S-1/A

As filed with the Securities and Exchange Commission on February 1, 2023

Registration No. 333-269238

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

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	36-5047383
(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

Nextracker Inc., the registrant whose name appears on the cover of this registration statement, is a private company incorporated under the laws of the State of Delaware (“Nextracker Inc.”). Prior to this offering and the completion of the Transactions (as described in “Our organizational structure” in the prospectus included as part of this registration statement), Nextracker Inc. had no operations and all of the business operations of Nextracker Inc. were conducted through the legacy solar tracker business of Flex Ltd. (“Flex”), including Nextracker LLC (the “LLC”), which was initially formed in 2013 as a Delaware corporation under the name NEXTracker Inc. and in 2022 was converted into a Delaware limited liability company. On February 1, 2022, Flex sold Series A Preferred Units of the LLC (the “LLC Preferred Units”) representing a 16.7% limited liability company interest of the LLC to TPG Rise Flash, L.P. (“TPG”), resulting in TPG holding all of the outstanding LLC Preferred Units and subsidiaries of Flex holding all of the outstanding common units of the LLC (the “LLC Common Units” and together with the LLC Preferred Units, the “LLC Units”). Immediately prior to the consummation of the Transactions, all of the LLC Preferred Units will be automatically converted into a certain number of LLC Common Units (the “Automatic Conversion”) and TPG will purchase from Nextracker Inc. for cash consideration a number of shares of Nextracker Inc. Class B common stock equal to the number of LLC Common Units received by TPG in the Automatic Conversion. The LLC Common Units are exchangeable into shares of Nextracker Inc. Class A common stock (or cash) and upon such exchange, a corresponding number of such holder’s Class B common stock will be cancelled. Notwithstanding the foregoing, as permitted under and in accordance with the second amended and restated limited liability company agreement of Nextracker LLC in effect prior to this offering, TPG has exercised its right to have certain blocker corporations affiliated with TPG merge with a separate direct, wholly-owned subsidiary of Nextracker Inc., with the blocker corporations surviving each such merger, in a transaction intended to qualify as a tax-free transaction, with the investors in each such blocker corporation being entitled to a number of shares of Nextracker Inc. Class A common stock with a value based on the LLC Preferred Units held by such blocker corporation. As a result of the Transactions, which will be effected upon the completion of this offering, Nextracker Inc. will be (a) a holding company, with its principal asset consisting of limited liability company interests of the LLC and (b) the managing member of the LLC and will operate and control all of the business and affairs of the LLC and its subsidiaries. Except as otherwise disclosed in the prospectus included in this registration statement, the historical combined financial statements and summary and selected historical combined financial data and other financial information included in this registration statement are those of the legacy solar tracker business of Flex, including the LLC (formerly known as NEXTracker Inc.) and its subsidiaries, and do not give effect to the Transactions.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion, dated February 1, 2023

Prospectus

23,255,814 Shares

Class A common stock

This is an initial public offering of shares of Class A common stock of Nextracker Inc. We are offering 23,255,814 shares of our Class A common stock. Prior to this offering, there has been no public market for our Class A common stock. We currently expect the initial public offering price of the Class A common stock being offered to be between $20.00 and $23.00 per share. We have applied to list the Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NXT.”

We will use all of the net proceeds from this offering to purchase 23,255,814 LLC Common Units (as defined herein) from a subsidiary of Flex Ltd. (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount. We will not retain any of the net proceeds of this offering.

Following the completion of this offering, we will have two classes of authorized and outstanding common stock. Each share of our Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our stockholders generally. We are offering 23,255,814 shares of our Class A common stock, which immediately after this offering will represent in the aggregate 16.01% of our total outstanding shares of common stock (or 18.41% of our total outstanding shares of common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Immediately after this offering, Flex Ltd., our parent company, will own, indirectly through one or more subsidiaries, 90.76% of the outstanding shares of our Class B common stock, representing 65.96% of our total outstanding shares of common stock (or 63.56% of our total outstanding shares of common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and, so long as it owns a controlling interest in our common stock, it will be able to control any action requiring the general approval of our stockholders, including the election and removal of directors, any amendments to our certificate of incorporation and the approval of any merger or sale of all or substantially all of our assets. Accordingly, we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. See “Risk factors—Risks related to the Transactions and our relationship with Flex,” “Management—controlled company exemption” and “Principal stockholders.”

We will be a holding company and, upon the completion of this offering, our principal asset will consist of LLC Common Units that we acquire from a subsidiary of Flex Ltd. with the proceeds from this offering and common units issued to us in connection with the merger of certain blocker corporations, representing 26.75% of the total economic interest in the LLC (as defined herein) (or 29.17% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The remaining economic interest in the LLC will be owned by subsidiaries of Flex Ltd. and TPG Rise Flash, L.P. through their ownership of LLC Common Units.

Upon the completion of this offering, we will be the managing member of the LLC. We will operate and control all of the business and affairs of the LLC and its direct and indirect subsidiaries and will conduct our business through the LLC and its direct and indirect subsidiaries.

Certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $100 million collectively in shares of our Class A common stock in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, such purchasers could determine to purchase more, fewer or no shares in this offering or the underwriters could determine to sell more, fewer or no shares to such purchasers. The underwriters will receive the same discount on any of our shares of Class A common stock purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, as they will from any other shares of Class A common stock sold to the public in this offering.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to Nextracker Inc., before expenses	$	$

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional 3,488,372 shares of Class A common stock.

Investing in our Class A common stock involves a high degree of risk. See “Risk factors” beginning on page 33.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                    , 2023.

J.P. Morgan	BofA Securities
Citigroup	Barclays

Truist Securities	HSBC	BNP PARIBAS
Mizuho	Scotiabank	KeyBanc Capital Markets

SMBC Nikko BTIG UniCredit Roth Capital Partners Craig-Hallum

                        , 2023

Our mission is to be the world’s leading energy solutions company by enabling the most intelligent, reliable, and productive solar power. Photo credit: Flex

$1.5 Billion ANNUAL REVENUE (FY 2022) Global Leader FOR 7 CONSECUTIVE YEARS IN THE SOLAR INDUSTRY (2015-2021) Based on GW Shipped Globally ~70 GW OF TRACKER SYSTEMS SHIPPED (AS OF 9/30/2022) 15 GW DELIVERED IN FY 2022 200+ ACTIVE CUSTOMERS 30+ COUNTRIES WITH ACTIVE CUSTOMERS

Table of contents

	Page
About this prospectus		ii
Basis of Presentation		iii
Trademarks		iii
Prospectus summary		1
Risk factors		33
Special note regarding forward-looking statements		78
Market and industry data		80
Use of proceeds		81
Our organizational structure		82
Dividend policy		89
Capitalization		90
Dilution		91
Selected historical combined financial data		94
Unaudited pro forma condensed combined financial statements		100
Management’s discussion and analysis of financial condition and results of operations		107
Business		133
Management		155
Compensation discussion and analysis		164
Principal stockholders		196
Certain relationships and related party transactions		200
Description of indebtedness		223
Description of capital stock		225
Shares available for future sale		232
Material U.S. federal income tax considerations for non-U.S. holders of our Class A common stock		234
Underwriting		238
Legal matters		252
Experts		252
Where you can find additional information		252
Index to financial statements		F-1

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About this prospectus

As used in this prospectus, unless the context otherwise indicates, any reference to “Nextracker,” “our Company,” “the Company,” “us,” “we” and “our” refers, prior to the completion of the Transactions (as defined herein), including this offering, to Nextracker LLC, a Delaware limited liability company (the “LLC”) (formerly known as NEXTracker Inc.), together with its consolidated subsidiaries and with the operations that comprise the legacy solar tracker business of Flex, and after the completion of the Transactions, including this offering, refers to Nextracker Inc., a Delaware corporation and the issuer of the shares of Class A common stock offered hereby (“Nextracker Inc.”), together with its consolidated subsidiaries including the LLC and the operations that comprise the legacy solar tracker business of Flex. References in this prospectus to “Flex” or “Parent” refer to Flex Ltd., a Singapore incorporated public company limited by shares and having a registration no. 199002645H, and its consolidated subsidiaries, unless the context otherwise indicates.

Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations other than that contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States.

Unless otherwise indicated, the information presented in this prospectus:

• gives effect to the completion of the Transactions as described under the section entitled “Our organizational structure;”

• gives effect to a 1 for 2.1 reverse unit split with respect to the units issued by the LLC, which became effective on January 30, 2023;

• assumes an initial public offering price of $21.50 per share of our Class A common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus;

• when stating the percentages of shares outstanding of our total common stock exclude 11,699,670 of the 12,857,143 shares of our Class A common stock that will be reserved for issuance under the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (our “Equity Incentive Plan” or “LTIP”), which will be available for issuance upon the effectiveness of the registration statement of which this prospectus forms a part and include 1,157,473 shares of Class A common stock issuable upon vesting of restricted stock units (“RSU”) which partly vest upon the completion of this offering, and then from April 2023 to April 2024; and

• assumes the underwriters’ option to purchase additional shares of Class A common stock will not be exercised.

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Basis of presentation

Except as otherwise disclosed in this prospectus, the historical combined financial statements and summary and selected historical combined financial data and other financial information included elsewhere in this prospectus are those of the LLC (formerly known as NEXTracker Inc.), together with its consolidated subsidiaries, and includes the operations that comprise the legacy solar tracker business of Flex, and have been prepared in U.S. dollars in accordance with accounting principles generally accepted in the United States (“GAAP”), except for the presentation of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted free cash flow, each of which is a non-GAAP financial measure. This historical financial information does not give effect to the Transactions or this offering, other than pro forma earnings per share.

The unaudited pro forma financial information of Nextracker Inc. presented in this prospectus has been derived from the application of pro forma adjustments to the historical combined financial statements of the legacy solar tracker business of Flex, including the LLC (formerly known as NEXTracker Inc.) and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our organizational structure,” including the completion of this offering, as if all such transactions had occurred on April 1, 2021, which was the first day of fiscal year 2022, in the case of the unaudited pro forma condensed combined statement of operations and comprehensive income (loss) data, and as if all such transactions had occurred on September 30, 2022 in the case of the unaudited pro forma condensed combined balance sheet data. See the section entitled “Unaudited pro forma condensed combined financial statements” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Our fiscal year ends on March 31 of each year and references in this prospectus to a fiscal year means the year in which that fiscal year ends. Accordingly, references in this prospectus to “fiscal year 2020,” “fiscal year 2021” and “fiscal year 2022” refer to the fiscal year ended March 31, 2020, March 31, 2021 and March 31, 2022, respectively, and references to a “year” made in connection with our financial information or operating results are to the fiscal year ended March 31, unless otherwise stated. The second quarter for fiscal years 2023 and 2022 ended on September 30, 2022 and October 1, 2021, respectively, which respective periods were each comprised of 91 days. The third quarter for fiscal years 2023 and 2022 ended on December 31, 2022 and December 31, 2021, respectively, which respective periods were each comprised of 91 days.

Trademarks

The name and mark, Nextracker, and other trademarks, trade names and service marks of Nextracker appearing in this prospectus are the property of Nextracker. The name and mark, Flex, and other trademarks, trade names and service marks of Flex appearing in this prospectus are the property of Flex. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective holders. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

iii

Prospectus summary

This summary highlights selected information contained elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus entitled “Risk factors” and “Management’s discussion and analysis of financial condition and results of operations” and our combined financial statements and related notes included elsewhere in this prospectus. In this prospectus, we make certain forward-looking statements, including expectations relating to our future performance. These expectations reflect our management’s view of our prospects and are subject to the risks described under “Risk factors” and “Special note regarding forward-looking statements.” Our expectations of our future performance may change after the date of this prospectus and there is no guarantee that such expectations will prove to be accurate. In this prospectus, unless the context otherwise indicates, any reference to “Nextracker,” “our Company,” “the Company,” “us,” “we” and “our” refers, prior to the completion of the Transactions, including this offering, to the legacy solar tracker business of Flex, including the LLC (formerly known as NEXTracker Inc.) and its consolidated subsidiaries, and after completion of the Transactions, including this offering, to Nextracker Inc., the issuer of the shares of Class A common stock offered hereby, together with its consolidated subsidiaries, including the LLC. Unless we specifically state otherwise, the information in this prospectus assumes a 1-for-2.1 reverse unit split with respect to the units issued by the LLC, which became effective on January 30, 2023.

Our mission

Our mission is to be the world’s leading energy solutions company enabling the most intelligent, reliable and productive solar power for future generations.

Overview

We are a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Our products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. We led the solar industry based on gigawatts (“GW”) shipped globally in 2015 and both globally and in the United States from 2016 to 2021.¹

Over the past several years, the cost of solar energy has declined significantly, and today utility-scale solar is one of the lowest cost sources of wholesale energy production, driving demand for solar energy globally. In addition, demand for renewable energy continues to increase as countries, industries and firms move to reduce their carbon footprint and pursue more aggressive decarbonization targets. Electrification, including the proliferation of electric vehicles and the replacement of natural gas with electricity in buildings and residences, is expected to drive increased demand for energy production, including solar energy. We believe that both the attractive cost of solar generation and increasing demand for renewable energy will drive continued growth in the utility-scale solar market. Approximately 59.1% of installations in the United States are larger than 5 MW and most correspond to the utility-scale segment.²

The solar tracker market plays a key part in driving the global energy transition by increasing energy production and improving the levelized cost of energy (“LCOE”). The majority of utility-scale projects installed

¹  Wood Mackenzie, June 2022.

²  Wood Mackenzie, December 2022 (Global solar PV market outlook update: Q4 2022).

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today in mature markets such as the United States, Latin America and Australia use solar trackers and adoption of solar tracker technology is growing in developing solar markets such as the Middle East and Africa. According to Wood Mackenzie, the global solar tracking market is estimated to be a $71 billion cumulative opportunity from 2020 to 2030, representing approximately 682 GW of solar capacity installed over that time period.³

By optimizing and increasing energy production and reducing costs, our tracker products and software solutions offer significant return on investment (“ROI”) for utility-scale solar projects. Single axis solar trackers generate up to 25% more energy than projects that use fixed-tilt systems that do not track the sun. To achieve these benefits, the industry initially focused on linked-row tracker architecture that moves rows of solar panels together as one unit to follow the sun. We have developed the next generation of solar trackers that enable rows to move independently, providing further benefits to customers. Our intelligent independent row tracking system incorporates proprietary technology that we believe produces more energy, lowers operating costs, is easier to deploy and has greater reliability compared to linked row, other independent tracker products and fixed-tilt systems. Our tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to further optimize the performance and capabilities of our tracker products.

We have shipped approximately 70 GW of our solar tracker systems as of September 30, 2022 to projects on six continents for use in utility-scale and ground-mounted distributed generation solar applications worth more than $67 billion (based on recent global utility-scale system pricing).⁴ Our customers include engineering, procurement and construction firms (“EPCs”), as well as solar project developers and owners. We are a qualified, preferred provider to some of the largest solar EPC firms and solar project developers and owners in the world.

We have firm orders representing executed contracts, purchase orders and volume commitment agreements for projects that total approximately $2.1 billion in the aggregate as of December 31, 2022. These firm orders do not include our pipeline for projects that are currently in various stages of negotiations and contract execution. We have had firm orders totaling approximately $1.3 billion, $1.1 billion and $0.7 billion for the fiscal years ended March 31, 2022, 2021 and 2020, respectively.

We were founded in 2013 by our Chief Executive Officer, Dan Shugar, and were acquired by Flex Ltd. in 2015. Flex provides design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across five continents. Flex’s expertise in global supply chains and procurement and its strong financial backing has helped us accelerate our penetration of our end markets and run an optimized supply chain.

Our growth and success are evidenced by our operating and financial results in the six-month periods ended September 30, 2022 and October 1, 2021, and in the fiscal years 2022, 2021 and 2020:

• We generated revenue of $870.4 million in the six-month period ended September 30, 2022 compared to $680.2 million in the six-month period ended October 1, 2021. We generated revenue of $1,457.6 million, $1,195.6 million and $1,171.3 million in fiscal year 2022, 2021 and 2020, respectively.

• We generated gross profit of $114.4 million in the six-month period ended September 30, 2022 compared to $74.3 million in the six-month period ended October 1, 2021. Non-GAAP gross profit was $115.3 million for the six-month period ended September 30, 2022 compared to $78.9 million for the six-month period ended October 1, 2021. We generated gross profit of $147.0 million, $232.0 million and $212.9 million in fiscal year

³  Wood Mackenzie, December 2022 (The global solar PV tracker landscape 2022). Global total addressable market excludes China.

⁴  Wood Mackenzie, April 2022 (Global solar PV system price: country breakdowns and forecasts). The $67 billion value represents the estimated aggregate capital expenditures made on solar applications in order to build the projects; solar trackers generally represent approximately 12% of those capital expenditures. Such value is not necessarily indicative of the current market value of the projects as financial assets, which would depend on each project’s future projected cash flows.

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2022, 2021 and 2020, respectively. Non-GAAP gross profit was $152.6 million, $242.0 million and $222.5 million for fiscal year 2022, 2021 and 2020, respectively.

• We generated operating income of $69.2 million in the six-month period ended September 30, 2022 compared to $41.2 million in the six-month period ended October 1, 2021. Non-GAAP operating income was $73.6 million for the six-month period ended September 30, 2022 compared to $50.0 million for the six-month period ended October 1, 2021. We generated operating income of $65.9 million, $158.5 million and $148.9 million in fiscal year 2022, 2021 and 2020, respectively. Non-GAAP operating income was $90.4 million, $177.9 million and $168.0 million for fiscal year 2022, 2021 and 2020, respectively.

• We generated net income of $51.2 million in the six-month period ended September 30, 2022 compared to $32.6 million in the six-month period ended October 1, 2021. We generated net income of $50.9 million, $124.3 million and $118.3 million in fiscal year 2022, 2021 and 2020, respectively.

• Non-GAAP net income was $53.8 million for the six-month period ended September 30, 2022 compared to $39.0 million for the six-month period ended October 1, 2021. Non-GAAP net income was $69.9 million, $140.3 million and $134.3 million for fiscal year 2022, 2021 and 2020, respectively.

• Adjusted EBITDA was $73.8 million for the six-month period ended September 30, 2022 compared to $51.1 million for the six-month period ended October 1, 2021. Adjusted EBITDA was $92.3 million, $179.2 million and $170.7 million for fiscal year 2022, 2021 and 2020, respectively.

• Net income as a percentage of revenue was 5.9% for the six-month period ended September 30, 2022 compared to 4.8% for the six-month period ended October 1, 2021. Net income as a percentage of revenue was 3.5%, 10.4% and 10.1% for fiscal year 2022, 2021 and 2020, respectively.

• Adjusted EBITDA as a percentage of revenue was 8.5% for the six-month period ended September 30, 2022 compared to 7.5% for the six-month period ended October 1, 2021. Adjusted EBITDA as a percentage of revenue was 6.3%, 15.0% and 14.6% for fiscal year 2022, 2021 and 2020, respectively.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the section entitled “—Summary historical and pro forma condensed combined financial and other data” for definitions of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA and Adjusted EBITDA margin and reconciliations to the most directly comparable GAAP measures.

Preliminary financial results for the three and nine months ended December 31, 2022 (unaudited)

We are in the process of finalizing our financial results for the three and nine months ended December 31, 2022. The following presents certain preliminary financial results representing our estimates as of and for the three and nine months ended December 31, 2022, which are based only on currently available information and do not present all necessary information for an understanding of our financial condition as of December 31, 2022 or our results of operations for the three and nine months ended December 31, 2022. We have provided estimates for the unaudited financial data described below primarily because our financial closing procedures for the three and nine months ended December 31, 2022 are not yet complete. Our final actual reported results may vary from these preliminary estimates and may not be indicative of our final reported financial results for these periods or for the remainder of our fiscal 2023 or any other future period.

