub, or, following the Closing, to Newco:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Attention: General Counsel

E-mail: lschlesinger@nextracker.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention:     Sharon R. Flanagan

    Samir A. Gandhi

E-mail:          sflanagan@sidley.com

    sgandhi@sidley.com

9.7 Waiver. Any consent required or permitted to be given by any Party to each other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Affiliates).

9.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

9.9 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

9.10 Amendment. This Agreement may not be modified or amended except by an agreement in writing signed by Flex and Nextracker.

9.11 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

9.12 Third-Party Beneficiaries. Except as specifically provided in this Agreement or in any Transaction Document, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

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9.13 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

9.14 Governing Law; Submission to Jurisdiction.

(a) This Agreement, and all rights and remedies in connection herewith, shall be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict-of-laws rule or principle (whether under the laws of Delaware or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by applicable Law.

(b) THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY U.S. DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED, IN EACH CASE, IN WILMINGTON, DELAWARE, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE (AS DEFINED BELOW) OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

9.15 Dispute Negotiation. In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or any other Transaction Document or otherwise arising out of, or in any way related to, this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of Flex and Nextracker

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(or such other individuals designated by the respective general counsels) and/or the executive officers designated by Flex and Nextracker shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed 30 days from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 9.15 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings; provided further, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any other Transaction Document to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved. Unless otherwise agreed to in writing, the Parties shall, and shall cause the respective Affiliates to, continue to honor all commitments under this Agreement and each other Transaction Document to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Section 9.15 unless such commitments are the specific subject of the Dispute at issue.

9.16 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any other Transaction Document, the Parties agree that the Party or Parties to this Agreement or such Transaction Document who are or are to be thereby aggrieved shall, subject and pursuant to the terms of Section 9.15 (including for the avoidance of doubt, after compliance with all notice and negotiation provisions therein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Transaction Document, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach of this Agreement or any other Transaction Document, including monetary damages, are inadequate compensation for any monetary loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

9.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.18 Public Announcement. Flex and Nextracker shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (b) for disclosures contained in any public statement made by Flex prior to the date hereof; or (c) as may pertain to disputes between one Party or its Affiliates, on the one hand, and the other Party or its Affiliates, on the other.

9.19 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

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9.20 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Transaction Documents shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

9.21 Advisors. It is acknowledged and agreed by each of the Parties that Flex, on behalf of itself and its Affiliates, has retained each of Sidley Austin LLP, Allen & Gledhill LLP and Richards, Layton & Finger, P.A. to act as counsel in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and that such Persons have not acted as counsel for any of Nextracker or its Affiliates in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and that none of Nextracker or its Affiliates has the status of a client of such Persons listed for conflict of interest or any other purposes as a result thereof. Nextracker hereby agrees, on behalf of itself and its Affiliates that, in the event that a dispute arises in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby between the Parties or any of their respective Affiliates, each of the foregoing Persons may represent Flex and its Affiliates in such dispute even though the interests of Flex and its Affiliates may be directly adverse to those of Nextracker and its Affiliates. Nextracker further agrees, on behalf of itself and is Affiliates that, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Flex or the applicable Affiliate of Flex and may be controlled by Flex or such Affiliate and shall not pass to or be claimed by Nextracker or any of its Affiliates. Without limiting the foregoing, Nextracker acknowledges and agrees that each of Sidley Austin LLP, Allen & Gledhill LLP and Richards, Layton & Finger, P.A. is representing Flex, and not Nextracker in connection with the Transactions.

9.22 No Recourse. Notwithstanding anything to the contrary, except to the extent otherwise expressly set forth herein or in the case of fraud, and in all cases upon the terms and subject to the conditions of, and limitations herein, this Agreement or any other Transaction Document may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or any other Transaction Document, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party. Without limiting the foregoing sentence and notwithstanding anything that may be expressed or implied in this Agreement or in any other Transaction Document, except in the case of fraud, each party hereto or thereto, by its acceptance of the benefits of this Agreement or other Transaction Document, covenants, agrees and acknowledges that no Persons other than the parties named herein or therein shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or in respect of any oral representations made or alleged to be made in connection herewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former,

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current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager, member or lenders, of any of the foregoing, but in each case not including the Parties (each, a “Nonparty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Nonparty Affiliates, by the enforcement of any assessment or by any Action, or by virtue of any applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Nonparty Affiliate, as such, for any obligations of the applicable party under this Agreement, the Transaction Documents or the Transactions, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 9.22.

ARTICLE X

DEFINITIONS

10.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 10.1:

“Action” means any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“Affiliate” means, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that solely for purposes of the Transaction Documents, none of Nextracker or any Subsidiary of Nextracker will be considered an Affiliate of Flex or any Subsidiary of Flex, and none of Flex or any Subsidiary of Flex will be considered an Affiliate of Nextracker or any Subsidiary of Nextracker.

“Business Day” means any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York are required, or authorized by Law, to remain closed.

“Consents” means any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.

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“Contract” means any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment, or undertaking of any nature (whether written or oral and whether express or implied).

“Distribution Closing” means the closing of the Distribution.

“Distribution Closing Date” means the date of the Distribution Closing.

“Distribution Record Date” means the record date for the Distribution Closing.

“Exchange Act” means the United States Securities Exchange Act of 1934, together with the rules and regulations promulgated thereunder.

“Exchange Agreement” means the Exchange Agreement to be entered into among Nextracker, Nextracker OpCo, TPG (or an Affiliate thereof), Newco and Newco Sub in connection with the IPO, if effected, as in effect as of immediately prior to the Effective Time.

“Excluded Shares” means any Flex Ordinary Shares held by Flex as treasury shares or any direct or indirect wholly owned Subsidiary of Flex on the Distribution Record Date and not held on behalf of third parties.

“Flex Parties” means Flex, and, prior to the Closing, Newco.

“Governing Documents” means, with respect to any entity, such entity’s articles or certificate of incorporation, constitution, bylaws, memorandum and articles of association, limited liability company agreement or partnership agreement, as applicable, and any other organizational documents of such entity.

“Governmental Entity” means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Law” means applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

“Lien” means any and all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same), except for such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” applicable Laws of the various States of the United States or similar applicable Law of other applicable jurisdictions or under this Agreement.

“Nextracker Parties” means Nextracker, Merger Sub and, after the Closing, Newco.

“Person” means any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

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“SEC” means the United States Securities and Exchange Commission, or any successor agency of the federal government.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

“Subsidiary” means with respect to any Person (i) a corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person; and (ii) any other Person in which such Person, directly or indirectly, owns 50% or more of the equity or economic interest thereof or has the power to elect or direct the election of 50% or more of the members of the governing body of such entity. It is expressly agreed that solely for purposes of the Transaction Documents, none of Nextracker or any Subsidiary of Nextracker will be considered a Subsidiary of Flex or any Subsidiary of Flex.

“Tax” or “Taxes” shall have the meaning ascribed to it in the Separation Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement substantially in the form attached hereto as Exhibit C.

“Transaction Documents” means this Agreement and the Tax Matters Agreement.

10.2 Terms Defined Elsewhere. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term	Section
Agent	Section 1.2(b)
Aggregate Merger Consideration	Section 4.1(a)
Agreement	Preamble
Book Entry Newco Share	Section 1.2(a)
Book Entry Nextracker Class A Shares	Section 4.2(a)
Bylaws	Section 3.2
Certificate of Merger	Section 2.3
Charter	Section 3.1
Closing	Section 2.1
Closing Date	Section 2.1
Code DGCL	Recitals Section 2.2
Dispute	Section 9.15
Dispute Notice	Section 9.15
Distribution	Section 1.2(a)
Effective Time	Section 2.3
Exchange Fund	Section 4.2(a)
Exchange Ratio	Section 4.1(a)
FIUI	Recitals
Flex	Preamble
Flex Ordinary Shares	Recitals
Flex Shareholder Approval	Section 5.1(b)(i)
Flex Shareholders Meeting	Section 6.9
Form 10 Registration Statement	Section 6.8(d)
IPO	Recitals

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Issuance	Recitals
Material Adverse Effect	Section 5.1(a)
Merger	Recitals
Merger Election Right	Recitals
Merger Notice	Section 1.1
Merger Notice Closing Date Merger Sub	Section 1.1 Preamble
Merger Sub Board	Recitals
Merger Sub Shares	Section 4.1(c)
Merger Sub Stockholder Consent	Section 6.3
NASDAQ	Section 5.1(f)
Newco	Preamble
Newco Board	Recitals
Newco Record Holders Newco Shares	Section 4.2(a) Recitals
Newco Stockholder Consent	Section 6.1
Newco Sub	Recitals
Nextracker	Preamble
Nextracker Board	Recitals
Nextracker Class A Shares	Recitals
Nextracker Class B Shares	Recitals
Nextracker OpCo	Recitals
Nextracker OpCo Units	Recitals
Nextracker Stockholder Consent	Section 6.2
Nonparty Affiliates Party, Parties	Section 9.22 Preamble
Per Share Merger Consideration	Section 4.1(a)
Proxy/Prospectus	Section 6.8(a)
Remedies Exception	Section 5.1(d)
S-4 Registration Statement	Section 6.8(a)
Separation Agreement	Recitals
Surviving Corporation	Section 2.2
Takeover Statute	Section 5.1(h)
TPG	Recitals
Transactions	Recitals
Treasury Regulations	Recitals

10.3 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Flex” shall also be deemed to refer to the applicable Subsidiary of Flex,

29

references to “Nextracker” shall also be deemed to refer to the applicable Subsidiary of Nextracker and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Flex or Nextracker shall be deemed to require Flex or Nextracker, as the case may be, to cause the applicable Subsidiary of Flex or Nextracker, respectively, to take, or refrain from taking, any such action. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, whenever a Party’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by such Party in its sole and absolute discretion, and whenever any action hereunder is at a Party’s discretion, such action shall be at such Party’s sole and absolute discretion.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

FLEX LTD.
By:
	Name:
	Title:
YUMA, INC.
By:
	Name:
	Title:
NEXTRACKER INC.
By:
	Name:
	Title:
YUMA ACQUISITION CORP.
By:
	Name:
	Title:

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

Form of Certificate of Merger

EXHIBIT B

Form of Certificate of Incorporation of the Surviving Corporation

EXHIBIT C

Form of Tax Matters Agreement

TAX MATTERS AGREEMENT

by and among

FLEX LTD.,

YUMA, INC.

and

NEXTRACKER INC.

Dated as of [•]

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1 General 1

ARTICLE II

PAYMENTS AND TAX REFUNDS

Section 2.1	Tax Relating to Joint Returns	8
Section 2.2	Tax Relating to Separate Returns	9
Section 2.3	Certain Transaction Taxes	9
Section 2.4	Allocation of Employment Taxes	9
Section 2.5	Tax Refunds	9
Section 2.6	Prior Agreements	9

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1	Flex’s Responsibility	9
Section 3.2	NewCo’s Responsibility	10
Section 3.3	Right To Review Tax Returns	10
Section 3.4	Cooperation	10
Section 3.5	Tax Reporting Practices	11
Section 3.6	Reporting of the Distributions and the Merger	11
Section 3.7	Section 336(e) Election	11
Section 3.8	Payment of Taxes	12
Section 3.9	Amended Returns and Carrybacks	12
Section 3.10	Tax Attributes	13

ARTICLE IV

TAX-FREE STATUS OF THE DISTRIBUTIONS AND THE MERGER

Section 4.1	IRS Ruling or Opinion	13
Section 4.2	Representations and Warranties	13
Section 4.3	Restrictions Relating to the Tax-Free Status of the Distributions and the Merger	14

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ARTICLE V

INDEMNITY OBLIGATIONS

Section 5.1	Indemnity Obligations	16
Section 5.2	Indemnification Payments	17
Section 5.3	Payment Mechanics	17
Section 5.4	Treatment of Payments	18
ARTICLE VI TAX CONTESTS
Section 6.1	Notice	18
Section 6.2	Separate Returns	18
Section 6.3	Joint Return	18
Section 6.4	Obligation of Continued Notice	18
Section 6.5	Settlement Rights	19
ARTICLE VII COOPERATION; CONSISTENCY
Section 7.1	Cooperation	19
Section 7.2	Consistent Treatment	19
ARTICLE VIII RETENTION OF RECORDS; ACCESS
Section 8.1	Retention of Records	20
Section 8.2	Access to Tax Records	20
ARTICLE IX MISCELLANEOUS
Section 9.1	Notices	20
Section 9.2	Counterparts	21
Section 9.3	Entire Agreement; No Third Party Beneficiaries	21
Section 9.4	Severability	22
Section 9.5	Successors; Assignment; Amendments	22
Section 9.6	Titles and Subtitles	22
Section 9.7	Reconciliation	22
Section 9.8	Governing Law; Consent to Jurisdiction	223
Section 9.9	Waivers	23
Section 9.10	Specific Enforcement	23

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [•] by and among Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 19002645H acting through its Bermuda branch, having a principal place of business from which it conducts operations in accordance with its permit located at 16 Par-la-Ville Road, Hamilton HM08 Bermuda (“Flex”), Nextracker Inc., a Delaware corporation (“PubCo”) and Yuma, Inc., a Delaware corporation which is an indirect wholly owned Subsidiary of Flex (“NewCo”). “Party” or “Parties” means Flex, PubCo or NewCo, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the respective meanings set forth in the Separation Agreement, dated as of February 1, 2022, between Flex, PubCo, Nextracker LLC, a Delaware limited liability company, formerly Nextracker Holdings, Inc., and, solely for the purposes of Section 3.8 thereof, Flextronics International USA, Inc., a California corporation (“FIUI”) (the “Separation Agreement”).