We expect to complete our financial statements for the three and nine months ended December 31, 2022 subsequent to the completion of this offering. While we are currently unaware of any items that would require

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us to make adjustments to the financial data set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary financial estimates, which are subject to risks and uncertainties, many of which are not within our control. These preliminary estimates should be read in conjunction with our audited combined financial statements and the related notes thereto, our unaudited condensed combined financial statements and the related notes thereto, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

The preliminary financial results presented below have been prepared by and are the responsibility of management. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the preliminary three- and nine-month periods ended December 31, 2022 financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the preliminary three- and nine-month periods ended December 31, 2022 financial information.

• We expect revenue of $1,383 million in the nine-month period ended December 31, 2022 compared to $1,018 million in the nine-month period ended December 31, 2021 and $513 million in the three-month period ended December 31, 2022 compared to $338 million in the three-month period ended December 31, 2021.

• We expect gross profit of $196 million in the nine-month period ended December 31, 2022 compared to $108 million in the nine-month period ended December 31, 2021 and $81 million in the three-month period ended December 31, 2022 compared to $34 million in the three-month period ended December 31, 2021. We expect Non-GAAP gross profit to be $197 million for the nine-month period ended December 31, 2022 compared to $113 million for the nine-month period ended December 31, 2021 and $82 million in the three-month period ended December 31, 2022 compared to $34 million in the three-month period ended December 31, 2021.

• We expect to generate operating income of $127 million in the nine-month period ended December 31, 2022 compared to $58 million in the nine-month period ended December 31, 2021. We expect Non-GAAP operating income of $132 million for the nine-month period ended December 31, 2022 compared to $69 million for the nine-month period ended December 31, 2021.

• We expect to generate net income of $98 million in the nine-month period ended December 31, 2022 compared to $45 million in the nine-month period ended December 31, 2021 and $46 million in the three-month period ended December 31, 2022 compared to $13 million in the three-month period ended December 31, 2021.

• We expect to generate Non-GAAP net income of $101 million for the nine-month period ended December 31, 2022 compared to $53 million for the nine-month period ended December 31, 2021 and $47 million in the three-month period ended December 31, 2022 compared to $14 million in the three-month period ended December 31, 2021.

• We expect Adjusted EBITDA of $136 million for the nine-month period ended December 31, 2022 compared to $70 million for the nine-month period ended December 31, 2021 and $62 million in the three-month period ended December 31, 2022 compared to $19 million in the three-month period ended December 31, 2021.

• We expect to generate net income as a percentage of revenue of approximately 7% for the nine-month period ended December 31, 2022 compared to 4.4% for the nine-month period ended December 31, 2021 and approximately 9% for the three-month period ended December 31, 2022 compared to 3.8% for the three-month period ended December 31, 2021.

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• We expect Adjusted EBITDA as a percentage of revenue of approximately 9.8% for the nine-month period ended December 31, 2022 compared to 6.9% for the nine-month period ended December 31, 2021 and approximately 12% for the three-month period ended December 31, 2022 compared to 5.6% for the three-month period ended December 31, 2021.

• We expect net cash provided by operating activities of approximately $72 million for the nine-month period ended December 31, 2022 compared to an outflow of $(106) million for the nine-month period ended December 31, 2021. We expect Adjusted free cash flow of approximately $69 million for the nine-month period ended December 31, 2022 compared to an outflow of $(111) million for the nine-month period ended December 31, 2021.

We expect our cash and cash equivalents as of December 31, 2022 to be $100 million. We expect net working capital (defined as current assets less cash and current liabilities) as of December 31, 2022 to be $272 million. Additionally, as of December 31, 2022, we had firm orders representing executed contracts, purchase orders and volume commitment agreements for projects that total approximately $2.1 billion in the aggregate. These firm orders do not include our pipeline for projects that are currently in various stages of negotiations and contract execution.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are non-GAAP financial measures. See the section entitled “Summary historical and pro forma condensed combined financial and other data” for definitions of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow and reconciliations to the most directly comparable GAAP measures.

Industry trends

Growing demand for solar energy production is driven by the increasing cost competitiveness of solar energy and global trends including decarbonization and electrification.

Globally, many countries, industries and firms have been aggressively pursuing decarbonization standards that pledge to increase the percentage of electricity production from renewable energy sources while decreasing use of fossil fuel and nuclear generation. This pursuit, coupled with increasing demands for electrification to help achieve greenhouse gas emissions reductions, has created a significant demand for clean energy production. Electrification refers to electricity replacing other sources for energy consumption, such as the transition to electric vehicles and electric heating.

Solar is the fastest growing segment of the renewable energy sector and has become one of the most cost-effective forms of wholesale energy generation. According to Lazard, over the past decade the cost of solar generation has fallen by 90%.⁵ Today, solar electricity is competitive with both natural gas and wind and costs significantly less than some conventional generation technologies such as coal and nuclear.

Utilities are expanding solar generation both to replace pre-existing capacity from conventional plants as they are retired and to build new capacity as overall electricity demand grows. As more coal generation plants were retired than constructed, global coal capacity began to fall for the first time ever in 2020 and has fallen in 2021 and the first half of 2022.⁶ The U.S. Energy Information Administration (“EIA”) expects retirement of coal-fired generators to increase again in 2022—12.6 GW of coal capacity is scheduled to retire in 2022, or 6% of the coal-fired generating capacity that was operating at the end of 2021.⁷ The International Energy Agency expects solar power to account for more than 70% of renewable electricity net capacity additions worldwide over the next four years.⁸

⁵  Lazard, 2021.

⁶  Electric Power Monthly, May 2022.

⁷  U.S. Energy Information Administration, January 2022.

⁸  International Energy Agency, 2022.

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In the United States, capacity is projected to grow with nearly 161.5 GW of new solar installations across all market segments from 2022 to 2026, more than double the increase over the prior five year period from 2017 to 2021.⁹ International markets are expected to grow in both more developed solar markets such as Latin America, Australia and Europe, as well as in emerging markets such as the Middle East, Africa and Southeast Asia. All such markets are experiencing growth as cost declines have made solar more attractive. Approximately 59.1% of installations in the United States are larger than 5 MW and most correspond to the utility-scale segment.¹⁰

In the 1980s, many utility scale plants in the early growth of the industry used `fixed-tilt’ mounting systems to secure PV panels. Fixed-tilt systems hold PV panels in a non-moving, fixed orientation, typically arranged in south-facing rows tilted at an appropriate elevation angle based on summer or winter energy optimization.

Fixed-tilt structures remained the predominant mounting system for ground-based projects until the commercialization of tracking systems in the early 1990s.

Today’s utility-scale solar plants have evolved from ‘fixed-tilt’ systems to generally rely on solar tracking technologies that increase electricity generation and improve economics for plant owners by enabling solar panels to rotate and follow the sun’s movement across the sky. Single axis solar trackers can increase energy yield of solar projects and generate up to 25% more energy than projects that use fixed-tilt, or stationary, panel mounting systems that do not track the sun.¹¹ The additional cumulative revenue from energy production that trackers provide typically exceeds the incremental cost of using a tracking system, improving the LCOE and providing significant ROI for solar projects.

There are several types of tracking solutions with differing geometry and operational characteristics. The majority of the market uses single axis horizontal trackers such as our solar tracker products. We believe single axis horizontal trackers offer the best optimization of performance, cost and reliability for utility-scale solar plants. Other tracking designs, such as dual axis trackers, are typically more expensive and primarily used for niche applications.

While solar trackers have existed for over 30 years, there are many limitations to competing tracker solutions that reduce ROI for utility-scale solar plants.

• Legacy architectures.    Certain tracker technologies in the market today rely on a legacy, linked-row architecture. These systems use mechanical linkages and a single large motor to simultaneously move multiple interconnected, or “linked,” rows of trackers, introducing significant single points of failure. Linked-row architectures were designed over 30 years ago primarily due to the high cost of electric motors and control systems at the time. These designs do not leverage the substantial cost reductions in motors and control systems today, and have limitations in optimizing performance, reliability and operations.

• Lack of software and sensor capabilities.    Legacy architectures were not designed to tightly couple the solar tracker with advanced software and sensors to further increase energy production levels, optimize performance for variable site and severe weather conditions, and efficiently manage a power plant’s operating costs.

• Vulnerable to damage from severe weather conditions.    Solar power plants can be damaged by severe weather conditions, including flooding, hail and extreme wind events. Other tracker architectures have exhibited significant vulnerabilities to such conditions.

• Difficult to deploy.    Other solar tracker architectures may incur substantial installation costs and significant time to deploy and operationalize due to factors such as greater structural complexity. Since many project

⁹  Wood Mackenzie, December 2022.

¹⁰  Wood Mackenzie, December 2022.

¹¹  Joule, 2020.

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sites have varying topographies, legacy architectures can create additional deployment complexities, such as significant site grading costs and longer installation and commissioning processes.

• Difficult to operate.    Legacy linked-row architectures create challenges with management of the solar array. Physically-linking tracker rows together significantly inhibits or eliminates the ability to control each row independently to increase overall power production. In addition to introducing significant single points of failure, linkages also create a physical barrier that limits vehicle access for maintenance activities, such as panel cleaning and vegetation management, thus increasing operating costs and reducing power production.

• Lack of future upgradability.    Most trackers are designed with a fixed set of features and capabilities at the time of their installation. As a result, future software and mechanical upgrades are unavailable or cost prohibitive, in large part due to limited control systems and connectivity capabilities in existing solutions.

We believe that our solution addresses these limitations and provides tremendous benefits to our customers and end users.

Our solution

We provide intelligent, integrated solar tracker and software solutions that use an innovative design approach to enable new capabilities and to expand the viability of trackers across a broader range of topographical and climate conditions.

Tracking solutions portfolio

NX Horizon is our flagship solar tracking solution. NX Horizon’s smart solar tracker system delivers what we believe to be an attractive LCOE and has been deployed more than any other tracker as of December 31, 2021. Based on our internal analysis, experience and customer feedback, we believe we generally have an LCOE advantage compared to legacy linked row trackers and, depending upon terrain, climate, location and other factors, we believe this LCOE advantage can be as high as 9%. NX Horizon’s system mounts a single line of panels along a tracker row. NX Horizon’s reliable self-powered motor and control system, balanced mechanical design and independent-row architecture provide project design flexibility while lowering operations and maintenance costs. With its self-aligning module rails and vibration-proof fasteners, NX Horizon can be easily and rapidly installed. The self-powered, decentralized architecture allows each row to be commissioned in advance of site power and is designed to withstand high winds and other adverse weather conditions. NX Horizon combines several key features that improve performance, reliability and operability compared to competing designs.

NX Gemini is our two-in-portrait (“2P”) format tracker which holds two rows of solar panels along the central support beam. Ideally suited for sites with challenging soils, high winds and irregular boundaries, NX Gemini features a distributed drive system for robust stability in extreme weather, eliminating the need for dampers and minimizing energy required to stow panels in a safe position during inclement weather.

In March 2022, we launched NX Horizon-XTR, our terrain-following tracker designed to expand the addressable market for trackers on sites with sloped, uneven and challenging terrain. NX Horizon-XTR conforms to the natural terrain of the site, reducing or eliminating cut-and-fill earthworks and reducing foundation lengths. These benefits help accelerate construction schedules and make trackers more economically and environmentally viable on difficult sites.

• Independent rows.    Over the last decade, the substantial decrease in the cost of electric motors and control systems helped accelerate the adoption of independent row tracking systems over linked-row architectures.

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In addition to the ability to rotate each row individually, independent rows provide many benefits such as increased redundancy and therefore lower risk of single points of component failure, site layout flexibility including reduced grading requirements, ease of installation, and ease of maintenance and operations, including unrestricted vehicle access.

• Mechanically-balanced rows.    Our patented, mechanically-balancing rows have several benefits, including greater range of motion, less energy required to rotate the panels than competing products, and reduced component wear and tear. Mechanical balancing also enables greater elevation of solar panels above a central support beam (torque tube), significantly improving energy production in bifacial applications by allowing more reflected light to reach the back side of the panel. Bifacial panels capture sunlight on both their front and back sides and are increasingly adopted in utility-scale projects.

• Self-powered.    Our tracker design includes the placement of a small solar panel on each row that powers the trackers, eliminating the need for more expensive AC power. In addition, our self-powered controller also enables advanced software capabilities by collecting and distributing real-time sensor data.

• Terrain following capability.    Unlike typical designs that constrain tracker rows to a plane, Nextracker’s NX Horizon-XTR tracker variant conforms to a site’s natural terrain undulations. This design eliminates or reduces the cost and impact of cut-and-fill earthworks, reduces foundation material, eases permitting and accelerates project construction schedules. NX Horizon-XTR’s ability to significantly reduce earthwork allows many otherwise infeasible sites to become economically viable for solar trackers. Less earthwork lowers upfront costs and improves scheduling while mitigating environmental impacts to topsoil, native vegetation, and natural drainage features.

• Embedded sensors and connectivity.    Our embedded sensors and wireless mesh network with real-time connectivity enable visibility and system monitoring of critical components and remote maintenance, upgrades, and future software enhancements if separately purchased by the customer.

• Operations and maintenance efficiency.    Our highly engineered fasteners replace standard nuts and bolts. Our fasteners increase long-term reliability and eliminate the need for periodic inspection and maintenance required by systems held together with nuts and bolts.

• Sealed, elevated drive system.    All our trackers have sealed gears, motors and controllers, which are typically elevated three or more feet above the ground, protecting the system against dust, flooding and ground accumulations of snow and ice.

Software solutions portfolio

We offer a number of software solutions to optimize the performance and capabilities of our tracking solutions. Our software is licensed on a separate basis and integrated with our tracker products, leveraging the embedded sensors, communication and control capabilities in these solutions. When we develop new software features, we can provide these capabilities to both our customers’ existing installed fleet as well as new projects. Through software innovation, we have been able to improve energy yields and operability over time, providing differentiated benefits to our customers.

TrueCapture is our flagship software offering, which as of September 30, 2022 has been installed on approximately 186 projects and is under contract for approximately 38 additional projects. As of December 31, 2022, TrueCapture has been installed on approximately 192 projects, an increase of 181 installed projects from 11 installed projects as of March 31, 2019, and is under contract for approximately 52 additional projects as of

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December 31, 2022. TrueCapture is an intelligent, self-adjusting tracker control system that uses machine learning to increase typical solar power plant energy yield between 1-2.2% for the majority of projects. While linked row tracking systems angle all rows in an identical direction facing the sun, TrueCapture boosts solar power plant production by continuously optimizing the position of each individual tracker row in response to site features such as varying topography and changing weather conditions.

NX Navigator^TM, which is typically bundled for no additional fee with TrueCapture, enables solar power plant owners and operators to monitor, control and protect their solar projects. An intuitive dashboard helps plant managers to precisely visualize real-time operational data at the site, subfield and individual tracker level. In addition, NX Navigator’s risk mitigation features include Hurricane/Typhoon Stow and Hail Stow modes, both of which quickly command solar panels to rotate to safe positions in response to inclement weather that might otherwise cause significant damage to solar panels.

Benefits of our solution

We approach tracking with a holistic and forward-thinking view toward increasing solar power plant energy production levels and decreasing operating and maintenance costs. Our trackers provide high levels of performance and operability and improve over time through our separately licensed software solutions. We see trackers as not only a physical mounting and rotating platform for solar panels, but also as a nexus of intelligent control and optimization for the entire solar plant. Our innovative approach provides the following significant competitive advantages:

• Next-generation architecture.    Our self-balancing, independent-row architecture provides many performance and cost advantages, including improved reliability, easier access for maintenance vehicles, a wide rotational range and the ability to optimize the tracker angle on a row-by-row basis for increased energy production. Unlike some linked-row designs, our key drive components are located well above ground to reduce risk from flooding and ground accumulations of snow and ice.

• Advanced software and sensor capabilities.    We optimize performance and operability through hardware and software integration, validated by rigorous testing and field-based measurement and verification. Our software solutions interface with our network of data-mining sensors dispersed throughout the solar plant and enable operators to optimize performance.

• Ease of deployment.    Our solutions are designed to enhance system configuration and planning for customers, reduce costs associated with grading, earthworks, anchoring, deployment and other installation, and reduce time to deploy and operationalize.

• Ease of operation.    Our architecture, sensors and software are designed to reduce operating costs, optimize uptime and mitigate risks such as potential damage from severe weather. Independent-row architecture reduces the cost of cleaning, vegetation management and inspection operations by providing significantly easier vehicle movement along rows. Embedded sensors provide terabytes of data that deliver individual row level insights to drive operational benefits for our customers.

• Future upgradability.    We take an innovative approach to ‘future proofing’ the optimization of our trackers over time, enabling the release of improved features and capabilities to both legacy and new solar projects via future software enhancements to our separately sold software solutions.

• Severe weather protection.    Our systems combine multiple approaches to reduce risk of damage while maintaining as much energy production as feasible in severe weather conditions, including a feature that automatically puts the panels into stow position shortly after a loss of utility power. Our trackers use wind

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stowing methods and dampening based on research on dynamic wind force mitigation, increasing protection against high winds while seeking to minimize energy production impacts. Our software also provides rapid stowing modes to reduce risk of damage from hail.

• Superior production for bifacial solar panels.    Our tracker platforms are designed to optimize production from bifacial solar panels. Bifacial panels capture sunlight on both their front and back sides and are increasingly adopted in utility-scale projects. Our architecture is designed to mitigate obstructions that can block reflected light from reaching the back side of the panels.

Our key strengths

• Global Leader in the Solar Tracking Industry.    We are the global leader in the solar tracking industry based on GW shipped and have been for the last seven consecutive years from 2015 to 2021.¹²

• Culture and Track Record of Innovation.    We pioneered what we believe to be today’s leading generation of tracker solutions, including many “industry first” innovations, such as self-powering and self-grounding capabilities, and associated software offerings.

• Proven Solutions with a Long Track Record of Performance and Reliability.    We have an established track record of delivering what we believe to be the highest performing trackers for solar energy projects in markets around the world.

• Strategic, Value-driven Relationships Throughout the Customer Value Chain.    We have developed long-term, entrenched strategic relationships throughout the value chain with leading developers, EPCs, owners and operators of solar projects.

• Differentiated, Robust Intellectual Property Portfolio.    We have a large portfolio of intellectual property protecting both our hardware and software products, including 70 issued U.S. patents, 100 granted non-U.S. patents and 197 U.S. and non-U.S. patent applications pending, including provisional patent applications pending in the U.S. and pending Patent Cooperation Treaty applications as of September 30, 2022.

• Visionary, Founder-Led Management Team.    Our founders and management team pioneered tracking technology and key members of our management team have an average of 20 years of experience in the solar industry.

Our growth strategies

We intend to drive the growth of our business primarily through the following strategies:

• Maintain clear leadership position in sophisticated and growing U.S. market.

• Expand in rapidly growing and maturing international markets.

• Leverage our cutting-edge technological expertise to expand the existing addressable market.

• Expand our product offerings and capitalize on our large installed base.

• Pursue selective and accretive acquisitions to complement our existing platform.

Our market opportunity

Trackers are the fastest-growing utility-scale mounting system across the world, with the percentage of ground-mounted solar installations (in GW) utilizing trackers growing from 23% in 2015 to a projected 49% in 2022 globally

¹²  Wood Mackenzie, June 2022.