RECITALS

WHEREAS, the Board of Directors of Flex has determined that it is appropriate, desirable and in the best interests of Flex and its stockholders to transfer NewCo Common Stock to holders of Flex Ordinary Shares by means of a series of distributions of NewCo Common Stock (the “Distributions”) each of which qualifies as tax-free under Section 355 of the Code;

WHEREAS, following the Distributions, Flex intends to effect a merger of NewCo with a wholly owned subsidiary of PubCo, such subsidiary to be newly formed by PubCo prior to such merger, with NewCo surviving in a transaction that qualifies as tax-free under Section 368(a) of the Code (the “Merger”);

WHEREAS, certain members of the Flex Group, on the one hand, and certain members of the NewCo Group, on the other hand, file certain Tax Returns on a consolidated, combined or unitary basis for certain federal, state, local and foreign Tax purposes;

WHEREAS, the Parties desire to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes and (b) set forth certain covenants and indemnities relating to the preservation of the Tax-Free Status of the Distributions and the Merger; and

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

(1) “Adjustment” means an adjustment of any item of income, gain, loss, deduction, credit or any other item affecting Taxes of a taxpayer pursuant to a Final Determination.

(2) “Affiliate” means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

(3) “Agreement” shall have the meaning set forth in the preamble hereto.

(4) “Ancillary Agreement” shall have the meaning set forth in the Separation Agreement, and any other agreements to be entered into by any of the Parties in connection with the Distributions or the Merger.

(5) “Business Day” shall have the meaning set forth in the Separation Agreement.

(6) “Code” means the Internal Revenue Code of 1986, as amended.

(7) “Controlling Party” means, with respect to a Tax Contest, the Party (as between Flex and NewCo) entitled to control such Tax Contest pursuant to Sections 6.2 and 6.3 of this Agreement.

(8) “Disqualifying Action” means (a) any action (or the failure to take any action) by any Party or the Affiliate of any Party (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distributions involving the capital stock of such Party or Affiliate or any assets of any such Party or Affiliate or (c) any breach by any Party or Affiliate of any Party after the Distributions of any representation, warranty, or covenant made by them in this Agreement, in each case, that would adversely affect the Tax-Free Status of the Distributions or the Merger; provided, however, that the term “Disqualifying Action” shall not include (i) any action entered into pursuant to any Ancillary Agreement (other than this Agreement) or that is undertaken pursuant to the Distributions or the Merger, or (ii) any TPG Exchanges.

(9) “Distribution Date” means the first date on which all of the Distributions have been effected.

(10) “Distribution Taxes” means any Taxes incurred solely as a result of the failure of the failure of the Distributions to qualify for Tax-Free Status.

(11) “Distributions” shall have the meaning set forth in the recitals hereof.

(12) “Employee Matters Agreement” shall have the meaning set forth in the Separation Agreement.

(13) “Employment Tax” means those liabilities for Taxes which are allocable pursuant to the provisions of the Employee Matters Agreement.

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(14) “Expert” shall have the meaning set forth in Section 9.7.

(15) “Federal Income Tax” means any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(16) “Fifty-Percent or Greater Interest” shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

(17) “Final Determination” means the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.

(18) “FIUI” shall have the meaning set forth in the preamble hereto.

(19) “Flex” shall have the meaning set forth in the preamble hereto.

(20) “Flex Affiliated Group” means the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which NewCo is a member immediately prior to the Distributions.

(21) “Flex Federal Consolidated Income Tax Return” means any U.S. federal income Tax Return for the Flex Affiliated Group.

(22) “Flex Group” means Flex and its Subsidiaries, excluding any entity that is a member of the NewCo Group, as determined immediately after the Distributions.

(23) “Flex Retained Business” shall have the meaning set forth in the Separation Agreement.

(24) “Flex Separate Return” means any Tax Return of or including any member of the Flex Group (including any consolidated, combined or unitary return) that does not include any member of the NewCo Group.

(25) “Foreign Tax” means any Tax imposed by any country other than the United States or by any possession of the United States, or by any political subdivision of any such country or possession, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(26) “Group” means either the Flex Group or the NewCo Group, as the context requires.

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(27) “Indemnifying Party” shall have the meaning set forth in Section 5.2(a).

(28) “Indemnitee” shall have the meaning set forth in Section 5.2(a).

(29) “IRS” means the United States Internal Revenue Service or any successor thereto, including, but not limited to its agents, representatives, and attorneys.

(30) “IRS Ruling” means any U.S. federal income Tax ruling obtained by Flex and any supplements thereto, which may be issued by the IRS in connection with the Distributions or the Merger.

(31) “IRS Ruling Request” means any letter which may be filed by Flex with the IRS requesting a ruling regarding certain tax consequences of the Distributions, the Merger and any related transaction and any amendment or supplement to such ruling request letter.

(32) “JAMS” shall have the meaning set forth in Section 9.8.

(33) “Joint Return” means any Tax Return that actually includes, by election or otherwise, one or more members of the Flex Group together with one or more members of the NewCo Group.

(34) “Law” shall have the meaning set forth in the Separation Agreement.

(35) “Merger” shall have the meaning set forth in the recitals hereof.

(36) “Merger Date” means the date on which the Merger occurs.

(37) “NewCo” shall have the meaning set forth in the preamble hereto.

(38) “NewCo Group” means NewCo and its Subsidiaries, as determined immediately after the Distributions.

(39) “NewCo Separate Return” means any Tax Return of or including any member of the NewCo Group (including any consolidated, combined or unitary return) that does not include any member of the Flex Group.

(40) “Nextracker Business” shall have the meaning set forth in the Separation Agreement.

(41) “Non-Controlling Party” means, with respect to a Tax Contest, a Party (as between Flex and NewCo) that is not entitled to control such Tax Contest pursuant to Sections 6.2 and 6.3 of this Agreement.

(42) “Parties” shall have the meaning set forth in the preamble hereto.

(43) “Past Practices” shall have the meaning set forth in Section 3.5.

(44) “Person” shall have the meaning set forth in the Separation Agreement.

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(45) “Post-Distribution Tax Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day immediately following the Distribution Date.

(46) “Pre-Distribution Tax Period” means any taxable period (or portion thereof) ending on or before the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

(47) “Proposed Acquisition Transaction” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by NewCo or PubCo management or stockholders, is a hostile acquisition, or otherwise, as a result of which NewCo or PubCo (or any successor thereto) would merge or consolidate with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from NewCo or PubCo (or any successor thereto) and/or one or more holders of NewCo or PubCo capital stock, respectively, any amount of capital stock of NewCo or PubCo. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the Distributions, the Merger, or the TPG Exchanges, (ii) the adoption by NewCo or PubCo of a stockholder rights plan, (iii) issuances by NewCo or PubCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d), or (iv) transfers of the capital stock of NewCo or PubCo that satisfy Safe Harbor VII (relating to public trading) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of capital stock shall be treated as an indirect acquisition of shares of capital stock by the non-exchanging stockholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in this definition and its interpretation.

(48) “PubCo” shall have the meaning set forth in the preamble hereto.

(49) “Reasonable Basis” means reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

(50) “Reconciliation Dispute” shall have the meaning set forth in Section 9.7.

(51) “Refund” means any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided, however, that the amount of any refund of Taxes shall be net of any Taxes imposed by any Taxing Authority on, related to, or attributable to, the receipt of or accrual of such refund, including any Taxes imposed by way of withholding or offset.

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(52) “Responsible Party” shall have the meaning set forth in Section 3.3.

(53) “Restricted Period” means the period which begins with the Distribution Date and ends two (2) years thereafter.

(54) “Section 336(e) Election” shall have the meaning set forth in Section 3.7(a).

(55) “Separate Return” means a Flex Separate Return or a NewCo Separate Return, as the case may be.

(56) “Separation Agreement” shall have the meaning set forth in the preamble hereto.

(57) “State Tax” means any Tax imposed by any State of the United States or by any political subdivision of any such State, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

(58) “Straddle Period” means any taxable year or other taxable period that begins on or before the Distribution Date and ends after the Distribution Date.

(59) “Subsidiary” means with respect to any Person (a) a corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person; and (b) any other Person in which such Person, directly or indirectly, owns 50% or more of the equity or economic interest thereof or has the power to elect or direct the election of 50% or more of the members of the governing body of such entity.

(60) “Supplemental Ruling” means any U.S. federal income Tax ruling which may be issued by the IRS to the effect that a transaction will not affect the Tax-Free Status of the Distributions or the Merger.

(61) “Tax” or “Taxes” means (a) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind in the nature of a tax imposed by any federal, state, local or non-United States Taxing Authority, including income, gross receipts, employment, estimated, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, (b) liability for the payment of any amount of the type described in clause (a) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (c) liability for the payment of any amount of the type described in clauses (a) or (b) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

(62) “Tax Attribute” means net operating losses, capital losses, research and experimentation credit carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, overall domestic losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

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(63) “Tax Certificates” means any certificates of officers of Flex, NewCo or PubCo, provided to any Law or accounting firm in connection with any Tax Opinion issued in connection with the Distributions or the Merger.

(64) “Tax Contest” shall have the meaning set forth in Section 6.1.

(65) “Tax-Free Status” means the qualification of (a) each of the Distributions as a distribution described in Section 355 of the Code, and (b) the Merger as a reorganization described in Section 368(a) of the Code, as the case may be, such that each Party and the holders of equity interests in Flex or NewCo, respectively, will recognize no income or gain for U.S. federal income tax purposes, other than, as applicable, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

(66) “Tax-Free Status Failure” means a failure of any of the Distributions or the Merger, as the case may be, with respect to its Tax-Free Status.

(67) “Tax Item” means any item of income, gain, loss, deduction, or credit.

(68) “Tax Materials” shall have the meaning set forth in Section 4.2(a).

(69) “Tax Opinion” means any written opinion of any Law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Distributions and the Merger, as contemplated by Section 4.1.

(70) “Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Law.

(71) “Tax Receivable Agreement” means that certain tax receivable agreement, dated as of [•], by and among PubCo and each other party thereto, together with any joinder thereto from time to time by any successor or assign to any party to such agreement, as it may be amended from time to time in accordance with its terms.

(72) “Tax Records” shall have the meaning set forth in Section 8.1.

(73) “Tax-Related Losses” means (a) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (b) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Flex, NewCo or PubCo (or any of their respective Affiliates) in respect of the liability of stockholders, whether paid to stockholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Distributions or the Merger to qualify for Tax-Free Status.

(74) “Tax Return” means any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied to or filed with, or required to be supplied to or filed with, a Taxing Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Taxing Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax.

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(75) “Taxing Authority” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

(76) “TPG Exchanges” means the exchanges or other transactions pursuant to the “Reorganization” or the “Exchange Agreement” where the “TPG Parties” (or assignees thereof) receive “Class A Shares” or cash, and for purposes of Section 4.3(d)(iii) treating all future TPG Exchanges as having occurred in exchange for “Class A Shares” (as opposed to cash) (in each case, as such terms are defined in the Tax Receivable Agreement).

(77) “Transaction Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed with respect to the Distributions and the Merger.

(78) “Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

(79) “Unqualified Tax Opinion” means a “will” opinion, without substantive qualifications, of a nationally recognized Law or accounting firm, to the effect that a transaction will not affect the Tax-Free Status of the Distributions or the Merger.

ARTICLE II

PAYMENTS AND TAX REFUNDS

Section 2.1 Tax Relating to Joint Returns.

(a) Flex shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Pre-Distribution Tax Periods.

(b) Flex shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) for all Post-Distribution Tax Periods, other than those Taxes described in Section 2.1(c).

(c) NewCo shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) which Taxes are attributable to the Nextracker Business for all Post-Distribution Tax Periods.

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Section 2.2 Tax Relating to Separate Returns.

(a) Flex shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any Flex Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(b) NewCo shall pay and be responsible for any and all Taxes due with respect to or required to be reported on any NewCo Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.3 Certain Transaction Taxes. Notwithstanding the provisions set forth in Sections 2.1 and 2.2, Flex and NewCo each shall pay and be responsible for 50% of any Transaction Taxes.

Section 2.4 Allocation of Employment Taxes. Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.