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(and was over 80% in 2022 in mature markets such as the United States and Australia), according to Wood Mackenzie.¹³ In addition, the most recent tracker-specific forecasts from Wood Mackenzie estimate a $4.6 billion market for trackers in 2022, the third consecutive year in which the annual market value of trackers would exceed that of fixed-tilt systems for the ground-mounted market.¹⁴ We believe that the global demand for trackers is growing faster than the overall demand for mounting systems because solar energy projects that use trackers generate significantly more ROI than projects that do not. According to Wood Mackenzie, the global tracker market is expected to be a $71 billion cumulative opportunity from 2020 to 2030, representing approximately 682 GW of solar installed over that time period.¹⁵

Impact of COVID-19

The COVID-19 pandemic resulted in a widespread public health crisis and numerous disease control measures being taken to limit its spread, including travel bans and restrictions, quarantines, shutdowns, vaccine mandates and social distancing measures. These events and control measures impacted our operations and the operations of our customers and our suppliers. We experienced disruptions due to illness and the effect of governmental mandates and recommendations, as well as the measures we took to mitigate the impact of COVID-19 at our offices around the world in an effort to protect the health and well-being of our employees, customers, suppliers and the communities in which we operate. Our operations were also affected by the disruptions experienced by our customers, suppliers, freight operators and trucking companies due to the COVID-19 pandemic and related events, including site closures, factory closures, labor shortages and wide-scale disruptions in the world-wide shipping infrastructure. During the height of the COVID-19 pandemic, our management team committed significant time, attention and resources to update our processes and business systems, and expand localized capacity. Although the COVID-19 pandemic appears to have abated, its long-term effects on the global economy, including ongoing transportation and logistics issues and rapid inflation, continue to affect our business. Furthermore, should the COVID-19 pandemic become more virulent, or should another pandemic arise, this could further negatively affect our operations and financial results. See the section entitled “Risk factors—Risks related to our business and our industry—We face risks related to the COVID-19 pandemic, which could have a material and adverse effect on our business, results of operations and financial condition” for additional information regarding the potential impact of COVID-19 on our business and operations.

Tax Receivable Agreement

We will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with the LLC, Yuma, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Flex (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma (“Yuma Sub”), TPG Rise Flash, L.P., an affiliate of the private equity firm TPG (“TPG”), and the following affiliates of TPG: TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”). The Tax Receivable Agreement will provide for the payment by us to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) our allocable share of existing tax basis in tangible and intangible assets resulting from exchanges or acquisitions of outstanding Series A Preferred Units of the LLC (the “LLC Preferred Units”) or common units of the LLC (the “LLC Common Units” and together with the LLC Preferred Units, the “LLC Units”), including as part of the Transactions or under the Exchange Agreement, (ii) increases in tax basis resulting from exchanges or acquisitions of LLC Units and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement), (iii) certain pre-existing tax attributes of certain blocker

^{13 Wood Mackenzie, December 2022. Global total addressable market excludes China.}

¹⁴  Ibid.

¹⁵  Ibid. Global total addressable market excludes China.

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corporations affiliated with TPG that will each merge with a separate direct, wholly-owned subsidiary of us, as part of the Transactions, and (iv) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. See the section entitled “Certain relationships and related party transactions—Tax receivable agreement.” Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings we will be deemed to realize associated with the tax benefits described above would aggregate approximately $147 million over 20 years from the date of this offering based on the initial public offering price of $21.50 per share of our Class A common stock (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and assuming all future exchanges of LLC Units occur at the time of this offering. Under such scenario we would be required to pay the owners of LLC Units approximately 85% of such amount, or $121 million, over the 20 year period from the date of this offering, and the yearly payments over that time would range between approximately $1 to $12 million per year. Such payments will reduce the cash provided to us by the tax savings described above. As a result, investors purchasing shares in this offering or in the public market following this offering will not be entitled to the economic benefit of the tax benefits subject to the Tax Receivable Agreement that would have been available if the Tax Receivable Agreement were not in effect (except to the extent of our continuing 15% interest in the tax benefits subject to the Tax Receivable Agreement). See the section entitled “Certain relationships and related party transactions—Tax receivable agreement.”

Summary risk factors

Our business and our ability to execute our strategy are subject to many risks. Before making a decision to invest in our Class A common stock, you should carefully consider all of the risks and uncertainties described in the section entitled “Risk factors” and elsewhere in this prospectus. These risks and uncertainties include, but are not limited to, the following:

• The demand for solar energy and, in turn, our products are impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.

• Competitive pressures within our industry may harm our business, revenues, growth rates and market share.

• We face competition from conventional and renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions, which could materially and adversely affect the demand for and the average selling price of our products and services.

• Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations.

• The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.

• We rely heavily on our suppliers and our operations could be disrupted if we encounter problems with our suppliers or if there are disruptions in our supply chain.

• Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price.

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• Changes in the global trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows.

• We face risks related to the COVID-19 pandemic, which could have a material and adverse effect on our business, results of operations and financial condition.

• A further increase in interest rates, or a reduction in the availability of tax equity or project debt financing, could make it difficult for project developers and owners to finance the cost of a solar energy system and could reduce the demand for our products.

• A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could harm our business and negatively impact our revenue, results of operations and cash flows.

• Defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products.

• We may experience delays, disruptions or quality control problems in our product development operations.

• Our business is subject to the risks of severe weather events, natural disasters and other catastrophic events.

• Our continued expansion into new markets could subject us to additional business, financial, regulatory and competitive risks.

• Our indebtedness could adversely affect our financial flexibility and our competitive position.

• Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that could significantly reduce demand for our products or harm our ability to compete.

• We will be required to pay Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) for certain tax benefits that we are deemed to realize arising in connection with this offering and related transactions, and the amounts we may pay could be significant.

Incorporation of Nextracker Inc.

Nextracker Inc., a Delaware corporation, was formed on December 19, 2022 and is the issuer of the Class A common stock offered by this prospectus. Prior to the completion of the Transactions, including this offering, all of our business operations have been conducted through the LLC (formerly known as NEXTracker Inc.) and its direct and indirect subsidiaries. Nextracker Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions.

The TPG investment

On February 1, 2022, Flex sold LLC Preferred Units representing a 16.67% limited liability company interest in the LLC to TPG, resulting in TPG holding all of the outstanding LLC Preferred Units and subsidiaries of Flex holding all of the outstanding LLC Common Units. Immediately prior to this offering, as a result of accrued distributions paid in kind in respect of TPG’s outstanding LLC Preferred Units, TPG owned, through one or more subsidiaries, a 17.37% limited liability company interest in the LLC. The LLC Preferred Units will be automatically converted into a certain number of LLC Common Units in connection with this offering as described below under “—The Transactions” and “Our organizational structure—The Transactions,” and TPG and the TPG Affiliates will be parties to the Tax Receivable Agreement.

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Reverse unit split

The board of managers and the members of the LLC approved an amendment to the second amended and restated limited liability company agreement of Nextracker LLC in effect prior to this offering (the “Prior LLC Agreement”) effecting a 1-for-2.1 reverse unit split of the units issued by the LLC. The reverse split was effected on January 30, 2023.

The Transactions

We will complete the following organizational and other transactions in connection with this offering:

• We will amend and restate Nextracker Inc.’s certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with each share entitling its holder to one vote on all matters presented to our stockholders generally, and provide that shares of Class B common stock may only be held by Yuma, Yuma Sub, TPG and each of their permitted transferees;

• We will issue 23,255,814 shares of our Class A common stock to the purchasers in this offering (or 26,744,186 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of $475.0 million (or approximately $546.2 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an assumed initial public offering price of $21.50 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), after the underwriting discount (approximately $8.3 million of offering expenses will be paid by Flex);

• Before this offering, we will issue 128,794,522 shares of our Class B common stock to Yuma, Yuma Sub and TPG in exchange for cash consideration, which number of shares shall be equal to the number of LLC Common Units held directly or indirectly by Yuma, Yuma Sub and TPG immediately following the Transactions and before giving effect to this offering, and, in connection with Yuma’s transfer to us of 23,255,814 LLC Common Units (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) described below, a corresponding number of shares of Class B common stock held by Yuma shall be canceled;

• We will repurchase all 100 shares of our common stock previously issued to Yuma in connection with our initial capitalization for cash consideration;

• Immediately prior to the consummation of this offering, the LLC will make a distribution in respect of the LLC Units in an aggregate amount of $175.0 million (the “Distribution”). With respect to such Distribution, $21.7 million shall be distributed to TPG and $103.3 million to Yuma and Yuma Sub in accordance with their pro rata LLC Units and $50.0 million to Flex. The Distribution will be financed, in part, with net proceeds from a $150.0 million term loan under a credit agreement entered into by the LLC which will be guaranteed by Nextracker Inc., and various lenders party thereto (the “2023 Credit Agreement”);

• In connection with this offering, the LLC Preferred Units held by TPG will be automatically converted into a certain number of LLC Common Units (the “Automatic Conversion”) which are exchangeable, together with a corresponding number of shares of Class B common stock, for shares of our Class A common stock (or cash). Notwithstanding the foregoing, as permitted under and in accordance with the Prior LLC Agreement, TPG has exercised its right to have certain blocker corporations affiliated with TPG each merge with a separate direct, wholly-owned subsidiary of Nextracker Inc., with the blocker corporations surviving each such merger, in a transaction intended to qualify as a tax-free transaction, with the investors in each such blocker corporation

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being entitled to a number of shares of Nextracker Inc. Class A common stock with a value based on the LLC Preferred Units held by such blocker corporation;

• We will use all of the net proceeds from this offering as consideration for Yuma’s transfer to us of 23,255,814 LLC Common Units (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount;

• We will be appointed as the managing member of the LLC;

• We, the LLC, Yuma, Yuma Sub and TPG will enter into an exchange agreement (the “Exchange Agreement”) under which Yuma, Yuma Sub and TPG (or certain permitted transferees thereof) will have the right, subject to the terms of the Exchange Agreement, to require the LLC to exchange LLC Common Units (together with a corresponding number of shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis, or, in the alternative, we may elect to exchange such LLC Common Units (together with a corresponding number of shares of Class B common stock) for cash equal to the product of (i) the number of LLC Common Units (together with a corresponding number of shares of Class B common stock) being exchanged, (ii) the then-applicable exchange rate under the Exchange Agreement (which will initially be one and is subject to adjustment) and (iii) the Class A common stock value (based on the market price of our Class A common stock), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions; provided further, that in the event of an exchange request by an exchanging holder, Nextracker Inc. may at its option effect a direct exchange of shares of Class A common stock for LLC Common Units and shares of Class B common stock in lieu of such exchange or make a cash payment to such exchanging holder, in each case pursuant to the same economic terms applicable to an exchange between the exchanging holder and the LLC;

• We, the LLC, Yuma, Yuma Sub, TPG and the TPG Affiliates will enter into the Tax Receivable Agreement described above under the section entitled “—Tax Receivable Agreement”; and

• We, Yuma, Yuma Sub and TPG will enter into a registration rights agreement pursuant to which we will grant such parties (and their transferees, if any) certain registration rights with respect to any of our Class A common stock owned by them (including upon exchange of LLC Common Units and shares of Class B common stock held by them). See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Registration rights agreement.”

We collectively refer to the foregoing organizational and other transactions and this offering as the “Transactions.”

Immediately following the completion of the Transactions (including this offering):

• Nextracker Inc. will be a holding company and its principal asset will be the LLC Units it purchases from Yuma;

• Nextracker Inc. will be the managing member of the LLC and will control the business and affairs of the LLC and its subsidiaries;

• Nextracker Inc. will beneficially own 38,535,004 LLC Common Units, representing approximately 26.75% of the economic interest in the business of the LLC (or 42,023,376 LLC Common Units, representing approximately 29.17% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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• The purchasers in this offering will own (i) 23,255,814 shares of Class A common stock of Nextracker Inc., representing approximately 16.01% of the total outstanding shares of Nextracker Inc.’s common stock (or 26,744,186 shares of Class A common stock, representing approximately 18.41% of the total outstanding shares of Nextracker Inc.’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through Nextracker Inc.’s ownership of LLC Units, approximately 26.75% of the economic interest in the business of the LLC (or approximately 29.17% of the economic interest in the business of the LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

• Flex (i) through Yuma and Yuma Sub, will own 95,791,805 shares of Class B common stock of Nextracker Inc., representing approximately 65.96% of the total outstanding shares of Nextracker Inc.’s common stock (or 92,303,433 shares of Class B common stock, representing approximately 63.56% of the total outstanding shares of Nextracker Inc.’s outstanding common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Yuma and Yuma Sub, will own 95,791,805 LLC Common Units, representing approximately 66.49% of the economic interest in the business of the LLC (or 92,303,433 LLC Common Units, representing approximately 64.07% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

• TPG will own (i) 15,279,190 shares of Class A common stock of Nextracker Inc., representing approximately 10.52% of the total outstanding shares of Nextracker Inc.’s common stock (or 15,279,190 shares of Class A common stock, representing approximately 10.52% of the total outstanding shares of Nextracker Inc.’s outstanding common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (ii) 9,746,903 shares of Class B common stock of Nextracker Inc., representing approximately 6.71% of the total outstanding shares of Nextracker Inc.’s common stock (or 9,746,903 shares of Class B common stock, representing approximately 6.71% of the total outstanding shares of Nextracker Inc.’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (iii) 9,746,903 LLC Common Units representing approximately 6.77% of the economic interest in the business of the LLC (or 9,746,903 LLC Common Units, representing approximately 6.77% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

As the managing member of the LLC, we will operate and control all of the business and affairs of the LLC and, through the LLC and its direct and indirect subsidiaries, conduct our business. Immediately following the Transactions, including this offering, we will control the management of the LLC as its managing member. As a result, we will consolidate the LLC and record a significant non-controlling interest in a consolidated entity in our consolidated financial statements for the economic interest in the LLC held directly or indirectly by Flex and TPG.

The separation agreement

We have entered into various agreements to provide a framework for our relationship with Flex after the Transactions, including a separation agreement, a transition services agreement and an employee matters agreement. These agreements provide for the allocation between us and Flex of Flex’s employees, liabilities and obligations attributable to periods prior to, at and after the separation. For additional information regarding the separation agreement and such other agreements, refer to the sections entitled “Risk factors—Risks related to the Transactions and our relationship with Flex” and “Certain relationships and related party transactions—Agreements with Flex.”

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Subsequent distribution or dispositions

Distribution or Other Dispositions

The separation agreement provides that Flex may, in its sole discretion, determine: (i) whether to proceed with all or part of a tax-free or other distribution or disposition of its retained beneficial interest in the LLC (as applicable, a “Distribution or Other Disposition”), whether directly or through a distribution or disposition of the stock of Yuma, which directly or indirectly holds Flex’s beneficial interest in the LLC; and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, the separation agreement provides that in the event that Flex determines to proceed with any Distribution or Other Disposition, Flex may at any time and from time to time until the completion of such Distribution or Other Disposition abandon, modify or change any or all of the terms of such Distribution or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of such Distribution or Other Disposition. The separation agreement also provides that upon Flex’s request, we and the LLC will cooperate with Flex in all respects to accomplish the Distribution or Other Disposition and will, at Flex’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including the registration under the Securities Act of the offering of our Class A common stock on an appropriate registration form or forms to be designated by Flex and the filing of any necessary documents pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Merger Agreement

In addition to our obligations with respect to any Distribution or Other Disposition, the separation agreement provides Flex with the right, exercisable at any time following this offering, to require us, following any dividend or distribution of the equity of Yuma to the holders of ordinary Flex shares, to, at Flex’s option, effect a merger of Yuma with a wholly-owned subsidiary of ours, with Yuma surviving as a wholly owned subsidiary of ours in a tax-free transaction under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). We have further agreed under the separation agreement to, at Flex’s request, at any time whether before or after this offering, fully cooperate with Flex to submit an agreement and plan of merger to effect such merger for approval by our board of directors and stockholders and the board of directors and stockholders of such subsidiary, to the extent required under Delaware law, and cause such agreement and plan of merger to be executed and delivered by our authorized officers and the authorized officers of such subsidiary, and take all other actions reasonably necessary to adopt and approve such agreement and plan of merger, to be operative when and if Flex so elects to effect such merger following this offering.

As a result, prior to this offering, we, Flex, Yuma and Yuma Acquisition Corp., our wholly-owned subsidiary (“Merger Sub”), have entered into an agreement and plan of merger (the “merger agreement”), pursuant to which, among other matters, Flex will have the right but not the obligation, to effect a merger of Yuma with Merger Sub, with Yuma surviving such merger as our wholly-owned subsidiary, in a transaction intended to qualify for tax-free treatment under Section 368(a) of the Code (the “Merger”). The Merger would, on the terms and subject to the conditions set forth in the merger agreement, be effected immediately following the distribution of all of the outstanding stock of Yuma to the holders of ordinary Flex shares as contemplated by the merger agreement (the “Merger Distribution”), with such stock of Yuma being exchanged for shares of our Class A common stock in the Merger. The number of shares of our Class A common stock that would be issued to Yuma stockholders in the Merger would equal the number of shares of Class A common stock then held directly or indirectly by Yuma and its subsidiaries (assuming for such purposes that all LLC Units and shares of Class B common stock held directly or indirectly by Yuma and its subsidiaries have been exchanged for shares of Class A common stock as of immediately prior to the Merger pursuant to and in accordance with the Exchange Agreement).

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Prior to this offering, we and each of Flex, Yuma and Merger Sub, and our stockholders and the stockholders of each of Yuma and Merger Sub, have approved the merger agreement and the transactions contemplated by the merger agreement, including the Merger. As a result, our stockholders following this offering will have no right to approve or disapprove of the Merger or the other transactions contemplated by the merger agreement or the issuance of shares of our Class A common stock to the holders of Yuma common stock in connection with the Merger. Further, our stockholders following this offering will have no right to appraisal under Section 262 of the Delaware General Corporation Law (the “DGCL”) or otherwise in connection with the Merger or the other transactions contemplated by the merger agreement.

General

Flex has no obligation (pursuant to the merger agreement or otherwise) to pursue or consummate any further distribution or disposition of its retained beneficial interest in the LLC, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, by any specified date or at all. If pursued, any such distribution or disposition would be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and, if pursued, the Merger would be subject to the conditions set forth in the merger agreement (see the section entitled “Certain relationships and related party transactions—merger agreement” for additional detail regarding the conditions to the Merger).

The conditions to any such distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, may not be satisfied. Flex may decide not to consummate any distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, even if the conditions thereto are satisfied or Flex may decide to waive one or more of these conditions and consummate such a distribution or disposition, even if all of the conditions thereto are not satisfied.

Accordingly, we have no certainty when such transactions (and the effectiveness of our related obligations under the separation agreement and the merger agreement) will occur following this offering or if they will occur at all.

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Corporate structure

The following diagram sets forth a simplified view of our corporate structure after giving effect to the completion of the Transactions, including this offering. This chart is for illustrative purposes only and does not represent all legal entities affiliated with the entities depicted.

Note: For the purposes of this diagram only, shares of Class A common stock not outstanding and subject to options, warrants or other rights that will be outstanding upon completion of the Transactions are deemed outstanding for purposes of calculating the percentage total outstanding common stock and economic interest of the various entities depicted in the diagram.

Corporate information

Our principal executive offices are located at 6200 Paseo Padre Parkway, Fremont, California 94555 and our telephone number at that address is (510) 270-2500. Our website is www.nextracker.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus.

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The offering

Class A common stock we are offering 23,255,814 shares of Class A common stock (or 26,744,186 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Total number of Class A common stock outstanding after this offering 38,535,004 shares of Class A common stock (or 42,023,376 shares if the underwriters exercise in full their option to purchase additional shares of Class A common) which consists of:

• 23,255,814 shares of Class A common stock being offered in this offering (or 26,744,186 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

• 15,279,190 shares of Class A common stock beneficially owned by TPG immediately after this offering.

The number of outstanding shares of Class A common stock outstanding after this offering excludes:

• 105,538,708 shares of our Class B common stock which are exchangeable together with an equal number of LLC Common Units for shares of Class A common stock; and

• 12,857,143 shares of our Class A common stock reserved for issuance under our Equity Incentive Plan which will be available for issuance after this offering and which include 1,157,473 shares of Class A common stock issuable upon vesting of RSUs which vest partly upon the completion of this offering, and then from April 2023 to April 2024.

Option to purchase additional shares We have granted the underwriters a 30-day option to purchase up to                  additional shares of Class A common stock at the initial public offering price less the underwriting discount.

Class B common stock to be beneficially owned by Flex immediately after this offering 95,791,805 shares of Class B common stock, representing approximately 65.96% of the total outstanding shares of all of the Company’s common stock (or 92,303,433 shares, representing approximately 63.56% of the total outstanding shares of all of the Company’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and no economic interest in the Company.

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Class A common stock to be beneficially owned by TPG immediately after this offering. 15,279,190 shares of Class A common stock, representing approximately 10.52% of the total outstanding shares of all of the Company’s common stock (or 15,279,190 shares, representing approximately 10.52% of the total outstanding shares of all of the Company’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Class B common stock to be beneficially owned by TPG immediately after this offering 9,746,903 shares of Class B common stock, representing approximately 6.71% of the total outstanding shares of all of the Company’s common stock (or 9,746,903 shares, representing approximately 6.71% of the total outstanding shares of all of the Company’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and no economic interest in the Company.

LLC Common Units to be beneficially held by us immediately after this offering 38,535,004 LLC Common Units (or 42,023,376 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 26.75% of the total economic interest in the LLC (or 29.17% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

LLC Common Units to be beneficially owned by Flex immediately after this offering 95,791,805 LLC Common Units (or 92,303,433 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 66.49% of the total economic interest in the LLC (or 64.07% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

LLC Common Units to be beneficially owned by TPG immediately after this offering 9,746,903 LLC Common Units (or 9,746,903 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately 6.77% of the total economic interest in the LLC (or 6.77% if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).

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Ratio of shares of Class A common stock to LLC Common Units Our amended and restated certificate of incorporation and the LLC Agreement (as defined below) will require that we and the LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock outstanding and the number of LLC Common Units owned by us, except as otherwise determined by us.

Ratio of shares of Class B common stock to LLC Common Units Our amended and restated certificate of incorporation and the LLC Agreement will require that we and the LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by Yuma, Yuma Sub, TPG and each of their permitted transferees and the number of LLC Common Units owned by Yuma, Yuma Sub, TPG and each of their permitted transferees, except as otherwise determined by us.

Permitted holders of shares of Class B common stock Immediately after the Transactions, Yuma and Yuma Sub will own 90.76% and TPG will own 9.24% of the outstanding shares of our Class B common stock. Only Yuma, Yuma Sub, TPG and each of their permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are exchangeable for shares of Class A common stock only together with an equal number of LLC Common Units. See the section entitled “Certain relationships and related party transactions—Nextracker LLC agreement.”

Use of proceeds We expect to receive net proceeds from this offering of approximately $475.0 million (or approximately $546.2 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based on an initial public offering price of $21.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discount. Approximately $8.3 million of offering expenses will be paid by Flex.

We will use all of the net proceeds from this offering to purchase 23,255,814 LLC Common Units from Yuma (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount. See the section entitled “Use of proceeds” for additional information.

Voting rights; controlled company Upon the completion of this offering, the holders of our Class A common stock and Class B common stock will be entitled to one vote per share. Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters requiring approval by our common stockholders unless otherwise required by law. For a description of the rights of the holders of

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our Class A common stock, see the section entitled “Description of capital stock—Class A common stock.”

Flex, as the indirect owner of 65.96% of the outstanding shares of the Company’s common stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. See the sections entitled “Principal stockholders” and “Description of capital stock.”

Additionally, upon completion of this offering we will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. See the section entitled “Management—Controlled company exemption.”

Dividend policy Immediately prior to the consummation of this Offering, the LLC will make the Distribution in respect of the LLC Units in an aggregate amount of $175.0 million. With respect to such Distribution, $21.7 million shall be distributed to TPG and $103.3 million to Yuma and Yuma Sub in accordance with their pro rata LLC Units and $50.0 million to Flex. The Distribution will be financed, in part, with net proceeds from a $150.0 million term loan under the 2023 Credit Agreement entered into by the LLC which will be guaranteed by Nextracker Inc., and various lenders party thereto. We currently do not anticipate paying any cash distributions or dividends on our Class A common stock after this offering and for the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. The payment of any dividends on our Class A common stock in the future, and the timing and amount thereof, is within the discretion of our board of directors. The board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt facilities, industry practice, legal requirements and other factors that our board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations, the ability of the LLC to make distributions to us, and on our access to the capital markets for liquidity. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. Under the LLC Agreement, the LLC generally is required from time to time to make pro rata cash distributions, or tax distributions, to the holders of LLC Units to help each of the holders of the LLC Units to pay taxes on such holder’s allocable share of taxable income of the LLC. Investors in our Class A common stock will not be entitled to receive any such distributions. Investors should not purchase our Class A common stock with the expectation of receiving cash dividends. See “Dividend policy.”

Proposed listing We have applied to list our Class A common stock on Nasdaq under the symbol “NXT.”

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Indications of Interest Certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $100 million collectively in shares of our Class A common stock in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, such purchasers could determine to purchase more, fewer or no shares in this offering or the underwriters could determine to sell more, fewer or no shares to such purchasers. The underwriters will receive the same discount on any of our shares of Class A common stock purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, as they will from any other shares of Class A common stock sold to the public in this offering.

Risk factors See the section entitled “Risk factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.

In addition, unless we specifically state otherwise, the information in this prospectus assumes a 1-for-2.1 reverse unit split with respect to the units issued by the LLC, which became effective on January 30, 2023.

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Summary historical and pro forma condensed combined financial and other data

The following summary financial data reflects the combined assets and results of operations and other operating data of the operations that comprise the legacy solar tracker business of Flex, including the LLC (formerly known as NEXTracker Inc.) and its subsidiaries. We derived the summary historical and pro forma condensed combined statement of operations and comprehensive income data for the six-month periods ended September 30, 2022 and October 1, 2021 and the years ended March 31, 2022, 2021 and 2020, and the combined balance sheet data as of September 30, 2022 and March 31, 2022 and 2021, from our historical unaudited condensed combined financial statements and our historical audited combined financial statements, which are included elsewhere in this prospectus, and from our unaudited combined pro forma financial statements included in the “Unaudited pro forma condensed combined financial statements” section of this prospectus.

Throughout the period covered by the combined financial statements included elsewhere in this prospectus, we did not operate as a separate entity and stand-alone separate historical financial statements for us have not been prepared. These combined financial statements have been derived from Flex’s historical accounting records and are presented on a carve-out basis. All sales and costs as well as assets and liabilities directly associated with our business activity are included as a component of the combined financial statements. The combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Flex’s corporate office and allocations of related assets, liabilities, and Flex’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from Flex during the periods presented. In addition, the results for the six-month period ended September 30, 2022 should not be viewed as indicative of the results that may be expected for the fiscal year ending March 31, 2023. During the fourth quarter of fiscal year 2022, we entered into a transition services agreement with Flex, whereby Flex agreed to provide or cause to be provided certain services to us, which were previously included as part of the allocations from Flex. As consideration, we agreed to pay Flex the amount specified for each service as described in the transition service agreement. See the section entitled “Certain relationships and related party transactions—Agreements with Flex.” Related-party allocations, including the method for such allocations, are discussed further in “Relationship with parent and related parties” in Note 8 of the notes to the audited combined financial statements included elsewhere in this prospectus.

The summary unaudited pro forma condensed combined financial data presented below has been prepared to reflect the Transactions. The summary unaudited pro forma condensed combined financial data has been derived from our unaudited pro forma condensed combined financial statements included elsewhere in this prospectus. The unaudited pro forma condensed combined statement of operations and comprehensive income (loss) data presented reflects the financial results as if the Transactions, including this offering, occurred on April 1, 2021, which was the first day of fiscal year 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Transactions and this offering as if they had occurred on September 30, 2022. The unaudited pro forma condensed combined financial statements consist of an unaudited pro forma condensed combined balance sheet as of September 30, 2022 and unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the six-month period ended September 30, 2022 and the year ended March 31, 2022, prepared in accordance with GAAP. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of our results of operations or financial condition had the Transactions and our anticipated post-Transaction capital structure been completed on the dates assumed. Also, they may not reflect the results of operations or financial condition that would have resulted had we been operating as a separate, publicly-traded company during such periods. In addition, they are not necessarily indicative of our future results of operations or financial position.

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The summary historical combined financial and other data of Nextracker Inc., the issuer of the Class A common stock being offered hereby, has not been presented because it is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented below.

This summary historical and pro forma condensed combined financial and other data should be reviewed in combination with the sections entitled “Unaudited pro forma condensed combined financial statements,” “Capitalization,” “Selected historical combined financial data,” “Management’s discussion and analysis of financial condition and results of operations” and the combined financial statements and accompanying notes included in this prospectus.

	Six-month periods ended							Fiscal year ended March 31,
				Unaudited historical							Historical
(In thousands, except share and per share data)	Unaudited Nextracker Inc. pro forma September 30, 2022			September 30, 2022		October 1, 2021		Unaudited Nextracker Inc. pro forma 2022			2022		2021		2020
Combined Statement of Operations and Comprehensive Income Data:
Revenue	$	870,372			$ 870,372	$	680,172	$	1,457,592		$	1,457,592	$	1,195,617	$	1,171,287
Cost of sales		755,970			755,970		605,857		1,310,561			1,310,561		963,636		958,380
Gross profit		114,402			114,402		74,315		147,031			147,031		231,981		212,907
Selling, general and administrative expenses		41,625			36,862		26,140		74,106			66,948		60,442		55,361
Research and development		8,299			8,299		6,951		14,176			14,176		13,008		8,641
Operating income		64,478			69,241		41,224		58,749			65,907		158,531		148,905
Interest and other, net		6,053			1,248		280		11,659			799		502		(24	)
Income before income taxes		58,425			67,993		40,944		47,090			65,108		158,029		148,929
Provision for income taxes		14,449			16,776		8,371		9,821			14,195		33,681		30,673
Net income and comprehensive income		43,976		$	51,217	$	32,573		37,269		$	50,913	$	124,348	$	118,256
Net income and comprehensive income attributable to non-controlling		36,878							31,253
Net income and comprehensive income attributable to Nextracker Inc.		7,098							6,016
The Distribution		—							(21,713	)
Paid-in-kind dividend for the LLC Preferred Units		(12,500	)						(4,168	)
Pro forma net loss available to common stockholders	$	(5,477	)					$	(19,865	)

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	Six-month periods ended					Fiscal year ended March 31,
				Unaudited historical					Historical
(In thousands, except share and per share data)	Unaudited Nextracker Inc. pro forma 2022			September 30, 2022	October 1, 2021	Unaudited Nextracker pro forma 2022			2022	2021	2020
Basic pro forma net loss per share	$	(0.13	)			$	(0.46	)
Diluted pro forma net loss per share	$	(0.13	)			$	(0.46	)
Weighted average number of common shares outstanding, basic		43,439,323					43,439,323
Weighted average number of common shares outstanding, diluted		43,439,323					43,439,323

	As of September 30, 2022				As of March 31,
					Historical
(In thousands)	Unaudited Nextracker Inc. pro forma		Unaudited historical		2022			2021
Combined Balance Sheet Data:
Working capital(1)	$	299,539	$	333,700	$	240,691		$	191,902
Total assets		1,400,968		1,287,758		1,017,289			880,969
Accumulated net parent investment		—		86,400		(3,035	)		456,047
Total equity (deficit)		83,705		86,400		(3,035	)		456,047

(1) Working capital is defined as current assets, less current liabilities.

	Six-month periods ended						Fiscal year ended March 31,
(In thousands)	September 30, 2022			October 1, 2021			2022			2021			2020
	(unaudited)
Combined Statements of Cash Flows Data:
Net cash provided by (used in) operating activities	$	52,461		$	(31,187	)	$	(147,113	)	$	94,273		$	240,999
Net cash used in investing activities		(1,311	)		(3,272	)		(5,750	)		(2,963	)		(1,655	)
Net cash provided by (used in) financing activities		3,989			(26,422	)		(8,656	)		96,329			(250,765	)

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	Six-month periods ended					Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022		October 1, 2021			2022			2021		2020
Other Financial Information:
Non-GAAP gross profit(1)	$	115,282	$	78,911		$	152,599		$	242,016	$	222,503
Non-GAAP operating income(1)		73,614		49,987			90,363			177,850		168,025
Non-GAAP net income(1)		53,800		38,991			69,870			140,279		134,260
Adjusted EBITDA(1)		73,764		51,072			92,279			179,164		170,663
Net income (% of revenue)		5.9%		4.8%			3.5%			10.4%		10.1%
Adjusted EBITDA (% of revenue)(1)		8.5%		7.5%			6.3%			15.0%		14.6%
Adjusted free cash flow	$	51,150	$	(34,459	)	$	(152,863	)	$	91,810	$	239,344

(1) Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow differently from us, which further limits their usefulness as comparative measures.

Because of these limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow below and not rely on any single financial measure to evaluate our business.

	Six-month periods ended				Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022		October 1, 2021		2022		2021		2020
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
GAAP gross profit	$	114,402	$	74,315	$	147,031	$	231,981	$	212,907
Stock-based compensation expense		755		679		1,526		1,953		1,643
Intangible amortization		125		3,917		4,042		8,082		7,953
Non-GAAP gross profit	$	115,282	$	78,911	$	152,599	$	242,016	$	222,503
GAAP operating income	$	69,241	$	41,224	$	65,907	$	158,531	$	148,905

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	Six-month periods ended						Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022			October 1, 2021			2022			2021			2020
	(unaudited)
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP operating income	$	73,614		$	49,987		$	90,363		$	177,850		$	168,025
GAAP net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Adjustment for taxes		(1,790	)		(2,345	)		(5,499	)		(3,388	)		(3,116	)
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP net income	$	53,800		$	38,991		$	69,870		$	140,279		$	134,260
Net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Interest, net		(165	)		34			34			20			(144	)
Provision for income taxes		16,776			8,371			14,195			33,681			30,673
Depreciation expense		1,563			1,331			2,681			1,796			2,758
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Adjusted EBITDA	$	73,764		$	51,072		$	92,279		$	179,164		$	170,663
Net income (% of revenue)		5.9%			4.8%			3.5%			10.4%			10.1%
Adjusted EBITDA (% of revenue)		8.5%			7.5%			6.3%			15.0%			14.6%
Net cash provided by (used in) operating activities	$	52,461		$	(31,187	)	$	(147,113	)	$	94,273		$	240,999
Purchase of property and equipment		(1,335	)		(3,439	)		(5,917	)		(2,463	)		(1,655	)
Proceeds from disposition of property and equipment		24			167			167			—			—
Adjusted free cash flow	$	51,150		$	(34,459	)	$	(152,863	)	$	91,810		$	239,344

(1) Represents additional charges incurred in relation to the litigation with Array Technologies, Inc (“ATI”), as further described in Note 9, “Commitments and contingencies” to the combined financial statements. The estimated net settlement and direct legal costs in the aggregate are excluded from the Company’s Non-GAAP income. Based on historical experience, we do not believe that the settlement and associated charges are normal, recurring operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of the Company’s business strategies.

Preliminary financial results for the three and nine months ended December 31, 2022 (unaudited)

We are in the process of finalizing our financial results for the three and nine months ended December 31, 2022. The following presents certain preliminary financial results representing our estimates as of and for the three and nine months ended December 31, 2022, which are based only on currently available information and do not present all necessary information for an understanding of our financial condition as of December 31, 2022 or our results of operations for the three and nine months ended December 31, 2022. We have provided estimates for the unaudited financial data described below primarily because our financial closing procedures for the three and nine months ended December 31, 2022 are not yet complete. Our final actual reported results may

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vary from these preliminary estimates and may not be indicative of our final reported financial results for these periods or for the remainder of our fiscal 2023 or any other future period.

We expect to complete our financial statements for the three and nine months ended December 31, 2022 subsequent to the completion of this offering. While we are currently unaware of any items that would require us to make adjustments to the financial data set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary financial estimates, which are subject to risks and uncertainties, many of which are not within our control. These preliminary estimates should be read in conjunction with our audited combined financial statements and the related notes thereto, our unaudited condensed combined financial statements and the related notes thereto, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

The preliminary financial results presented below have been prepared by and are the responsibility of management. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the preliminary three- and nine-month periods ended December 31, 2022 financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the preliminary three- and nine-month periods ended December 31, 2022 financial information.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those

charges. In addition, other companies in our industry may calculate Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow differently from us, which further limits their usefulness as comparative measures.

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Because of these limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow below and not rely on any single financial measure to evaluate our business.

	Nine-month periods ended						Three-month periods ended
(In millions)	December 31, 2022			December 31, 2021			December 31, 2022		December 31, 2021
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
GAAP gross profit	$	197		$	108		$	82	$	34
Stock-based compensation expense		1			1			1		—
Intangible amortization		—			4			—		—
Non-GAAP gross profit	$	198		$	113		$	83	$	34
GAAP operating income	$	128		$	58		$	58	$	17
Stock-based compensation expense		3			2			1		1
Intangible amortization		1			8			—		—
Legal		1			—			—		—
Other		—			—			—		—
Non-GAAP operating income	$	133		$	68		$	59	$	18
GAAP net income	$	94		$	45		$	42	$	13
Stock-based compensation expense		3			2			1		1
Intangible amortization		1			8			—		—
Adjustment for taxes		(2	)		(2	)		—		—
Legal		1			—			—		—
Other		—			—			—		—
Non-GAAP net income	$	97		$	53		$	43	$	14
Net income	$	94		$	45		$	42	$	13
Interest, net		—			—			—		—
Provision for income taxes		35			13			18		4
Depreciation expense		2			2			1		1
Intangible amortization		1			8			—		—
Stock-based compensation expense		3			2			1		1
Legal		1			—			—		—
Other		—			—			—		—
Adjusted EBITDA	$	136		$	70		$	62	$	19
Net income (% of revenue)		6.8%			4.4%			8.3%		3.7%
Adjusted EBITDA (% of revenue)		9.8%			6.9%			12.2%		5.6%

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	Nine-month periods ended
(In millions)	December 31, 2022			December 31, 2021
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
Net cash provided by (used in) operating activities	$	72		$	(106	)
Purchase of property and equipment		(3	)		(5	)
Proceeds from disposition of property and equipment		—			—
Adjusted free cash flow	$	69		$	(111	)

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Risk factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide to purchase shares of our Class A common stock. If any of the following risks occur, it could have a material adverse effect on our business, financial condition, results of operations or prospects. Risks that are not presently known to us or that we do not currently consider material could also have a material adverse effect on our business, financial condition, results of operations or prospects. If any of these or the following risks occur, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. See the section entitled “Special note regarding forward-looking statements.”

Risks related to our business and our industry

The demand for solar energy and, in turn, our products are impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.

Our future success depends on continued demand for utility-scale solar energy. Solar energy is a rapidly evolving and competitive market that has experienced substantial changes in recent years, and we cannot be certain that EPCs, developers and owners and operators of solar projects will remain active in the market or that new potential customers will pursue solar energy as an energy source at levels sufficient to grow our business. The demand for solar energy, and in turn, our products, may be affected by many factors outside of our control, including:

• availability, scale and scope of government subsidies, government incentives and financing sources to support the development and commercialization of solar energy solutions;

• levels of investment by project developers and owners of solar energy products, which tend to decrease when economic growth slows;

• the emergence, continuance or success of, or increased government support for, other alternative energy generation technologies and products;

• the cost and availability of raw materials and components necessary to produce solar energy, including steel and polysilicon; and

• regional, national or global macroeconomic trends, which could affect the demand for new energy resources.

If demand for solar energy fails to continue to grow, demand for our products will plateau or decrease, which would have an adverse impact on our ability to increase our revenue and grow our business. If we are not able to mitigate these risks and overcome these difficulties successfully, our business and prospects will be materially and adversely affected.

Competitive pressures within our industry may harm our business, result of operations, financial condition and prospects.

We face intense competition from a large number of solar tracker companies in nearly all of the markets in which we compete. The solar tracker industry is currently fragmented. This may result in price competition being greater than expected, which would affect our margins.