Section 2.5 Tax Refunds.

(a) Flex shall be entitled to all Refunds related to Taxes the liability for which is allocated to Flex pursuant to this Agreement. NewCo shall be entitled to all Refunds related to Taxes the liability for which is allocated to NewCo pursuant to this Agreement.

(b) NewCo shall pay to Flex any Refund received by any member of the NewCo Group, PubCo or any Subsidiary of PubCo that is allocable to Flex pursuant to this Section 2.6 no later than five Business Days after the receipt of such Refund. Flex shall pay to NewCo any Refund received by Flex or any member of the Flex Group that is allocable to NewCo pursuant to this Section 2.6 no later than five Business Days after the receipt of such Refund. For purposes of this Section 2.6, any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due.

Section 2.6 Prior Agreements. Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Flex Group and any member of the NewCo Group shall be terminated with respect to each such Group as of the Distribution Date. No member of either the Flex Group or the NewCo Group shall have any continuing rights or obligations under any such agreement.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

Section 3.1 Flex’s Responsibility. Flex shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Joint Returns and all Flex Separate Returns, including any amended Joint Returns or amended Flex Separate Returns. To determine the liability for Taxes on a Joint Return for a Straddle Period, (a) property, ad valorem or similar Taxes and exemptions, allowances or deductions that are calculated on an

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annualized basis shall be apportioned between the Pre-Distribution Tax Period and the Post-Distribution Tax Period on a daily pro-rata basis, and (b) all other Taxes shall be apportioned between the Pre-Distribution Tax Period and the Post-Distribution Tax Period on the basis of the “closing of the books” method as of the end of the day on the Distribution Date (for the avoidance of doubt, to the extent any member of the NewCo Group is included in any Joint Return for a taxable period that includes the Distribution Date, Flex shall cause to be included in such Joint Return the results of such member of the NewCo Group on the basis of the “closing of the books” method consistent with Treasury Regulations Section 1.1502-76(b)(2)(i) (or any analogous provision of applicable Law)); provided, however, that items of income, gain, loss, deduction and credit of Nextracker LLC for the taxable year which includes the Distribution Date shall be apportioned between the Pre-Distribution Tax Periods and the Post-Distribution Tax Periods in accordance with Treasury Regulations Section 1.1502-76(b)(2)(vi) (or any analogous provision of applicable Law); provided, further, that any items arising from any transactions outside the ordinary course of business that occur on the Distribution Date but after the Distributions shall be treated as occurring on the day after the Distributions under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) (or any analogous provision of applicable Law).

Section 3.2 NewCo’s Responsibility. NewCo shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the NewCo Group other than those Tax Returns which Flex is required to prepare and file under Section 3.1 including any amended Tax Returns. For the avoidance of doubt, the Tax Returns required to be prepared and filed by NewCo under this Section 3.2 shall include any NewCo Separate Returns and any amended NewCo Separate Returns.

Section 3.3 Right To Review Tax Returns. To the extent that the positions taken on any Tax Return would reasonably be expected to materially adversely affect the Tax position of a Party (as between Flex and NewCo) other than the Party that is required to prepare and file any such Tax Return pursuant to Section 3.1 or 3.2 (the “Reviewing Party”), the Party required to prepare and file such Tax Return (the “Responsible Party”) shall prepare the portions of such Tax Return that relates to the business of the Reviewing Party, shall provide a draft of such portion of such Tax Return to the Reviewing Party for their review and comment at least 30 days prior to the Due Date for such Tax Return, and shall modify such portion of such Tax Return before filing to include the Reviewing Party’s reasonable comments.

Section 3.4 Cooperation. The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII. Notwithstanding anything to the contrary in this Agreement, Flex shall not be required to disclose to PubCo or NewCo any consolidated, combined, unitary, or other similar Joint Return of which a member of the Flex Group is the common parent or any information related to such a Joint Return other than information relating solely to the NewCo Group; provided, that Flex shall provide such additional information that is reasonably required to support the determination of Taxes allocable to the NewCo Group under Section 2.1 (for the avoidance of doubt, Flex shall be permitted to redact any information that is not relevant, which determination shall be made reasonably and in good faith). If an amended Separate Return for State or Foreign Taxes for which NewCo is responsible under this Article III is required to be filed as a result of an amendment made to a Joint Return for Federal Income Tax pursuant to an audit adjustment, then the Parties shall cooperate to ensure that such amended Separate Return can be prepared and filed in a manner that preserves confidential information including through the use of third party preparers.

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Section 3.5 Tax Reporting Practices. Except as provided in Section 3.6, with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which NewCo is the Responsible Party, such Tax Return shall be prepared in a manner (a) consistent with past practices, accounting methods, elections and conventions (“Past Practices”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by NewCo; and (b) that, to the extent consistent with clause (a), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties, including by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. NewCo shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, NewCo (and any member of the NewCo Group) shall not be permitted to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all taxable periods (or portions thereof) ending on or before the Distribution Date have expired without Flex’s prior written consent.

Section 3.6 Reporting of the Distributions and the Merger. [The Parties shall (and shall cause their respective Affiliates to) report the Distributions and the Merger on each applicable Tax Return consistently with the Tax-Free Status of the Distributions and the Merger, as applicable, taking into account the jurisdiction in which such Tax Return is filed, except to the extent otherwise required by a Final Determination.]

Section 3.7 Section 336(e) Election.

(a) Flex and NewCo agree to make a protective election under Section 336(e) of the Code (“Section 336(e) Election”) with respect to the Distributions and the Parties agree to take any action that is necessary to effect such election, including any corresponding election with respect to any of its Subsidiaries, as reasonably determined by Flex and NewCo; provided, however, that if the Section 336(e) Election results in a material adverse Tax consequence to Flex or its Subsidiaries for a Pre-Distribution Tax Period (compared to the Tax consequences that would have resulted if no Section 336(e) Election was made), then the Section 336(e) Election shall only be made by the Parties as directed by Flex in its sole discretion.

(b) If (i) the Section 336(e) Election is made, (ii) there is a Tax-Free Status Failure, and (iii) the resulting Taxes (including any Taxes attributable to the Section 336(e) Election) are considered liabilities of Flex, then Flex shall be entitled to periodic payments from NewCo equal to 85% of the Tax savings arising from the step-up in Tax basis resulting from the Section 336(e) Election. The Parties shall negotiate in good faith the terms of a tax receivable agreement substantially similar to the existing Tax Receivable Agreement to govern the

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calculation and making of such payments; provided, that any such Tax savings shall be determined using a “with and without” methodology (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Section 336(e) Election as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards and after the utilization of any deductions or amortization or other attributes in respect of which PubCo or its Affiliates are required to make payments pursuant to the Tax Receivable Agreement).