Some of our competitors are developing or are currently manufacturing products based on different solar power technologies that may ultimately have costs similar to or lower than our projected costs. In addition, some of our competitors have longer operating histories, lower costs of goods sold, lower operating costs, greater name and brand recognition in specific markets in which we compete or intend to sell our products, greater market shares, access to larger customer bases, greater resources and significantly greater economies

33

of scale than we do. Additionally, new competitors may decide to enter our market as a result of, among other factors, lower barriers to entry and lower research and development costs in comparison with the average costs in research and development in other energy industries. We may also face adverse effects from increased competition in the solar EPC market by EPCs subjecting their subcontractors, such as us, to flow-down contractual clauses which provide that a subcontractor’s obligations to an EPC are identical to the obligations the EPC has to the EPC’s end customer. This may result in higher contractual risk to us, such as “pay if paid” clauses that requires EPCs to pay us only when the EPC’s end customer pays the EPC, higher liquidated damages amounts, increased contractual liabilities above 100% of the contract value and more limited force majeure clauses, among others. As the solar energy market continues to grow, EPCs are also expected to increasingly seek second sources for their suppliers. Any of these factors may materially and adversely affect our business, result of operations, financial condition and prospects.

We face competition from conventional and renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions, which could materially and adversely affect the demand for and the average selling price of our products and services.

We face significant competition from providers of conventional and renewable energy alternatives such as coal, nuclear, natural gas and wind to the extent they are able to offer energy solutions that are less expensive than solar energy and our products. We compete with conventional energy sources primarily based on price, predictability of price and energy availability and the ease with which customers can use electricity generated by solar energy projects. If solar energy systems cannot offer a compelling value to customers based on these factors, then our business growth may be impaired.

Conventional energy sources generally have substantially greater financial, technical, operational and other resources than solar energy sources, and as a result may be able to devote more resources to the research, development, promotion and product sales or respond more quickly to evolving industry standards and changes in market conditions than solar energy systems. Conventional and other renewable energy sources may be better suited than solar for certain locations or customer requirements, and may also offer other value-added products or services that could help them compete with solar energy sources, even if the cost of electricity they offer is higher than solar energy sources. In addition, the source of a majority of conventional energy electricity is non-renewable, which may in certain markets allow them to sell electricity more cheaply than electricity generated by solar generation facilities. Non-renewable generation is typically available for dispatch at any time, as it is not dependent on the availability of intermittent resources such as sunlight.

The cost-effectiveness, performance and reliability of solar energy products and services, compared to conventional and renewable energy sources, could materially and adversely affect the demand for and the average selling price of our products and services.

Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations.

Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another for any reason may cause our results of operations for a particular period to fall below expectations. We have experienced seasonal and quarterly fluctuations in the past as a result of fluctuations in our customers’ businesses as well as seasonal weather-related disruptions. For example, our customers’ ability to install solar energy systems is affected by weather, such as during the winter months. Inclement weather may also affect our logistics and operations by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects.

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Further, given that we operate in a rapidly growing industry, the true extent of these fluctuations may have been masked by our recent growth rates and consequently may not be readily apparent from our historical results of operations and may be difficult to predict. Our financial performance, sales, working capital requirements and cash flow may fluctuate, and our past quarterly results of operations may not be good indicators of future performance or prospects. Any substantial fluctuation in revenues could have an adverse effect on our financial condition, results of operations, cash flows and stock price for any given period.

The reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar electricity in the form of tax credits, rebates and other financial incentives. See the section entitled “Business—Government incentives.” The range and duration of these incentives varies widely by jurisdiction. Our customers typically use our systems for grid-connected applications wherein solar power is sold under a power purchase agreement or into an organized electric market. This segment of the solar industry has historically depended in large part on the availability and size of government incentives supporting the use of renewable energy. Consequently, the reduction, elimination or expiration of government incentives for grid-connected solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business. These reductions, eliminations or expirations could occur without warning. Any changes to the existing framework of these incentives could cause fluctuation in our results of operations.

The recently-enacted Inflation Reduction Act of 2022 (the “IRA”) makes significant changes to the tax credit regime that applies to solar facilities. As a result of changes made by the IRA, United States taxpayers generally will be entitled to a 30% investment tax credit (“ITC”) for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction if certain wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 megawatt or because construction begins before January 29, 2023, the date that is 60 days after the IRS released guidance relating to the prevailing wage and apprenticeship requirements). Generally speaking, to meet the domestic content requirements a qualified facility must show that the project incorporates domestically sourced iron, steel, and manufactured products. In addition, certain other incremental credits are potentially available for facilities located in “energy communities” or “low income communities” or that are part of “low-income benefit projects” or “low-income residential building projects”.

As a result of changes made by the IRA, United States taxpayers will generally also be allowed to elect to receive a production tax credit (“PTC”) in lieu of the ITC for qualified solar facilities the construction of which begins before January 1, 2025 that are placed in service after 2021. The PTC is available for electricity produced and sold to unrelated persons in the ten years following a project’s placement in service and is equal to an inflation-adjusted amount (currently 2.6 cents per kilowatt hour, assuming the prevailing wage requirements described above are satisfied or deemed satisfied, reduced by 80% if those requirements are not satisfied) for every kilowatt-hour of electricity produced by a facility. The available credit amount is increased by 10% if the domestic content requirements described above are satisfied. Certain additional incremental PTCs are also available similar to the incremental ITCs described above.

In the case of projects placed in service after 2024, each of the ITC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard (which solar does) in order to qualify for the credits. This new credit regime will continue to apply to projects that begin construction prior to the end of 2033 (and possibly later), at which point the credits will become subject to a phase-out schedule.

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While these changes are intended to encourage investments in new solar projects, the impact these changes will have on our results of operations is unclear. In particular, the tax credit regime in place prior to the IRA’s enactment provided annual reductions in the applicable credit amount at the beginning of 2023 and 2024 and therefore encouraged customers to acquire our products prior to calendar year-end dates in order to qualify for a higher tax credit available for projects that commenced construction (within the meaning of IRS guidance) prior to those dates. As a result of the changes made by the IRA, while there may continue to be an incentive for taxpayers to commence construction on facilities before certain dates, the tax credits will not experience annual reductions similar to those that would have occurred at the end of 2022 and 2023 for at least ten years and therefore customer sales may not be as high as they otherwise would have been through 2023 with the prior ITC step-down schedule. This change could have an adverse impact on our results of operations in the near term, as we anticipated an increase in demand for our products in calendar years 2022 and 2023 (and our fiscal years 2023 and 2024) related to the prior ITC step-down schedule.

In addition, if we are unable to meet the domestic content requirements necessary for customers using our tracker products to qualify for the incremental domestic content bonus credit and our competitors are able to do so, we might experience a decline in sales for U.S. projects. The timing and nature of implementing regulations clarifying the domestic content requirements as applied to our products remain uncertain. Depending on the criteria set forth in those regulations, we may not have an adequate supply of tracker products satisfying the requirements. In addition, compliance with this requirement may increase our production costs. As a result of these risks, the domestic content requirement may have a material adverse impact on our U.S. sales, business and results of operations.

Finally, if our customers are unable to satisfy the prevailing wage and apprenticeship requirements described above, the credits available to them will be lower than the credits available to them under prior law. Satisfaction of these requirements is outside of our control. If a significant portion of our customers is unable to satisfy these requirements, demand for our tracker products may be adversely impacted by the reduced credits available relative to current law.

Federal, state, local and foreign government bodies have implemented additional policies that are intended to promote or mandate renewable electricity generally or solar electricity in particular. For example, many U.S. states have adopted procurement requirements for renewable energy production and/or a renewable portfolio standard (“RPS”) that requires regulated utilities to procure a specified percentage of total electricity delivered to customers in the state from eligible renewable energy sources, including utility-scale solar power generation facilities, by a specified date. While the recent trend has been for jurisdictions with RPSs to maintain or expand them, there have been certain exceptions and there can be no assurances that RPSs or other policies supporting renewable energy will continue. Proposals to extend compliance deadlines, reduce renewable requirements or solar set-asides, or entirely repeal RPSs emerge from time to time in various jurisdictions. Reduction or elimination of RPSs, as well as changes to other renewable-energy and solar-energy policies, could reduce the potential growth of the solar energy industry and materially and adversely affect our business.

Moreover, policies of recent U.S. presidential administrations have created regulatory uncertainty in the renewable energy industry, including the solar energy industry, and adversely affect our business. For example, in the span of less than six years, the United States joined, withdrew from, and then rejoined the 2015 Paris Agreement on climate change mitigation following changes in administration from former U.S. Presidents Obama and Trump to current U.S. President Biden. President Biden has not yet proposed a rule to regulate greenhouse gas emissions, and it is uncertain whether new regulations would promote solar energy development. In addition, the U.S. Supreme Court’s decision on June 30, 2022 in West Virginia v. EPA, holding

that the U.S. Environmental Protection Agency (“EPA”) exceeded its authority in enacting a subsequently repealed rule that would have allowed electric utility generation facility owners to reduce emissions with

36

“outside the fence measures” may limit EPA’s ability to address greenhouse gas emissions comprehensively without specific authorization from Congress.

The international markets in which we operate or may operate in the future may have or may put in place policies to promote renewable energy, including solar. These incentives and mechanisms vary from country to country. In seeking to achieve growth internationally, we may make investments that, to some extent, rely on governmental incentives and support in a new market.

There is no assurance that these governments will continue to provide sufficient incentives and support to the solar industry and that the industry in any particular country will not suffer significant downturns in the future as the result of changes in public policies or government interest in renewable energy, any of which would adversely affect demand for our solar products.

Furthermore, corporate social responsibility efforts, such as net zero emission pledges, have fostered private sector investment in solar energy systems in recent years. To the extent that these corporate policies are redirected away from renewable energy in general or solar energy in particular, the demand for our solar products would be adversely affected.

Finally, the solar industry has in past years experienced periodic downturns due to, among other things, changes in subsidies and incentives, as well as other policies and regulations, which, as noted above, may affect the demand for our products. Although the solar industry has recovered from these downturns in the past, there is no assurance that the solar industry will not suffer significant downturns in the future, which would adversely affect demand for our solar products.

We rely heavily on our suppliers and our operations could be disrupted if we encounter problems with our suppliers or if there are disruptions in our supply chain.

We purchase our components through arrangements with various suppliers located across the globe. We depend on our suppliers to source materials and manufacture critical components for our products. Our reliance on these suppliers makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules and costs which could disrupt our ability to procure these components in a timely and cost-efficient manner. The suppliers rely on other suppliers to provide them with raw materials and sub-components that are critical to manufacturing the components of our tracker products. Any shortages of components and materials would affect our ability to timely deliver our products to our customers consistent with our contractual obligations, which may result in liquidated damages or contractual disputes with our customers, harm our reputation and lead to a decrease in demand for our products.

Our ability to deliver our products in a cost efficient manner have in recent years and could continue to be adversely impacted by other factors not within our control, including, but not limited to, shortages in available cargo capacity, changes by carriers and transportation companies in policies and practices such as scheduling, pricing, payment terms and frequency of service, increases in the cost of fuel, sanctions and labor availability and cost.

Further, our products are manufactured from steel and, as a result, our business is significantly affected by the price of steel. When steel prices are higher, the prices that we charge customers for our products may increase, which may decrease demand for our products. If we do not increase our prices due to an increase in the price of steel, we will experience lower profitability on our products. Conversely, if steel prices decline, customers may demand lower prices and our and our competitors’ responses to those demands could result in lower sale prices, lower volume, and consequently, negatively affect our profitability. A significant portion of our steel is derived directly or indirectly from steel mills located in China. At times, pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, global capacity, import levels, fluctuations in the costs of raw materials necessary to produce steel, sales levels, competition, consolidation of steel

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producers, labor costs, import duties and tariffs and foreign currency exchange rates. This volatility can significantly affect the availability and cost of steel which may impact our profitability and results of operations.

In addition, as noted above, the recently-enacted IRA provides incremental tax credits for U.S. solar projects satisfying domestic content requirements. While the impact of these requirements on us will remain unclear pending the release of implementing regulations, if we are unable to provide our tracker products in a manner that satisfies applicable domestic content requirements and our competitors are able to do so, we might experience a decline in sales for U.S. projects. In addition, compliance with these requirements may increase our production costs. In light of the foregoing, our U.S. sales, profitability and results of operations in the United States may be adversely affected by the applicable domestic content requirements which must be satisfied in order for solar projects to be eligible for these incremental credits.

Other events that could also cause disruptions to our supply chain include:

• the imposition of additional duties, tariffs and other charges or quotas on imports and exports, or other trade law provisions or regulations, and our inability to pass along such charges to our customers;

• continued or renewed instability in the global supply of semiconductors, which has and could continue to impact the timely receipt of our self-powered controller;

• foreign currency fluctuations;

• inflationary pressure and its impact on labor, commodities and fuel prices;

• natural disasters, severe weather, political instability, war, terrorist attacks, social unrest and economic instability in the regions in which our suppliers are located, or through which our components and materials travel;

• public health issues and epidemic diseases, such as the COVID-19 pandemic, and their effects (including measures taken by governmental authorities in response to their effects);

• theft or other loss;

• restrictions on the transfer of funds;

• the financial instability or bankruptcy of suppliers; and

• significant labor disputes, strikes, work stoppages or boycotts.

Any significant disruption to our ability to procure our products, and our suppliers’ ability to procure materials to manufacture our products and components for our products could increase the cost or reduce or delay the supply of components and materials available to us and adversely affect our business, financial condition, results of operations and profitability. Further, if any of our suppliers were unable or unwilling to manufacture the components that we require for our products in sufficient volumes and at high quality levels or renew existing terms under supply agreements, we would need to identify, qualify and select acceptable alternative suppliers. An alternative supplier may not be available to us when needed or may not be in a position to satisfy our quality or production requirements on commercially reasonable terms, including price. Any significant interruption in manufacturing by our suppliers would require us to reduce our supply of products to our customers or increase our shipping costs to make up for such delays, which in turn could reduce our revenues and margins, harm our relationships with our customers, damage our reputation with other stakeholders involved with solar projects and cause us to forego potential revenue opportunities.

Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price.

Macroeconomic developments such as the global or regional economic effects resulting from the current Russia-Ukraine conflict, increasing inflation rates and related economic curtailment initiatives, the COVID-19 pandemic,

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evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Political issues and conflicts could have a material adverse effect on our results of operations and financial condition if they escalate into geographies in which we do business or obtain our components. For example, the recent and continuing conflict arising from the invasion of Ukraine by Russia has reduced the availability of material that can be sourced in Europe and, as a result increased logistics costs for the procurement of certain inputs and materials used in our products. The conflict could also adversely impact macroeconomic conditions, give rise to regional instability and result in heightened economic tariffs, sanctions and import-export restrictions from the U.S. and the international community in a manner that adversely affects us, including to the extent that any such actions cause material business interruptions or restrict our ability in this region to conduct business with certain suppliers. Additionally, such conflict or sanctions may significantly devalue various global currencies and have a negative impact on economies in geographies in which we do business. Any general weakening of, and related declining corporate confidence in, the global economy could cause current or potential customers to reduce or eliminate their budgets and spending, which could cause customers to delay, decrease or cancel projects with us which would have a negative effect on our business, operating results and financial condition.

We are subject to governmental economic sanctions requirements and export controls that could impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws.

The export of our products and services is subject to U.S. export control laws and regulations, including the Export Administration Regulations, or EAR, and trade and economic sanctions maintained by the Office of Foreign Assets Control, or OFAC. As such, an export license may be required to export or reexport our products or services to certain countries and end-users for certain end-uses. If we were to fail to comply with such U.S. export controls laws and regulations, U.S. economic sanctions or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations and the possible loss of our export or import privileges. Obtaining the necessary export license for a particular sale or transaction may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities. Further, U.S. export control laws and economic sanctions in many cases prohibit the export of services to certain U.S. embargoed or sanctioned countries, governments and persons, as well as for prohibited end-uses. Even though we take precautions to ensure that we comply with all relevant export control laws and regulations, any failure to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.

Changes in the global trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows.

Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials and components for our products such as steel or for products used in solar energy projects more broadly, such as solar modules and solar cells. More specifically, in March 2018, the United States imposed a 25% tariff on steel imports and has imposed additional tariffs and quotas on steel imports pursuant to Section 232 of the Trade Expansion Act of 1962. We have used and continue to use overseas suppliers of steel and these tariffs could result in interruptions in the supply chain and impact costs and our gross margins. Additionally, in January 2018, the United States adopted a safeguard tariff on imported solar modules and cells pursuant to Section 201 of the Trade Act of 1974. The tariff was initially set at 30%, with a gradual reduction over four years to 15%. On February 4, 2022, President Biden extended the safeguard tariff for an additional four years, starting at a rate of 14.75% and reducing that rate each year to 14% in 2026, and directed the United States Trade Representative to conclude agreements with Canada and Mexico on trade in solar products. On July 7, 2022, the United States and Canada entered into a non-binding memorandum of understanding in which the United States agreed to suspend application of the

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safeguard tariff to Canadian crystalline silicon photovoltaic cells imported as of February 1, 2022. While this tariff does not apply directly to the components we import, it may indirectly affect us by impacting the financial viability of solar energy projects, which could in turn reduce demand for our products. Furthermore, effective September 2018, the United States adopted a 10% tariff on an extensive list of products imported from China under Section 301 of the Trade Act of 1974, including inverters and power optimizers commonly used in solar projects. In June 2019, the U.S. Trade Representative increased the rate of such tariffs from 10% to 25%. While these tariffs are not directly applicable to our products, they could impact the solar energy projects in which our products are used, which could lead to decreased demand for our products.

On January 15, 2020, the United States and China entered into an initial trade deal that preserves the bulk of the tariffs placed in 2018 and maintains a threat of additional tariffs should China breach the terms of the deal. The Biden administration is expected to continue to modify its trade policies affecting materials and components for our products such as steel or for products used in solar energy projects more broadly, such as solar modules and solar cells. Consequently, trade policies implemented by the Biden administration could have an adverse effect on our business, financial condition and results of operations.

On April 1, 2022, the U.S. Department of Commerce (“Commerce”) initiated anti-circumvention inquiries of the U.S. antidumping and countervailing duty orders on PV solar cells and modules from China (“Solar 1 Orders”) covering merchandise from Vietnam, Malaysia, Thailand, and Cambodia pursuant to Section 781 of the Tariff Act of 1930. Commerce issued preliminary determinations in these inquiries on December 1, 2022, affirmatively finding that certain photovoltaic solar cells and modules produced in Vietnam, Malaysia, Thailand, and Cambodia using parts and components from China from certain producers/exporters, are circumventing the Solar 1 Orders and therefore should be subject to the antidumping and countervailing duty liabilities arising from those orders. Commerce is expected to issue final determinations in May 2023.

Duties arising from these affirmative determinations could result in cash deposit payments and eventual final duty payments that vary but may amount to over 250% of the entered value of the imported merchandise. However, on June 6, 2022, President Biden issued an emergency declaration delaying the imposition of any cash deposit or duty payment obligations on merchandise subject to these inquiries until the earlier of (i) the expiration of the order on June 6, 2024, or (ii) the President terminates the emergency declaration. Merchandise from the four subject countries covered under the scope of these inquiries should therefore not be subject to any antidumping or countervailing duty liabilities under the Solar 1 Orders until the termination of the emergency declaration as long as the importer(s) and exporter(s) follow proper certification procedures that will be implemented by Commerce. The affirmative determinations could have an adverse effect on the global solar energy marketplace, and as such, an adverse effect on our business, financial condition, and results of operations. While we do not sell solar modules, the degree of our exposure is dependent on, among other things, the impact of Commerce’s final determinations on the projects that are also intended to use our products. Such impacts are largely out of our control and may include project delays or cancellations. The ultimate severity or duration of the expected solar panel supply chain disruption or its effects on our clients’ solar project development and construction activities, and associated consequences on our business, is uncertain. More broadly, legislation has been proposed that would make it easier for domestic companies to obtain affirmative determinations in antidumping and countervailing duties investigations. The proposed USICA/America COMPETES Act, if enacted, could result in future successful petitions that limit imports from Asia and other regions.

Tariffs and the possibility of additional tariffs in the future have created uncertainty in the industry. If the price of solar systems increases, the use of solar systems could become less economically feasible and could reduce our gross margins or reduce the demand for solar systems, which in turn may decrease demand for our products. Additionally, existing or future tariffs may negatively affect key customers and suppliers, and other supply chain partners. Such outcomes could adversely affect the amount or timing of our revenues, results of operations or cash flows, and continuing uncertainty could cause sales volatility, price fluctuations or supply shortages or

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cause our customers to advance or delay their purchase of our products. It is difficult to predict what further trade-related actions governments may take, which may include additional or increased tariffs and trade restrictions, and we may be unable to quickly and effectively react to such actions. While we have taken actions with the intention of, among other things, mitigating the effect of steel tariffs on our business by reducing our reliance on sourcing material from China, we may not be able to do so on attractive terms.

Solar panel imports to the United States may also be impacted by the Uyghur Forced Labor Prevention Act (“UFLPA”) that was signed into law by President Biden on December 23, 2021. According to U.S. Customs and Border Protection, “it establishes a rebuttable presumption that the importation of any goods, wares, articles, and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States. The presumption applies unless the Commissioner of U.S. Customs and Border Protection determines that the importer of record has complied with specified conditions and, by clear and convincing evidence, that the goods, wares, articles, or merchandise were not produced using forced labor.” There continues to be uncertainty in the market around achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. This has created a significant compliance burden and constrained solar panel imports. We cannot currently predict what, if any, impact the UFLPA will have on the overall future supply of solar panels into the United States and the related timing and cost of our clients’ solar project, development and construction activities. While we do not import or sell solar panels, project delays caused by solar panel constraints may negatively impact our product delivery schedules and future sales, and therefore our business, financial condition, and results of operations.

We face risks related to the COVID-19 pandemic, which could have a material and adverse effect on our business, results of operations and financial condition.

The COVID-19 pandemic resulted in a widespread public health crisis and numerous disease control measures being taken to limit its spread, including travel bans and restrictions, quarantines, shutdowns, vaccine mandates and social distancing measures. These events and control measures impacted our operations and the operations of our customers and our suppliers. We experienced disruptions due to illness and the effect of governmental mandates and recommendations, as well as measures we took to mitigate the impact of COVID-19 at our offices around the world in an effort to protect the health and well-being of our employees, customers, suppliers and the communities in which we operate. Our operations were also affected by the disruptions experienced by our customers, suppliers, freight operators and trucking companies due to the COVID-19 pandemic and related events, including site closures, factory closures, labor shortages and wide-scale disruptions in the world-wide shipping infrastructure. Our management team continues to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce. Although the COVID-19 pandemic appears to have abated, its long-term effects on the global economy, including ongoing transportation and logistics issues and rapid inflation, continue to affect our business. Furthermore, should the COVID-19 pandemic become more virulent, or should another pandemic arise, this could further negatively affect our operations and financial results.

The impact of the pandemic on our business could in the future include:

• disruptions to our suppliers’ manufacturing facilities;

• disruptions to ports and other shipping infrastructure;

• other disruptions to our supply chain generally;

• disruptions caused by supplier, subcontractor and Nextracker labor availability, worker absenteeism and quarantines;

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• shortages of medical equipment (such as COVID-19 test kits and personal protection equipment for employees);

• other disruptions to our ground operations at project sites;

• office, factory, warehouse and other location closures; and

• other travel or health-related restrictions disrupting our ability to conduct our business or market our products.

If our ground operations at project sites and our suppliers are so affected, our supply chain, product shipments and project construction will be delayed, which could materially and adversely affect our business, results of operations, profitability and customer relationships.

As a result of sheltering-in-place and other disruptions caused by COVID-19, consumer and commercial demand for shipped goods has increased across multiple industries, which in turn has reduced the availability and capacity of shipping containers and available ships worldwide. This disruption has caused, and may continue to cause, increased logistics costs and shipment delays affecting the timing of our project deliveries, the timing of our recognition of revenue and our profitability.

The global spread of COVID-19 has created significant macroeconomic uncertainty, volatility and disruption, which may adversely affect our and our customers’ and suppliers’ liquidity and cost of capital. As a result, the continued impact of COVID-19 could cause further disruptions in our supply chain and customer demand, and could adversely affect the ability of our customers or other counterparties to perform, including in making timely payments or shipments to us, which could further adversely impact our business, financial condition and results of operations. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of the pandemic’s continued global economic impact, including any economic recession or downturn, government spending cuts, tightening of credit markets or rises in unemployment, which could cause our customers and potential customers to postpone or reduce spending on our products and solutions.

The extent to which the COVID-19 pandemic will impact our business and results of operations in the future will be dependent on ongoing developments such as the length and severity of the crisis, the potential resurgence of COVID-19 and its variants, future government actions in response to the crisis, the availability, acceptance and effectiveness of the COVID-19 vaccines and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. We cannot at this time quantify or forecast the business impact of COVID-19, and there can be no assurance that the COVID-19 pandemic will not have a material and adverse effect on our business, results of operations and financial condition. In addition, the COVID-19 pandemic increases the likelihood and potential severity of other risks described in this “Risk factors” section.

A further increase in interest rates, or a reduction in the availability of tax equity or project debt financing, could make it difficult for project developers and owners to finance the cost of a solar energy system and could reduce the demand for our products.

Many solar project owners depend on financing to fund the initial capital expenditure required to construct a solar energy project. As a result, a further increase in interest rates, or a reduction in the supply of project debt or tax equity financing, could reduce the number of solar projects that receive financing or otherwise make it difficult for project owners to secure the financing necessary to construct a solar energy project on favorable terms, or at all, and thus lower demand for our products which could limit our growth or reduce our sales. In addition, we believe that a significant percentage of project owners construct solar energy projects as an investment, funding a significant portion of the initial capital expenditure with financing from third parties. A further increase in interest rates could lower an investor’s return on investment on a solar energy project, increase equity requirements or make alternative investments more attractive relative to solar energy projects, and, in each case, could cause these project owners to seek alternative investments.

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A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could harm our business and negatively impact our revenue, results of operations and cash flows.

For the year ended March 31, 2022, SOLV Energy, our largest customer, constituted 13.5% of our total revenues. The loss of any one of the Company’s significant customers, their inability to perform under their contracts, or their default in payment, could have a substantial effect on our revenues and profits. Further, our trade accounts receivable and unbilled receivable (“contract assets”) are from companies within the solar industry, and, as such, we are exposed to normal industry credit risks. As of March 31, 2022, our largest customer constituted 13.0% of our total trade accounts receivable and contract assets balances. Accordingly, loss of a significant customer or a significant reduction in pricing or order volume from a significant customer could substantially reduce our revenue and operating results in any reporting period.

Defects or performance problems in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from defective products.

Our products may contain undetected errors or defects, especially when first introduced or when new generations are released. Errors, defects or poor performance can arise due to design flaws, defects in raw materials or components or manufacturing difficulties, which can affect both the quality and the yield of the product. Any actual or perceived errors, defects or poor performance in our products could result in the replacement or recall of our products, shipment delays, rejection of our products, damage to our reputation, lost revenue, diversion of our engineering personnel from our product development efforts and increases in customer service and support costs, all of which could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, defective components may give rise to warranty, indemnity or product liability claims against us that exceed any revenue or profit we receive from the affected products. Our limited warranties cover defects in materials and workmanship of our products under normal use and service conditions. As a result, we bear the risk of warranty claims long after we have sold products and recognized revenue. While we have accrued reserves for warranty claims, our estimated warranty costs for previously sold products may change to the extent the warranty claims profile of future products is not comparable with that of earlier generation products under warranty. Our warranty accruals are based on our assumptions and we do not have a long history of making such assumptions. As a result, these assumptions could prove to be materially different from the actual performance of our systems, causing us to incur substantial unanticipated expense to repair or replace defective products in the future or to compensate customers for defective products. Our failure to accurately predict future claims could result in unexpected volatility in, and have a material adverse effect on, our financial condition.

If one of our products were to cause injury to someone or cause property damage, including as a result of product malfunctions, defects or improper installation, then we could be exposed to product liability claims. We could incur significant costs and liabilities if we are sued and if damages are awarded against us. Further, any product liability claim we face could be expensive to defend and could divert management’s attention. The successful assertion of a product liability claim against us could result in potentially significant monetary damages, penalties or fines, subject us to adverse publicity, damage our reputation and competitive position and adversely affect sales of our products. In addition, product liability claims, injuries, defects or other problems experienced by other companies in the residential solar industry could lead to unfavorable market conditions for the industry as a whole, and may have an adverse effect on our ability to attract new customers, thus harming our growth and financial performance.

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We may experience delays, disruptions or quality control problems in our product development operations.

Our product development and testing processes are complex and require significant technological expertise. Such processes involve a number of precise steps from design to production. Any change in our processes could cause one or more production errors, requiring a temporary suspension or delay in our supplier’s production line until the errors can be researched, identified and properly addressed and rectified. This may occur particularly as we introduce new products, modify our engineering techniques and/or expand our capacity. The commercialization of any new products may also fail to achieve market adoption or may experience downward pricing pressure, which would have a material impact on our gross margins and results of operations. Further, the installation of our products involve various risks and complications which may increase as our products evolve and develop, and any such increase in risks and complications may have a negative effect on our gross margins. In addition, our failure to maintain appropriate quality assurance processes could result in increased product failures, loss of customers, increased warranty reserve, increased production and logistics costs and delays. Any of these developments could have a material adverse effect on our business, financial condition, and results of operations.

Our business is subject to the risks of severe weather events, natural disasters and other catastrophic events.

Our headquarters and testing facilities, which conduct functional and reliability testing for our components and products, are located in the Bay Area of Northern California and our solar projects are located in the U.S. and around the world. A severe weather event or other catastrophe impacting our headquarters or testing facilities could cause significant damage and disruption to our business operations. In addition, a severe weather event or other catastrophe could significantly impact our supply chain by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects. Our customers’ ability to install solar energy systems is also affected by weather, such as during the winter months.

Any damage and disruption in any locations in which we have offices or in which our customers have solar projects which are caused by severe weather events (such as extreme cold weather, hail, hurricanes, tornadoes and heavy snowfall), seismic activity, fires, floods and other natural disasters or catastrophic events could result in a delay or even a complete cessation of our worldwide or regional operations and could cause severe damage to our products and equipment used in our solar projects. Even if our tracker products are not damaged, severe weather, natural disasters and catastrophic events may cause damage to the solar panels that are mounted to our tracker products, which could result in decreased demand for our products, loss of customers and the withdrawal of coverage for solar panels and solar tracking systems by insurance companies. Any of these events would negatively impact our ability to deliver our products and services to our customers and could result in reduced demand for our products and services, and any damage to our products and equipment used for our solar projects could result in large warranty claims which could, individually or in the aggregate, exceed the amount of insurance available to us, all of which would have a material adverse effect on our financial condition and results of operations. These events may increase in frequency and severity due to the effects of climate change.

Our continued expansion into new markets could subject us to additional business, financial, regulatory and competitive risks.

Part of our strategy is to continue to grow our revenues from international markets, including entering new geographic markets to expand our current international presence. Our products and services to be offered in these regions may differ from our current products and services in several ways, such as the consumption and utilization of local raw materials, components and logistics, the re-engineering of select components to meet region-specific requirements and region-specific customer training, site commissioning, warranty remediation and other technical services. Any of these differences or required changes to our products and services to meet

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the requirements of local laws and regulations may increase the cost of our products, reduce demand and result in a decrease in our gross margins. We may also face competition from lower cost providers in any new markets we enter which could decrease the demand for our products or cause us to reduce the cost of our products in order to remain competitive.

Any new geographic market could have different characteristics from the markets in which we currently sell products, and our success in such markets will depend on our ability to adapt properly to these differences. These differences may include differing regulatory requirements, including local manufacturing content requirements, tax laws, trade laws, labor regulations, corporate formation laws and requirements, tariffs, export quotas, customs duties or other trade restrictions, limited or unfavorable intellectual property protection, international political or economic conditions, restrictions on the repatriation of earnings, longer sales cycles, warranty expectations, product return policies and cost, performance and compatibility requirements. In addition, expanding into new geographic markets will increase our exposure to presently existing risks, such as fluctuations in the value of foreign currencies and difficulties and increased expenses in complying with U.S. and foreign laws, regulations and trade standards, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), as well as relevant anti-money laundering laws.

Failure to develop these new products successfully or to otherwise manage the risks and challenges associated with our continued expansion into new geographic markets could adversely affect our revenues and our ability to sustain profitability.

Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that could significantly reduce demand for our products or harm our ability to compete.

Federal, state, local and foreign government policies and regulations concerning the broader electric utility industry, as well as internal policies and regulations promulgated by electric utilities and organized electric markets with respect to fees, practices and rate design, heavily influence the market for electricity generation products and services. These policies and regulations often affect electricity pricing and the interconnection of generation facilities and can be subject to frequent modifications by governments, regulatory bodies, utilities and market operators. For example, changes in fee structures, electricity pricing structures and system permitting, regional market rules, interconnection and operating requirements can deter purchases of renewable energy products, including solar energy systems, by reducing anticipated revenues or increasing costs or regulatory burdens for would-be system purchasers. The resulting reductions in demand for solar energy systems could harm our business, prospects, financial condition and results of operations.

A significant development in renewable-energy pricing policies in the United States occurred when the Federal Energy Regulatory Commission (“FERC”) issued a final rule amending regulations that implement the Public Utility Regulatory Policies Act (“PURPA”) on July 16, 2020, which FERC upheld on rehearing on November 19, 2020. Among other requirements, PURPA mandates that electric utilities buy the output of certain renewable generators, including qualifying solar energy facilities, below established capacity thresholds. PURPA also requires that such sales occur at a utility’s “avoided cost” rate. FERC’s PURPA reforms include modifications (1) to how regulators and electric utilities may establish avoided cost rates for new contracts, (2) that reduce from 20 megawatts (“MW”) to 5 MW the capacity threshold above which a renewable-energy qualifying facility is rebuttably presumed to have non-discriminatory market access, thereby removing the requirement for utilities to purchase its output, (3) that require regulators to establish criteria for determining when an electric utility incurs a legally enforceable obligation to purchase from a PURPA facility and (4) that reduce barriers for third parties to challenge PURPA eligibility. These new regulations took effect on February 16, 2021, but the net effect of these changes is uncertain. Challenges to the final rule remain pending in the U.S. Court of Appeal for the Ninth and D.C. Circuits, and some changes will not become fully effective until states and other jurisdictions implement the new

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authorities provided by FERC. In general, however, FERC’s PURPA reforms have the potential to reduce prices for the output from certain new renewable generation projects while also narrowing the scope of PURPA eligibility for new projects. These effects could reduce opportunities and demand for PURPA-eligible solar energy systems and could harm our business, prospects, financial condition and results of operations.

FERC is also taking steps to encourage the integration of new forms of generation into the electric grid and remove barriers to grid access, which could have positive impacts on the solar energy industry. Specifically, in June 2022, FERC initiated a Notice of Proposed Rulemaking on Improvements to Generator Interconnection Procedures and Agreements, which would require every public utility transmission provider to revise their standard small generator interconnection procedures and agreements contained in their open access transmission tariffs. The outcome of these proposals and their timing for implementation remain uncertain.

Changes in other federal, state and local current laws or regulations applicable to us or the imposition of new laws, regulations or policies in the jurisdictions in which we do business could have a material adverse effect on our business, financial condition and results of operations. Any changes to government, utility or electric market regulations or policies that favor non-solar generation or other market participants, remove or reduce renewable procurement standards and goals or that make construction or operation of new solar generation facilities more expensive or difficult, could reduce the competitiveness of solar energy systems and cause a significant reduction in demand for our products and services and adversely impact our growth. Moreover, there may be changes in regulations that impact access to supply chains related to cybersecurity threats to the electric grid that could have a disproportionate impact on solar energy system components. In addition, changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. Any such event could have a material adverse effect on our business, financial condition and results of operations.

Developments in alternative technologies may have a material adverse effect on demand for our offerings.

Significant developments in alternative technologies, such as advances in other forms of solar tracking systems, may have a material adverse effect on our business and prospects. Additionally, the success of our business depends on the compatibility of our solar trackers and software with the broader solar panel market, and any developments, advancements or changes in current or future solar panel design may cause our products to be obsolete if we do not keep pace with such changes. Any failure by us to adopt new or enhanced technologies or processes, or to react to changes in existing technologies, could result in product obsolescence, the loss of competitiveness of our products, decreased revenue and a loss of market share to competitors.

A drop in the price of electricity sold may harm our business, financial condition and results of operations.

Decreases in the price of electricity, whether in organized electric markets or with contract counterparties, may negatively impact the owners of the solar energy projects, make the purchase of solar energy systems less economically attractive or make other non-solar sources of energy more attractive and would likely lower sales of our products. The price of electricity could decrease as a result of many factors, including but not limited to:

• construction of a significant number of new, lower-cost power generation plants;

• relief of transmission constraints that enable distant, lower-cost generation to transmit energy less expensively or in greater quantities;

• reductions in the price of natural gas or other fuels;

• utility rate adjustment and customer class cost reallocation;

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• decreased electricity demand, including from energy conservation technologies, public initiatives to reduce electricity consumption or a reduction in economic activity due to a localized or macroeconomic downturn;

• development of smart-grid technologies that lower the peak energy requirements;

• development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; and

• development of new energy generation technologies that provide less expensive energy.

Moreover, technological developments in the solar components industry could allow our competitors and their customers to offer electricity at costs lower than those that can be achieved by us and our customers, which could result in reduced demand for our products.

If the cost of electricity generated by solar energy installations incorporating our systems is high relative to the cost of electricity from other sources, it could have a material adverse effect on our business, financial condition and results of operations.

If we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.

Our success depends to a significant degree on our ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair competition laws, as well as confidentiality and license agreements and other contractual provisions, to establish and protect our intellectual property and other proprietary rights. Such means may afford only limited protection of our intellectual property and may not (i) prevent our competitors or manufacturing suppliers from duplicating our processes or technology; (ii) prevent our competitors or manufacturing suppliers from gaining access to our proprietary information and technology; or (iii) permit us to gain or maintain a competitive advantage.

We generally seek or apply for patent protection as and if we deem appropriate, based on then-current facts and circumstances. We have applied for patents in numerous countries across the world, including in the United States, Europe and China, and have received 70 patents in the United States and 197 foreign patents as of September 30, 2022. We cannot guarantee that any of our pending patent applications or other applications for intellectual property registrations will be issued or granted or that our existing and future intellectual property rights will be sufficiently broad to protect our proprietary technology. While a presumption of validity exists with respect to United States patents issued to us, there can be no assurance that any of our patents, patent applications or other intellectual property rights will not be, in whole or in part, opposed, contested, challenged, invalidated, circumvented, designed around or rendered unenforceable. If we fail to obtain issuance of patents or registration of other intellectual property, or our patent claims or other intellectual property rights are rendered invalid or unenforceable, or narrowed in scope, pursuant to, for example, judicial or administrative proceedings including re-examination, post-grant review, interference, opposition, or derivation proceedings, the coverage of patents and other intellectual property rights afforded our products could be impaired. Even if we are to obtain issuance of further patents or registration of other intellectual property, such intellectual property could be subject to attacks on ownership, validity, enforceability or other legal attacks. Any such impairment or other failure to obtain sufficient intellectual property protection could impede our ability to market our products, negatively affect our competitive position and harm our business and operating results, including forcing us to, among other things, rebrand or re-design our affected products. Moreover, our patents and patent applications may only cover particular aspects of our products, and competitors and other third parties may be able to circumvent or design around our patents. Competitors may develop and obtain patent protection for more effective technologies, designs or methods. There can be no assurance that third parties will not create new products or methods that achieve similar or better results without infringing upon

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patents we own. If these developments were to occur, it could have an adverse effect on our sales or market position.