Section 3.8 Payment of Taxes.

(a) With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b) In the case of any Tax Return for which a Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify such other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five Business Days prior to the date on which such payment is due and 15 Business Days after the receipt of such notice.

(c) With respect to any estimated Taxes, the Party that is or will be the Responsible Party with respect to any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes shall remit or cause to be remitted to the applicable Taxing Authority in a timely manner any estimated Taxes due. In the case of any estimated Taxes for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes that will be reported as due on any Tax Return that will reflect (or otherwise give credit for) such estimated Taxes, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such estimated Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five Business Days prior to the date on which such payment is due and 15 Business Days after the receipt of such notice.

Section 3.9 Amended Returns and Carrybacks.

(a) NewCo shall not, and shall not permit any member of the NewCo Group to, file or allow to be filed any request for an Adjustment for any taxable period (or portion thereof) ending on or before the Distribution Date (including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date) without the prior written consent of Flex.

(b) NewCo shall, and shall cause each member of the NewCo Group to, make any available elections to waive the right to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date.

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(c) NewCo shall not, and shall cause each member of the NewCo Group not to, without the prior written consent of Flex, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a Joint Return in respect of a taxable period or portion thereof ending on or before the Distribution Date.

(d) Receipt of consent by NewCo or a member of the NewCo Group from Flex pursuant to the provisions of this Section 3.9 shall not limit or modify NewCo’s continuing indemnification obligation pursuant to Section 5.1.

Section 3.10 Tax Attributes. Flex shall in good faith advise NewCo in writing of the amount, if any, of Tax Attributes, which Flex reasonably determines, in its good faith discretion, shall be allocated or apportioned to the NewCo Group under applicable Law. NewCo and all members of the NewCo Group shall prepare all Tax Returns in accordance with such written notice. If NewCo disputes Flex’s allocation or apportionment of Tax Attributes, and the Parties cannot come to an agreement on such allocation or apportionment of Tax Attributes, then the dispute reconciliation method set forth in Section 9.7 shall be applied mutatis mutandis. For the avoidance of doubt, Flex shall not be required to create or cause to be created any books and records or reports or other documents based thereon (including, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business in order to comply with this Section 3.10.

ARTICLE IV

TAX-FREE STATUS OF THE DISTRIBUTIONS AND THE MERGER

Section 4.1 IRS Ruling or Opinion. Flex may, in its sole discretion, seek an IRS Ruling and/or a Tax Opinion with respect to the Tax-Free Status of the Distributions and/or the Merger, and NewCo and PubCo shall (and shall cause their respective Subsidiaries to) reasonably cooperate in connection with any such matter; provided, however, that Flex shall reimburse NewCo and PubCo (and each of their respective Subsidiaries) for any reasonable out-of-pocket costs and expenses incurred in connection with any specific request made by Flex in writing in connection with any such matter that is outside the scope of examining the Tax Materials and making the representations contemplated by Section 4.2. The Parties hereby agree that Flex shall have sole and exclusive control over the process of obtaining any IRS Ruling and that only Flex shall apply for any IRS Ruling; provided, that Flex shall keep NewCo and PubCo reasonably informed of material actions taken by Flex in connection therewith.

Section 4.2 [Representations and Warranties.

(a) Flex, on behalf of itself and all other members of the Flex Group, to the extent applicable, hereby represents and warrants that (i) it has examined or will examine any IRS Ruling, IRS Ruling Request, Tax Opinion, Tax Certificate and any other materials delivered or deliverable in connection with the issuance of any IRS Ruling or the rendering of any Tax Opinion (collectively, the “Tax Materials”) and (ii) any facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to Flex or any member of the Flex Group or the Flex Retained Business, were or will be, at the time presented or represented and from such time until and including the Merger Date, true, correct, and complete in all material respects. Flex, on behalf of itself and all other members of the Flex Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to Flex or any member of the Flex Group or the Flex Retained Business.

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(b) NewCo, on behalf of itself and all other members of the NewCo Group, to the extent applicable, hereby represents and warrants that (i) it has examined or will examine any Tax Materials and (ii) any facts presented and representations that have been or will be made therein, to the extent descriptive of or otherwise relating to NewCo or any other member of the NewCo Group or the Nextracker Business, were or will be, at the time presented or represented and from such time until and including the Merger Date, true, correct, and complete in all material respects; provided, however, that NewCo shall not be considered in breach of this Section 4.2(b) to the extent it notifies Flex in writing prior to the finalization of any Tax Materials that it disagrees with any such facts or representations included therein and provides an explanation reasonably acceptable to Flex for such disagreement; provided, further, that Flex has provided any such Tax Materials to NewCo reasonably in advance of such finalization for review. NewCo, on behalf of itself and all other members of the NewCo Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to NewCo or any other member of the NewCo Group or the Nextracker Business.

(c) PubCo, on behalf of itself and its Subsidiaries, to the extent applicable, shall furnish any customary Tax Certificates reasonably requested in connection with an IRS Ruling and/or a Tax Opinion. PubCo hereby represents and warrants that any facts presented and representations that will be made therein, to the extent descriptive of or otherwise relating to PubCo or any of its Subsidiaries, were or will be, at the time presented or represented and from such time until and including the Merger Date, true, correct, and complete in all material respects; provided, however, that PubCo shall not be considered in breach of this Section 4.2(c) to the extent it notifies Flex in writing prior to the finalization of any Tax Materials that it disagrees with any such facts or representations included therein and provides an explanation reasonably acceptable to Flex for such disagreement; provided, further, that Flex has provided any such Tax Materials to PubCo reasonably in advance of such finalization for review.

(d) Each of Flex, on behalf of itself and all other members of the Flex Group, NewCo, on behalf of itself and all other members of the NewCo Group, and PubCo, on behalf of itself and all of its Subsidiaries, represents and warrants that it knows of no fact (after due inquiry) that may cause the Tax treatment of the Distributions or the Merger to be other than the Tax-Free Status of the Distributions and the Merger, respectively.]

Section 4.3 Restrictions Relating to the Tax-Free Status of the Distributions and the Merger.

(a) NewCo, on behalf of itself and all other members of the NewCo Group, hereby covenants and agrees that no member of the NewCo Group will take, fail to take, or permit to be taken: (i) any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in the Tax Materials or (ii) any action which constitutes a Disqualifying Action.

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(b) PubCo, on behalf of itself and its Subsidiaries, hereby covenants and agrees that neither PubCo nor any of its Subsidiaries will take, fail to take, or permit to be taken any action which constitutes a Disqualifying Action.

(c) Flex, on behalf of itself and its Subsidiaries, hereby covenants and agrees that neither Flex nor any of its Subsidiaries will take, fail to take, or permit to be taken any action which constitutes a Disqualifying Action.

(d) For the avoidance of doubt, and in no way limiting the restrictions imposed by Sections 4.3(a) and (b), during the Restricted Period, except pursuant to the Merger, the Distributions, or any TPG Exchanges, NewCo and PubCo, as applicable:

(i) shall continue and cause to be continued the active conduct of the Nextracker Business for purposes of Section 355(b)(2) of the Code, taking into account Section 355(b)(3) of the Code, as conducted immediately prior to the Distributions,

(ii) shall not voluntarily dissolve or liquidate itself or any of its Affiliates (including any action that is a liquidation for U.S. federal income tax purposes),

(iii) shall not (1) enter into any Proposed Acquisition Transaction or, to the extent it has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur, (2) redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its capital stock (including through the conversion of any capital stock into another class of capital stock), (4) merge or consolidate with any other Person (5) facilitate or otherwise participate in any acquisition of stock in PubCo that would result in any shareholder owning directly or indirectly 5% or more of the outstanding stock of PubCo (by voting power or value) or (6) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Tax Certificates) which in the aggregate would be reasonably likely to, when combined with any other direct or indirect changes in ownership of its capital stock pertinent for purposes of Section 355(e) of the Code (including the Merger, the Distributions and the TPG Exchanges, assuming for this purpose that all potential TPG Exchanges have occurred regardless of whether they have actually occurred), have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in its capital stock or would reasonably be expected to result in a failure to preserve the Tax-Free Status of the Distributions or the Merger; and

(iv) shall not and shall not permit NewCo or its Subsidiaries to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for federal income tax purposes as a sale, transfer or disposition) of assets (including, any shares of capital stock of a Subsidiary) that, in the aggregate, constitute more than 20% of the consolidated gross assets of itself or its Subsidiaries. The foregoing sentence shall not apply to (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) any

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cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (3) any assets transferred to a Person that is disregarded as an entity separate from the transferor for federal income tax purposes or (4) any mandatory or optional repayment (or pre-payment) of any indebtedness of itself or its Subsidiaries. The percentages of gross assets or consolidated gross assets of itself or its Subsidiaries, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of itself and its Subsidiaries as of the Distribution Date. For purposes of this Section 4.3(d)(iv), a merger of NewCo or one of its Subsidiaries with and into any Person that is not a wholly owned Subsidiary of NewCo (except for the Merger) shall constitute a disposition of all of the assets of NewCo or such Subsidiary.

(e) Notwithstanding the restrictions imposed by Section 4.3(a), (b), (c) and (d), any Party or an Affiliate of any Party may take any of the actions or transactions described therein if such Party or Affiliate obtains (i) an Unqualified Tax Opinion in form and substance reasonably satisfactory to Flex, (ii) a Supplemental Ruling in form and substance reasonably satisfactory to Flex or (iii) the prior written consent of Flex waiving the requirement that such Party or Affiliate obtain an Unqualified Tax Opinion or a Supplemental Ruling, such waiver to be provided in Flex’s sole and absolute discretion. Flex’s evaluation of an Unqualified Tax Opinion or a Supplemental Ruling may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion or ruling. Such Party or Affiliate shall bear all costs and expenses of securing any such Unqualified Tax Opinion or Supplemental Ruling and shall reimburse Flex for all reasonable out-of-pocket expenses that Flex or any of its Affiliates may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion or Supplemental Ruling. Neither the delivery of an Unqualified Tax Opinion or a Supplemental Ruling nor Flex’s waiver of the obligation to deliver an Unqualified Tax Opinion or a Supplemental Ruling shall limit or modify any indemnification obligation pursuant to Section 5.1.

ARTICLE V

INDEMNITY OBLIGATIONS

Section 5.1 Indemnity Obligations.

(a) Flex shall indemnify and hold harmless NewCo and PubCo from and against, and will reimburse NewCo and PubCo for, (i) all liability for Taxes allocated to Flex pursuant to Article II, and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the Flex Group pursuant to this Agreement, (iii) the amount of any Refund received by any member of the Flex Group that is allocated to NewCo pursuant to Section 2.6(a), and (iv) any Distribution Taxes and Tax-Related Losses that are not described in Section 5.1(b).

(b) Without regard to whether an Unqualified Tax Opinion or Supplemental Ruling may have been provided or whether any action is permitted or consented to hereunder and notwithstanding anything else to the contrary contained herein, NewCo (on behalf of itself or PubCo, as applicable) shall indemnify and hold harmless Flex from and against, and will reimburse Flex for, (i) all liability for Taxes allocated to NewCo pursuant to Article II, (ii) all Taxes and Tax-

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Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of NewCo or any other member of the NewCo Group or of PubCo or any of its Subsidiaries pursuant to this Agreement, (iii) the amount of any Refund received by any member of the NewCo Group, PubCo or any Subsidiary of PubCo that is allocated to Flex pursuant to Section 2.6(a) and (iv) any Distribution Taxes and Tax-Related Losses attributable to a NewCo or PubCo Disqualifying Action (regardless of whether the conditions set forth in Section 4.3(e) are satisfied); provided, however, that notwithstanding anything to the contrary in this Agreement, neither NewCo nor PubCo (nor any of their respective Affiliates) shall be responsible for the accuracy or completeness of any representation, warranty or covenant made by NewCo pursuant to this Agreement (or otherwise) with respect to periods prior to the effectiveness of the Merger.

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Sections 5.1(a) and 5.1(b), responsibility for such Tax or Tax-Related Loss shall be shared by Flex, on the one hand, and NewCo or PubCo, on the other hand, according to relative fault.

Section 5.2 Indemnification Payments.

(a) Except as otherwise provided in this Agreement, if any Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax, or to another Person a payment in respect of a Tax, that another Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) 15 Business Days after the receipt of notice from the other Party.

(b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than five (5) Business Days after such change or redetermination is agreed to by the Parties, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

Section 5.3 Payment Mechanics.

(a) All payments under this Agreement shall be made by Flex directly to NewCo and by NewCo directly to Flex; provided, that if the Parties mutually agree with respect to any such indemnification payment, any member of the Flex Group, on the one hand, may make such indemnification payment to any member of the NewCo Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 5.4.