In countries where we have not applied for patent protection or trademark or other intellectual property registration or where effective patent, trademark, trade secret, and other intellectual property laws and judicial systems may not be available to the same extent as in the United States, we may be at greater risk that our proprietary rights will be circumvented, misappropriated, infringed or otherwise violated. Filing, prosecuting, maintaining and defending our intellectual property in all countries throughout the world is prohibitively expensive, and we may choose to forego such activities in some applicable jurisdictions. The lack of adequate legal protections of intellectual property or failure of legal remedies or related actions in jurisdictions outside of the United States could have a material adverse effect on our business, financial condition, results of operations and prospects.

We have initiated, and may in the future need to initiate, infringement claims or litigation in order to try to protect or enforce our intellectual property rights. Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming and may divert the efforts of our management and other personnel, which could harm our business, whether or not such litigation results in a determination favorable to us. Litigation also puts our patents or other intellectual property at risk of being invalidated or interpreted narrowly and our patent applications or applications for other intellectual property registrations at risk of not issuing. Additionally, any enforcement of our patents or other intellectual property may provoke third parties to assert counterclaims against us. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We rely heavily on nondisclosure agreements to protect the unpatented know-how, technology, and other proprietary information on which we rely to maintain our competitive position. However, trade secrets and know-how can be difficult to protect. We cannot guarantee that we have entered into such agreements with each party that has or may have had access to our proprietary information, know-how, technology and trade secrets, including third-party manufacturers, other suppliers, customers, other stakeholders involved in solar projects, or other business partners or prospective partners. Moreover, no assurance can be given that these agreements will be effective in controlling access to, distribution, use, misuse, misappropriation or disclosure of our proprietary information, know-how and trade secrets. These agreements may be breached, and we may not have adequate remedies for any such breach. Further, these agreements may not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours. Any of the foregoing could have a material adverse effect on our business and competitive position.

We use “open source” software, and any failure to comply with the terms of one or more open source licenses could adversely affect our business.

Our products and services use certain software licensed by its authors or other third parties under so-called “open source” licenses. Some of these open source licenses may contain requirements that we make available source code for modifications or derivative works that we create based upon the open source software, and that we license such modifications or derivative works under the terms of a particular open source license or other license granting third parties rights with respect to such software. In certain circumstances, if we combine our proprietary software with certain open source software, we could be required to release the source code for such proprietary software. Additionally, to the extent that we do not comply with the terms of the open source licenses to which we are subject, or such terms are interpreted by a court in a manner different than our own interpretation of such terms, then we may be required to disclose certain of our proprietary software or take

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other actions that could adversely impact our business. Further, the use of open source software can lead to vulnerabilities that may make our software susceptible to attack, and open source licenses generally do not provide warranties or controls on the origin of the software. While we attempt to utilize open source software in a manner that helps alleviate these risks, our attempts may not be successful.

Cybersecurity or other data incidents, including unauthorized disclosure of personal or sensitive data or theft of confidential information could harm our business.

Cybersecurity attacks designed to gain access to personal, sensitive or confidential information data or disrupt operations are constantly evolving, and high profile cybersecurity breaches leading to unauthorized disclosure of confidential information, including trade secrets, as well as breaches of personal data, have occurred recently at a number of major U.S. companies, including in the energy, manufacturing and technology sectors. Our or our third party vendors’ computer systems are potentially vulnerable to cyber incidents and attacks, including malicious intrusion, ransomware attacks, and other system disruptions cause by unauthorized third parties. Attempts by computer hackers or other unauthorized third parties to penetrate or otherwise gain access to our computer systems or the systems of third parties with which we do business may result in the misappropriation, corruption, unavailability, or loss of data assets and business interruption. Hardware, software or applications we utilize may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. In addition, our employees, contractors or third parties with which we do business or to which we outsource business operations may attempt to circumvent our security measures in order to misappropriate such information and data, and may purposefully or inadvertently cause a breach or other compromise involving such information and data. We increasingly rely on commercially available systems, software, sensors, tools (including encryption technology) and monitoring to provide security and oversight for processing, transmission, storage and protection of confidential information and personal data. Despite advances in security hardware, software and encryption technologies, and our own information security program and safeguards, there is no guarantee that our defenses and program will be adequate to safeguard against all data security breaches, cybersecurity attacks, misappropriation of confidential information or misuses of personal data. Moreover, because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, we and our suppliers may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures. We may also experience security breaches and other incidents that may remain undetected for an extended period and therefore may have a greater impact on our products and the networks and systems used in our business.

We regularly defend against and respond to data security incidents. We expect to incur significant costs in our efforts to detect and prevent security breaches and other security-related incidents, and we may face increased costs in the event of an actual or perceived security breach or other security-related incident. Despite our precautions, our facilities and systems, and those of third parties with which we do business, may be vulnerable to security breaches, acts of vandalism and theft, malicious code, such as computer viruses, malware, and ransomware, misplaced or lost data, programming and/or human errors or other similar events, and there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this type of confidential information and personal data. A security breach or cyber incident in our systems (or in the systems of third parties with which we do business) could result in the unauthorized release of personally identifiable information regarding employees or other individuals or other sensitive data, serious disruption of our operations, financial losses from containment and remedial actions, loss of business or potential liability, including possible punitive damages. As a result of cybersecurity incidents, we could be subject to demands, claims and litigation by private parties, and investigations, related actions and penalties by regulatory authorities, along with potential costs of notification to impacted individuals. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our

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reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business, financial condition and results of operations.

In addition, as the regulatory environment relating to retailers and other companies’ obligation to protect such sensitive data becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could result in additional costs, and a material failure on our part to comply could subject us to fines or other regulatory sanctions and potentially to lawsuits.

Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to privacy, data protection, cybersecurity and advertising could adversely affect our business, financial condition, results of operations and prospects.

Laws, regulations and industry standards relating to privacy, data protection, cybersecurity and advertising are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations, standards, requirements and obligations. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or information security could adversely affect our reputation, brand and business, and may result in claims, fines, penalties, investigations, proceedings or actions against us by governmental entities, customers, suppliers or others or other liabilities or may require us to change our operations and/or cease using certain data.

Any such claims, proceedings, investigations or actions could harm our reputation, brand and business, force us to incur significant expenses in defense of such claims, proceedings, investigations or actions, distract our management, increase our costs of doing business, result in a loss of customers or suppliers and result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs and consequences of non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business.

Federal, state and foreign governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. The EU has also proposed the draft ePrivacy Regulation, which will replace both the ePrivacy Directive and all the national laws implementing this Directive. The ePrivacy Regulation, as proposed, would impose strict opt-in marketing rules, change rules about cookies, web beacons and related technologies and significantly increase penalties for violations. It would also retain the additional consent conditions under the EU General Data Protection Regulation (2016/679) (“EU GDPR”). The regulation of the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new customers on cost-effective terms and, consequently, materially and adversely affect our business, financial condition and results of operations.

We are subject to a variety of laws and regulations in the U.S. and abroad that involve matters central to our business, including privacy and data protection. Many of these laws and regulations are still evolving and being tested in courts and could be interpreted or applied in ways that could harm our business, particularly in the new and rapidly evolving industry in which we operate. For example, in June 2018, the State of California

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enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which came into effect on January 1, 2020. The CCPA requires companies that process information relating to California residents to implement additional data security measures, to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of certain data sharing with third parties. In addition, the CCPA provides for civil penalties and allows private lawsuits from California residents in the event of certain data breaches. Additionally, a new ballot initiative, the California Privacy Rights Act, was approved by popular referendum in 2020 to amend the CCPA and impose additional data protection obligations on companies doing business in California. The majority of the provisions are effective as of January 1, 2023, and additional compliance investment and potential business process changes may be required. Similar laws have passed in other states, including Connecticut, Colorado, Utah and Virginia, complicating the compliance landscape, and more privacy laws have been proposed in other states and at the federal level. If passed, such laws may have potentially conflicting requirements that would make compliance challenging.

The European Economic Area (comprised of the EU member states and Iceland, Liechtenstein and Norway) and the UK have imposed greater legal and regulatory obligations on companies regarding the processing of personal data. It is difficult to predict how existing laws and regulations will be applied to our business and the new laws and regulations to which we may become subject, and it is possible that they may be interpreted and applied in a manner that is inconsistent with our current operating practices. For example, in July 2020, the Court of Justice of the E.U. invalidated the EU-U.S. Privacy Shield Framework, and created additional considerations and complexities for the use of several other lawful transfer methods. Existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products and services, significantly increase our operating costs, require significant time and attention of management and technical personnel and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices. For example, administrative fines of up to the greater of €20 million and 4% of our global turnover can be imposed for breaches of the EU GDPR.

Each of these privacy, security and data protection laws and regulations, and any other such changes or new laws or regulations, could impose significant limitations, require changes to our business, or restrict our use or storage of certain data, which may increase our compliance expenses and make our business more costly or less efficient to conduct. In addition, any such changes could compromise our ability to develop an adequate marketing strategy and pursue our growth strategy effectively.

Any failure to comply with applicable laws or other obligations or any security incident or breach involving the misappropriation, unavailability, corruption, or loss or other unauthorized processing, use or disclosure of sensitive or confidential consumer or other personal information, whether by us, one of our third-party service providers or vendors or another third party, could have adverse effects, including, but not limited to, investigation costs; material fines and penalties; compensatory, special, punitive and statutory damages; litigation; consent orders regarding our privacy, data protection, and security practices; requirements that we provide notices, credit monitoring services and/or credit restoration services or other relevant services to impacted individuals; reputational damage; and injunctive relief. We cannot assure you that our vendors or other third-party service providers with access to our or our customers’ or employees’ personally identifiable and other sensitive or confidential information in relation to which we are responsible will not breach contractual obligations imposed by us, or that they will not experience data security breaches, which could have a corresponding effect on our business, including putting us in breach of our obligations under privacy laws and regulations and/or which could in turn adversely affect our business, results of operations and financial condition. We also cannot assure you that our contractual measures and our own privacy, data protection, and security-related safeguards will protect us from the risks associated with the third-party processing, use, storage and transmission of such information. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

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We invest significant time, resources and management attention to identifying and developing project leads that are subject to our sales and marketing focus and if we are unsuccessful in converting such project leads into binding purchase orders, our business or results of operations could be materially adversely affected.

The commercial contracting and bidding process for solar project development is long and has multiple steps and uncertainties. We closely monitor the development of potential sales leads through this process. Project leads may fail to be converted into binding purchase orders at any stage of the bidding process because either (i) a competitors’ product is selected to fulfill some or all of the order due to price, functionality or other reasons or (ii) the project does not progress to the stage involving the purchase of tracker systems. In addition, there is also a risk that a project that we have been awarded will not be converted into a binding purchase order. If we fail to convert a significant number of project leads that are subject to our sales and marketing focus into binding purchase orders, our business or results of operations could be materially adversely affected.

Our growth depends in part on the success of our strategic relationships with third parties who provide us with valuable customer feedback that helps guide our innovation.

In order to continue to win business, we must maintain and enhance our long-term strategic relationships with leading EPCs, developers and owners and operators of solar projects. These relationships enable us to serve as strategic advisors to each of these stakeholders in a solar project and provide us with valuable customer feedback that allows us to innovate on our products to meet the demands of our customers. Any loss of these relationships could result in the potential loss of new projects which could have a material adverse effect on our financial condition and results of operations.

We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs, and prevent us from selling or using the technology to which such rights relate.

Our competitors and other third parties hold numerous patents related to technology used in our industry, and may hold or obtain patents, copyrights, trademarks or other intellectual property rights that could prevent, limit, or interfere with our ability to make, use, develop, sell or market our products and services, which could make it more difficult for us to operate our business. From time to time we may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation. Regardless of their merit, responding to such claims can be time consuming, can divert management’s attention and resources, and may cause us to incur significant expenses in litigation or settlement, and we cannot be certain that we would be successful in defending against any such claims in litigation or other proceedings. If we do not successfully defend or settle an intellectual property claim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content or brands, and from making, selling or incorporating certain components or intellectual property into the products and services we offer. As a result, we could be forced to redesign our products and services, and/or to establish and maintain alternative branding for our products and services. To avoid litigation or being prohibited from marketing or selling the relevant products or services, we could seek a license from the applicable third party, which could require us to pay significant royalties, licensing fees, or other payments, increasing our operating expenses. If a license is not available at all or not available on reasonable terms, we may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense. If we cannot license or develop a non-violating alternative, we would be forced to limit or stop sales of our offerings and may be unable to effectively compete. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Any of these results could materially and adversely affect our business, financial condition, results of operations and prospects. Finally, any litigation or

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claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be subject to claims that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

Many of our employees and consultants are currently or were previously employed at other companies in our field, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer. Litigation may be necessary to defend against these claims. If we fail to successfully defend any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation would result in substantial costs and be a distraction to management.

In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties or defend claims that they may bring against us to determine the ownership of what we regard as our intellectual property. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

Inadequacy of our insurance coverage could have a material and adverse effect on our business, financial condition and results of operations.

We maintain third party insurance coverage against various liability risks and risks of loss, including general liability, auto liability, property, cargo, errors and omissions, data security breach, crime and directors’ and officers’ liability. Potential liabilities or other loss associated with these risks or other events could exceed the coverage provided by such arrangements resulting in significant uninsured liabilities or other loss, which could have a material adverse effect on our business, financial condition and results of operations.

Failure by our manufacturers or our component or raw material suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business.

We do not control our manufacturers or suppliers or their business practices. Accordingly, we cannot guarantee that they follow ethical business practices such as fair wage practices and compliance with environmental, safety, labor and other laws. A lack of demonstrated compliance could lead us to seek alternative manufacturers or suppliers, which could increase our costs and result in delayed delivery of our products, product shortages or other disruptions of our operations. Violation of labor or other laws by our manufacturers or suppliers or the divergence of their labor or other practices from those generally accepted as ethical could also attract negative publicity for us and harm our reputation and business.

We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws.

The FCPA generally prohibits companies and their intermediaries from making, promising, authorizing or offering improper payments or other things of value to foreign government officials for the purpose of obtaining or retaining business. The FCPA also requires that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. Other countries in which we

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operate also have anti-bribery laws, some of which prohibit improper payments to government and non-government persons and entities. Our policies mandate compliance with these anti-bribery laws. However, we currently operate in and intend to further expand into many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. It is possible that our third party manufacturers, other suppliers, employees, subcontractors, agents or partners may take actions in violation of our policies or applicable anti-bribery laws. Any such violation, even if unauthorized and prohibited by our policies, could subject us to investigations, settlements, criminal or civil penalties or other sanctions, or negative media coverage, which could have a material adverse effect on our business, financial condition, cash flows and reputation.

We may incur obligations, liabilities or costs under environmental, health and safety laws, which could have an adverse impact on our business, financial condition and results of operations.

Our suppliers’ operations involve the use, handling, generation, storage, discharge and disposal of hazardous substances, chemicals and wastes. As a result, our suppliers are required to comply with national, state and local laws and regulations regarding the protection of the environment and health and safety. We are also required to comply with general national, state, local and foreign health and safety laws and regulations in every location that we have operations, employees and workers. Adoption of more stringent laws and regulations in the future, including restriction or prohibition on the use of raw materials currently utilized by our suppliers to manufacture products, could cause our suppliers to incur additional costs, which could increase the cost we pay for their products. Moreover, new environmental laws requiring changes to our suppliers’ use of raw materials could adversely impact the quality or performance of products we currently purchase. In addition, violations of, or liabilities under, these laws and regulations by our suppliers could result in our being subject to adverse publicity, reputational damage, substantial fines, penalties, criminal proceedings, third-party property damage or personal injury claims, cleanup costs or other costs. Further, the facilities of our suppliers, including suppliers who manufacture our products, components and materials, are located on properties with a history of use involving hazardous materials, chemicals and wastes and may be contaminated. We may become liable under certain environmental laws and regulations for costs to investigate or remediate contamination at such properties and under common law for bodily injury or property damage claims arising from the alleged impact of such contamination. Liability under environmental laws and regulations for investigating and remediating contamination can be imposed on a joint and several basis and without regard to fault or the legality of the activities giving rise to the contamination conditions. In addition, future developments such as more aggressive enforcement policies from the Biden administration, relevant foreign authorities or the discovery of presently unknown environmental conditions may require expenditures that could have an adverse effect on our business, financial condition and results of operations.

Failure to effectively utilize information technology systems or implement new technologies could disrupt our business or reduce our sales or profitability.

We rely extensively on various information technology systems, including data centers, hardware, software, sensors and applications to manage many aspects of our business, including to operate and provide our products and services, to process and record transactions, to enable effective communication systems, to track inventory flow, to manage logistics and to generate performance and financial reports. We are dependent on the integrity, security and consistent operations of these systems and related back-up systems. Our computer and information technology systems and the third-party systems we rely upon are also subject to damage or interruption from a number of causes, including power outages; computer and telecommunications failures; malicious code such as computer viruses, malware, and ransomware; phishing or distributed denial-of-service attacks; security breaches; cyber-attacks; catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes; acts of war or terrorism and design or usage errors by our employees or contractors.

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Compromises, interruptions or shutdowns of our systems, including those managed by third parties, whether intentional or inadvertent, could lead to delays in our business operations and, if significant or extreme, affect our results of operations.

From time to time, our systems require modifications and updates, including by adding new hardware, software, sensors and applications; maintaining, updating or replacing legacy programs; and integrating new service providers, and adding enhanced or new functionality. Although we are actively selecting systems and vendors and implementing procedures to enable us to maintain the integrity of our systems when we modify them, there are inherent risks associated with modifying or replacing systems, and with new or changed relationships, including accurately capturing and maintaining data, realizing the expected benefit of the change and managing the potential disruption of the operation of the systems as the changes are implemented. Potential issues associated with implementation of these technology initiatives could reduce the efficiency of our operations in the short term. In addition, any interruption in the operation of our websites or systems could cause us to suffer reputational harm or to lose sales if customers are unable to access our site or purchase merchandise from us during such interruption. The efficient operation and successful growth of our business depends upon our information technology systems. The failure of our information technology systems and the third party systems we rely on to perform as designed, or our failure to implement and operate them effectively, could disrupt our business or subject us to liability and thereby have a material adverse effect on our business, financial condition, results of operations and prospects.

Fluctuations in foreign currency exchange rates could increase our operating costs and impact our business.

The majority of our sales and cash are denominated in U.S. dollars. Fluctuations in exchange rates, particularly between the U.S. dollar and the Brazilian real, Mexican peso, Australian dollar, Chilean peso and Euro, may result in foreign exchange gains or losses. We, directly or through third parties, service certain customer contracts located in various parts of the world, including Brazil, Mexico, Australia, Chile and Europe, that may have a portion of our costs denominated in currencies other than the U.S. dollar. As a result, we are exposed to fluctuations in these currencies impacting our operating results.

Currency exchange rates fluctuate daily as a result of a number of factors, including changes in a country’s political and economic policies. The primary impact of currency exchange fluctuations is on cash, payables and expenses related to transactions in currencies denominated in other than the U.S. dollar. As part of our currency hedging strategy, we may use financial instruments such as forward exchange, swap contracts and options to hedge our foreign currency exposure in order to reduce the short-term impact of foreign currency rate fluctuations on our operating results. If our hedging activities are not successful or if we change or reduce these hedging activities in the future, we may experience unexpected fluctuations in our operating results as a result of changes in exchange rates.

Furthermore, volatility in foreign exchange rates affects our ability to plan our pricing strategy. To the extent that we are unable to pass along increased costs and other financial effects resulting from exchange rate fluctuations to our customers, our profitability may be adversely impacted. Additionally, the COVID-19 pandemic could contribute to foreign currency volatility. As a result, fluctuations in non-U.S. dollar currencies and the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations.