(b) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Taxing Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

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Section 5.4 Treatment of Payments. The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by Law, for all U.S. federal income Tax purposes as either (i) a non-taxable contribution by FIUI to NewCo, or (ii) a distribution by NewCo to FIUI, and, with respect to any payment made among the Parties pursuant to this Agreement after the Distributions, such payment shall be treated as having been made immediately prior to the Distributions. Notwithstanding the foregoing, Flex shall notify NewCo if it reasonably determines that any payment made pursuant to this Agreement is to be treated, for any Tax purposes, as a payment made by one Party acting as an agent of one of such Party’s Subsidiaries to the other Party acting as an agent of one of such other Party’s Subsidiaries, and the Parties agree to treat any such payment accordingly.

ARTICLE VI

TAX CONTESTS

Section 6.1 Notice. Each Party (as between Flex and NewCo) shall notify the other Party in writing within 10 days after receipt by such Party or any member of its Group of a written communication from any Taxing Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding (a “Tax Contest”) concerning any Taxes for which the other Party may be liable pursuant to this Agreement, and thereafter shall promptly forward or make available to such Party copies of notices and communications relating to such Tax Contest.

Section 6.2 Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Section 6.3 Joint Return. In the case of any Tax Contest with respect to any Joint Return, Flex shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

Section 6.4 Obligation of Continued Notice. During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties (as between Flex and NewCo) shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Taxing Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Taxing Authority and contain factual information (to the extent known) describing any asserted Tax

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liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Taxing Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided, however, that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.

Section 6.5 Settlement Rights. Unless waived by the Flex or NewCo in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (a) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (b) the Controlling Party shall timely provide the Non-Controlling Party with copies of any relevant written materials relating to such potential adjustment in such Tax Contest received from any Taxing Authority; (c) the Controlling Party shall timely provide the Non-Controlling Party copies of any correspondence or filings submitted to any Taxing Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (d) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

ARTICLE VII

COOPERATION; CONSISTENCY

Section 7.1 Cooperation. Each of the Parties shall (a) furnish to the other Parties in a timely manner such information, documents and other materials in such Party’s possession or control as the other Parties may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to the other Parties and its representatives during normal business hours upon reasonable advanced notice to provide explanations of documents and materials and such other information as the other Parties or its respective representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any of the foregoing matters, and each of the Parties shall reimburse the other Parties for any reasonable third-party costs and expenses incurred pursuant to this Section 7.1 for the benefit of the reimbursing Party.

Section 7.2 Consistent Treatment. The Parties agree to report and cause to be reported for all purposes, including federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, with respect to the Tax-Free Status of the Distributions and the Merger) in a manner consistent with this Agreement unless otherwise required by Law.

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ARTICLE VIII

RETENTION OF RECORDS; ACCESS

Section 8.1 Retention of Records. For so long as the contents thereof may become material in the administration of any matter under applicable Law, but in any event until the later of (a) 60 days after the expiration of any applicable statutes of limitation (including any waivers or extensions thereof) and (b) seven (7) years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “Tax Records”) in respect of Taxes of any member of either the Flex Group or the NewCo Group or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date that the Flex Group proposes to destroy such records or documents, it shall first notify the NewCo Group in writing and the NewCo Group shall be entitled to receive such records or documents proposed to be destroyed. At any time after the Distribution Date that the NewCo Group proposes to destroy such records or documents, it shall first notify the Flex Group in writing and the Flex Group shall be entitled to receive such records or documents proposed to be destroyed. The Parties will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

Section 8.2 Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Parties and its respective Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Parties in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Parties shall bear all costs and expenses associated with such access, including any professional fees.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Notices. All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements shall be in English, shall be in writing and shall be given or made (and, except in the case of email, shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by email (which shall be deemed to have been duly given or made upon affirmative reply by email by the intended recipient that such email was received) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.1):

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To Flex:

Flextronics International USA, Inc.

c/o Flex Ltd.

2 Changi South Lane

Singapore 486123

Attention: General Counsel

E-mail: general.counsel@flex.com

With copy to: richard.riecker@flex.com

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention: Sharon R. Flanagan

E-mail: sflanagan@sidley.com

To NewCo:

Yuma, Inc.

c/o Flex Ltd.

2 Changi South Lane

Singapore 486123

Attention: General Counsel

E-mail: general.counsel@flex.com

With copy to: richard.riecker@flex.com

To PubCo:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Attention: General Counsel

E-mail: lschlesinger@nextracker.com

Section 9.2 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

Section 9.3 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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Section 9.4 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 9.5 Successors; Assignment; Amendments.

(a) The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties.

(b) This Agreement may only be amended or modified, in whole or in part, at any time and from time to time by a written instrument signed by each of the Parties. In the event that this Agreement is amended, PubCo shall provide a copy of such amendment to all other Parties.

Section 9.6 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

Section 9.7 Reconciliation. In the event that the Parties are unable to resolve a disagreement under Articles II, III, IV, or V (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to the Parties involved. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Parties involved agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with any of the Parties or other actual or potential conflict of interest. If the Parties involved are unable to agree on an Expert within 15 days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve such matter within 15 days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the applicable Party, subject to adjustment or amendment upon resolution. The Parties shall bear their own costs and expenses of such proceeding; provided, however, that if the Expert determines that one Party’s position predominantly prevailed in resolving the Reconciliation Dispute, the other Parties involved in the dispute shall reimburse the prevailing Party for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 9.7 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 9.7 shall be binding on the Parties and may be entered and enforced in any court having jurisdiction.

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Section 9.8 Governing Law; Consent to Jurisdiction. Except as provided for in the last sentence of this Section 9.8, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware. Subject to Section 9.7, any dispute arising from or relating to the subject matter of this Agreement, including but not limited to the scope and applicability of this Section 9.8 shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with at least twenty years of experience resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The seat of arbitration will be Santa Clara County, California and the language of the arbitration proceedings will be English. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the state or federal courts of the State of Delaware. This Section 9.8 shall be governed by and construed in accordance with the Federal Arbitration Act and, to the extent not inconsistent with the Federal Arbitration Act, the laws of the State of Delaware, without regard to conflict of law principles that would cause the application of the laws of another jurisdiction.

Section 9.9 Waivers. Any consent required or permitted to be given by any Party to each other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Group).

Section 9.10 Specific Enforcement. The Parties acknowledge that the remedies at Law of the other Parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any Party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

FLEX LTD.
By:
	Name:
	Title:
YUMA, INC.
By:
	Name:
	Title:
NEXTRACKER INC.
By:
	Name:
	Title:

Signature Page to Tax Matters Agreement