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Risks related to the Transactions and our relationship with Flex

We have no history of operating as a separate, publicly-traded company, and our historical and pro forma financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

Our historical and pro forma financial information included in this prospectus is derived from the consolidated financial statements and accounting records of Flex. Accordingly, the historical and pro forma financial information included in this prospectus does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly-traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below:

• Prior to the Transactions, our businesses have been operated by Flex as part of its broader corporate organization, rather than as a separate, publicly-traded company. Flex or one of its affiliates performed various business functions for us such as legal, finance, treasury, accounting, auditing, tax, human resources, investor relations, corporate affairs, compliance support, logistics and bonding support, procurement and planning services, as well as the provision of leased facilities and business software and IT systems. Our historical and pro forma financial results reflect allocations of corporate expenses from Flex or autonomous entity adjustments for such functions and may be different than the expenses we would have incurred had we operated as a separate publicly-traded company. Following the Transactions, our cost related to such functions may therefore increase.

• Currently, certain aspects of our businesses are integrated with the other businesses of Flex. Historically, we have shared economies of scope and scale in costs, employees and vendor relationships. Although we will enter into transition agreements with Flex, these arrangements may not fully capture the benefits that we have enjoyed as a result of being integrated with Flex and may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition following the completion of the Transactions. In addition, we currently operate, and plan to continue to operate, our business in Brazil indirectly through Flex or its subsidiaries. Those Flex entities are the direct contracting parties with respect to our business in Brazil and we receive the benefits of those arrangements from the relevant Flex entity. If we are unable to continue to operate our business in Brazil through Flex and its subsidiaries, we would need to establish alternative arrangements, and any such alternative arrangements, if available, may cause us to incur additional costs relating to that business.

• Generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Flex. In connection with the Transactions, we expect to incur a substantial amount of indebtedness in the form of senior credit facilities comprised of (i) a term loan in an aggregate principal amount of $150.0 million, and (ii) a revolving credit facility in an aggregate principal amount of $500.0 million (the “2023 Credit Agreement”). See “Description of indebtedness” elsewhere in this prospectus. In addition, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements.

• After the completion of the Transactions, including this offering, the cost of capital for our businesses may be higher than Flex’s cost of capital prior to the Transactions.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from Flex. For additional information about the past financial performance of our businesses and the basis of presentation of the historical combined financial statements and the unaudited pro forma condensed combined financial statements of our businesses, refer to the sections entitled “Unaudited pro forma condensed combined financial statements,” “Selected historical combined

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financial data,” “Management’s discussion and analysis of financial condition and results of operations” and the unaudited condensed combined financial statements and audited combined financial statements and accompanying notes included elsewhere in this prospectus.

As a separate, publicly-traded company, we may not enjoy the same benefits that we did as a part of Flex.

There is a risk that, by separating from Flex, we may become more susceptible to market fluctuations and other adverse events than we would have been if we were still a part of the current Flex organizational structure. As part of Flex, we have been able to enjoy certain benefits from Flex’s creditworthiness, purchasing power and operating diversity, such as our business in Brazil that we operate indirectly through Flex or its subsidiaries. As a separate, publicly-traded company, we generally will not have similar benefits provided by Flex. Additionally, as part of Flex, we have been able to leverage the Flex historical market reputation and performance and brand identity to recruit and retain key personnel to run our business. As a separate, publicly-traded company, we will not have the same historical market reputation and performance or brand identity as Flex and it may be more difficult for us to recruit or retain such key personnel.

Our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly-traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.

We have historically operated as a wholly-owned subsidiary of Flex. Following the Transactions, some of our customers, prospective customers, suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly-traded company is insufficient to satisfy their requirements for doing or continuing to do business with them, or may require us to provide additional credit support, such as letters of credit or other financial guarantees. Any failure of parties to be satisfied with our financial stability could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Following the Transactions, including this offering, Flex will continue to control the direction of our business, and the concentrated ownership of our common stock may prevent you and other stockholders from influencing significant decisions.

Immediately following the completion of this offering, Flex, directly or indirectly through Yuma and Yuma Sub, will own 95,791,805 shares of our Class B common stock, representing approximately 65.96% of the total outstanding shares of our common stock (or 92,303,433 shares of Class B common stock, representing approximately 63.56% of the total outstanding shares of our common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As long as Flex beneficially owns a majority of the total outstanding shares of our common stock, it will generally be able to determine the outcome of all corporate actions requiring stockholder approval, including the election and removal of directors. If Flex does not sell or otherwise dispose of its shares of our common stock, it would remain our controlling stockholder indefinitely.

Moreover, pursuant to the separation agreement, for so long as Flex beneficially owns a majority of the total voting power of our outstanding shares with respect to the election of directors, Flex has the right, but not the obligation, to designate for nomination a majority of the directors (including the chairman of our board of directors) and a majority of the members of any committee of the board. In addition, Flex has the right, but not the obligation, to nominate (i) 40% of our directors, as long as it beneficially owns 40% or more, but less than 50% of the combined voting power of our outstanding common stock, (ii) 40% of our directors, as long as it beneficially owns 30% or more, but less than 40% of the combined voting power of our outstanding common stock, (iii) 30% of our directors, as long as it beneficially owns 20% or more, but less than 30% of the combined voting power of our outstanding common stock, and (iv) 20% of our directors, as long as it beneficially owns 10% or more, but less than 20% of the combined voting power of our outstanding common stock. For so long as Flex beneficially owns

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less than a majority but at least 5% of the total voting power of our outstanding common stock with respect to the election of directors, Flex is entitled to include at least one of its designees on each committee of the board.

Flex’s interests may not be the same as, or may conflict with, the interests of our other stockholders. Investors in this offering will not be able to affect the outcome of any stockholder vote while Flex controls the majority of the total outstanding shares of our common stock. As a result, Flex will be able to control, directly or indirectly and subject to applicable law, all matters affecting us, including, but not limited to, the following:

• any determination with respect to our business direction and policies, including the appointment and removal of officers and directors;

• any determinations with respect to mergers, business combinations or disposition of assets;

• our financing and dividend policy;

• compensation and benefit programs and other human resources policy decisions;

• termination of, changes to or determinations under our agreements with Flex relating to the Transactions;

• changes to any other agreements that may adversely affect us;

• the payment of dividends on our Class A common stock; and

• determinations with respect to our tax returns.

Because Flex’s interests may differ from ours or from those of our other stockholders, actions that Flex takes with respect to us, as our controlling stockholder, may not be favorable to us or our other stockholders.

If Flex sells its retained beneficial interest in the LLC to a third party in a private transaction, you may not realize any change-of-control premium on shares of our Class A common stock and we may become subject to the control of a presently unknown third party.

Following the completion of this offering, Flex will continue to own a controlling equity interest in our Company via its retained majority beneficial interest in the LLC and ownership of our Class B common stock. Flex will have the ability, should it choose to do so, to sell some or all of its retained beneficial interest in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of our Company.

The ability of Flex to privately sell its retained beneficial interest, with no requirement for a concurrent offer to be made to acquire all of the shares of our Class A common stock that will be publicly traded hereafter, could prevent you from realizing any change-of-control premium on your shares of our Class A common stock that may otherwise accrue to Flex on its private sale of its retained beneficial interest in the LLC. Additionally, if Flex privately sells its controlling interest in our Company, we may become subject to the control of a presently unknown third party. Such third party may have conflicts of interest with those of other stockholders. In addition, if Flex sells a controlling interest in our Company to a third party, our future indebtedness may be subject to acceleration, Flex may terminate the transitional arrangements, and our other commercial agreements and relationships could be impacted, all of which may adversely affect our ability to run our business as described herein and may have an adverse effect on our operating results and financial condition.

The continued concentrated ownership of our common stock could depress our Class A common stock price.

Immediately following the completion of this offering, Flex, directly or indirectly through Yuma and Yuma Sub, will own 95,791,805 shares of our Class B common stock, representing approximately 65.96% of the total outstanding shares of our common stock (or 92,303,433 shares of Class B common stock, representing approximately 63.56% of the total outstanding shares of our common stock if the underwriters exercise in full

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their option to purchase additional shares of Class A common stock). The liquidity of shares of our Class A common stock in the market may be constrained for as long as Flex continues to hold a significant position in our common stock. A lack of liquidity in our Class A common stock could depress the price of our Class A common stock.

We will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, Flex will indirectly hold 65.96% of the total outstanding shares of our common stock (approximately 63.56% of the total outstanding shares of our common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under these rules, a listed company of which more than 50% of the total voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our board of directors consist of independent directors;

• the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate;

• the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of our nominating and corporate governance and compensation committees.

Following this offering, we intend to utilize certain of these exemptions. As a result, we do not expect that a majority of the directors on our board will be independent upon completion of this offering. In addition, we do not expect that the nominating and corporate governance committee or the compensation committee (or, until required by the applicable requirements of Nasdaq, the audit committee) will consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We expect that Flex and its directors and officers will have limited liability to us or you for breach of fiduciary duty.

Our amended and restated certificate of incorporation will provide that, subject to any contractual provision to the contrary, Flex and its directors and officers will have no obligation to refrain from engaging in the same or similar business activities or lines of business as we do or doing business with any of our clients, customers or vendors. As such, neither Flex nor any officer or director of Flex will be liable to us or to our stockholders for breach of any fiduciary duty by reason of any of these activities.

Potential indemnification liabilities to Flex pursuant to the separation agreement could materially and adversely affect our businesses, financial condition, results of operations and cash flows.

The separation agreement, among other things, provides for indemnification obligations (for uncapped amounts) designed to make us financially responsible for substantially all liabilities that may exist relating to our business activities, whether incurred prior to or after the separation. If we are required to indemnify Flex under the circumstances set forth in the separation agreement, we may be subject to substantial liabilities. For

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additional information, refer to the section entitled “Certain relationships and related party transactions—Agreements with Flex—The separation agreement—Release of claims and indemnification.”

In connection with our separation from Flex, Flex will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Flex’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation agreement and certain other agreements with Flex, Flex has agreed to indemnify us for certain liabilities as discussed further in the section entitled “Certain relationships and related party transactions.” However, third parties could also seek to hold us responsible for any of the liabilities that Flex has agreed to retain, and there can be no assurance that the indemnity from Flex will be sufficient to protect us against the full amount of such liabilities, or that Flex will be able to fully satisfy its indemnification obligations. In addition, Flex’s insurance will not necessarily be available to us for liabilities associated with occurrences of indemnified liabilities prior to the separation, and in any event Flex’s insurers may deny coverage to us for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if we ultimately succeed in recovering from Flex or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could have a material adverse effect on our businesses, financial position, results of operations and cash flows.

Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Flex. Also, certain of Flex’s current officers also serve as our directors, which may create conflicts of interest or the appearance of conflicts of interest.

Because of their current or former positions with Flex, certain of our executive officers and directors own equity interests in Flex. Continuing ownership of Flex ordinary shares and equity awards could create, or appear to create, potential conflicts of interest if we and Flex face decisions that could have implications for both Flex and us. In addition, certain of Flex’s current directors and officers also serve as our directors, and this could create, or appear to create, potential conflicts of interest when we and Flex encounter opportunities or face decisions that could have implications for both companies in connection with the allocation of such directors’ time between Flex and us.

Flex may compete with us.

Notwithstanding Flex’s continued ownership and control of the Company, Flex will not be restricted from competing with us. If Flex in the future decides to engage in the type of business we conduct, it may have a competitive advantage over us, which may cause our business, financial condition and results of operations to be materially adversely affected.

We may not achieve some or all of the expected benefits of being a separate, publicly-traded company.

We may not be able to achieve the full strategic and financial benefits expected to result from being a separate, publicly-traded company, or such benefits may be delayed or not occur at all. Being a separate, publicly-traded company is expected to provide the following benefits, among others:

• Allows investors to separately value Flex and us based on their distinct investment identities. Our business fundamentally differs from Flex’s other businesses in several respects, as Flex’s primary focus is contract manufacturing for multiple industries in contrast to our focus on selling proprietary products for utility-scale solar power plants. Being a separate, publicly-traded company enables investors to evaluate the merits, performance and future prospects of each company’s respective businesses and to invest in each company separately based on their distinct characteristics.

• Allows us and Flex to more effectively pursue our and Flex’s distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and

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profitability. For example, while our management will be enabled to focus exclusively on our businesses, the management of Flex will be able to grow its businesses. Our and Flex’s separate management teams will also be able to focus on executing the companies’ differing strategic plans without diverting attention from the other businesses.

• Permits each company to concentrate its financial resources solely on its own operations without having to compete with each other for investment capital, providing each company with greater flexibility to invest capital in its businesses in a time and manner appropriate for its distinct strategy and business needs.

• Creates an independent equity structure that will afford us direct access to the capital markets and facilitate our ability to capitalize on our unique growth opportunities.

We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:

• As previously part of Flex, our businesses benefited from Flex’s size and purchasing power in procuring certain goods and services. As a separate, publicly-traded company, we may be unable to obtain these goods, services and technologies at prices or on terms as favorable as those Flex obtained prior to the separation. We may also incur costs for certain business functions previously performed by Flex that are higher than the amounts reflected in our historical financial statements, which could cause our profitability to decrease.

• The actions required to separate our and Flex’s respective businesses will require significant amounts of our management’s time and effort, which could disrupt our operations.

• Certain costs and liabilities that were otherwise less significant to Flex as a whole are more significant for us and Flex as separate companies.

• We have incurred costs in connection with the transition to being a separate, publicly-traded company that include additional personnel costs, corporate governance costs (including director and officer insurance costs) and audit, consulting, legal and other professional services fees.

• As a separate, publicly-traded company, we may be more susceptible to market fluctuations and other adverse events than if we were still fully integrated with Flex.

• Our businesses are less diversified than Flex’s combined businesses prior to the separation.

If we fail to achieve some or all of the benefits expected to result from being a publicly-traded company, or if such benefits are delayed, our businesses, operating results and financial condition could be materially and adversely affected.

We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Flex.

The agreements we have entered into or will enter into with Flex and certain of its subsidiaries in connection with the separation, including the separation agreement, transition services agreement, employee matters agreement, merger agreement, tax matters agreement, Tax Receivable Agreement, registration rights agreement and certain commercial agreements were prepared in the context of our separation from Flex while we were still a subsidiary of Flex.

Accordingly, during the period in which the terms of those agreements were prepared, we did not have a separate or independent board of directors or a management team that was separate from or independent of Flex. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties. Arm’s-length negotiations between Flex and an unaffiliated third party in another form of transaction, such as a buyer in a sale of a business transaction, may

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have resulted in more favorable terms to the unaffiliated third party. For additional information, refer to the section entitled “Certain relationships and related party transactions.”

We may be required to effect the Merger and the other transactions contemplated by the merger agreement or certain distributions or other dispositions under the separation agreement following this offering, and our stockholders following this offering will have no right to approve or disapprove of the Merger or such other transactions, including the issuance of shares of our Class A common stock to the holders of Yuma common stock in connection with the Merger or such other transactions.

Prior to this offering, we and each of Flex, Yuma and Merger Sub, and our stockholders and the stockholders of each of Yuma and Merger Sub, have approved the merger agreement and the transactions contemplated by the merger agreement, including the Merger and the issuance of our Class A common stock to the holders of Yuma common stock in connection with the Merger. As a result, our stockholders following this offering will have no right to approve or disapprove of the Merger or the other transactions contemplated by the merger agreement or the issuance of shares of our Class A common stock to the holders of Yuma common stock in connection with the Merger. Further, our stockholders following this offering will have no right to appraisal under Section 262 of the DGCL or otherwise in connection with the Merger or the other transactions contemplated by the merger agreement.

We have also committed to take various other actions following this offering pursuant to the merger agreement (which actions are subject to Flex exercising its option, in its sole discretion, to effect the Merger and the other transactions contemplated by the merger agreement), including the registration under the Securities Act of the shares of our Class A common stock issuable to the holders of Yuma common stock in connection with the Merger.

Further, pursuant to the separation agreement, we and the LLC have also committed to take various other actions following this offering with respect to a Distribution or Other Distribution (which actions are subject to Flex exercising its option, in its sole discretion, to effect such Distribution or Other Distribution contemplated by the separation agreement), including the registration under the Securities Act of the shares of our Class A common stock issuable to the holders of Yuma common stock in connection with such Distribution or Other Distribution.

Flex has no obligation (pursuant to the merger agreement or otherwise) to pursue or consummate any further distribution or disposition of its retained beneficial interest in the LLC, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, by any specified date or at all. As a result, the timing of the Merger and the other transactions contemplated by the merger agreement is uncertain, and subject to Flex’s sole discretion. Accordingly, we have no certainty when such transactions (and the effectiveness of our related obligations under the separation agreement and the merger agreement) will occur following this offering or if they will occur at all.

In the event that Flex determines to effect all or part of a tax-free or other distribution or disposition of its retained beneficial interest in the LLC (including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger), Flex may no longer own more than 50% of the combined voting power of our outstanding common stock and we may no longer be a “controlled company” within the meaning of the rules of Nasdaq.

Upon completion of this offering we will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. See the section entitled “Management—Controlled company exemption.”

Further, we have entered into the separation agreement with Flex, which gives Flex the right to nominate a majority of our directors and a majority of the members of our board committees after the consummation of this offering as long as our controlling stockholder beneficially owns 50% or more of the total voting power of

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our outstanding common stock and specifies how our controlling stockholder’s nomination rights shall decrease as our controlling stockholder’s beneficial ownership of our common stock also decreases. See the section entitled “Certain relationships and related party transactions—Separation agreement—Board and committee representation.”

In the event that Flex determines to proceed with all or part of a tax-free or other distribution or disposition of its retained beneficial interest in the LLC (including a Distribution or Other Disposition or the Merger Distribution and the Merger), Flex may no longer own more than 50% of the combined voting power of our outstanding common stock. As a result, among other matters, Flex may no longer hold the right as our controlling stockholder to nominate a majority of our directors and a majority of the members of our board committees and we may no longer be a “controlled company” within the meaning of the rules of Nasdaq and permitted to rely on exemptions from certain corporate governance requirements.

Flex has no obligation (pursuant to the merger agreement or otherwise) to pursue or consummate any further distribution or disposition of its retained beneficial interest in the LLC, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, by any specified date or at all. Accordingly, Flex’s status as our controlling stockholder (and its associated rights with respect thereto) and our status as a “controlled company” is uncertain and subject to change at Flex’s sole discretion, including as a result of the exercise of Flex’s rights under the separation agreement or the merger agreement.

We or Flex may fail to perform under various transaction agreements that have been or will be executed as part of the Transactions or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

The separation agreement and other agreements that have been or will be entered into in connection with the Transactions determine the allocation of assets and liabilities between the companies following the separation for those respective areas and include related indemnifications related to liabilities and obligations. The transition services agreement we entered into with Flex provides for the performance of certain services by each company for the benefit of the other for a period of time after the separation. We have relied and will continue to rely on Flex to satisfy its performance and payment obligations under these agreements. If Flex is unable to satisfy its obligations under these agreements, including its indemnification obligations, we could incur operational difficulties or losses. If we do not have in place our own systems and services, or if we do not have agreements with other providers of these services once certain transaction agreements expire, we may not be able to operate our businesses effectively and our profitability may decline. We are in the process of creating our own, or engaging third parties to provide, systems and services to replace many of the systems and services that Flex currently provides to us. However, we may not be successful in implementing these systems and services or in transitioning data from Flex’s systems to us.

In addition, we expect this process to be complex, time-consuming and costly. We are also establishing or expanding our own corporate and business functions to be separate from Flex. We expect to incur one-time costs to replicate, or outsource from other providers, these corporate functions to replace the corporate services that Flex historically provided us prior to the separation. Any failure or significant downtime in our own financial, administrative or other support systems or in the Flex financial, administrative or other support systems during the transitional period when Flex provides us with support could negatively impact our results of operations or prevent us from paying our suppliers and employees, executing business combinations and foreign currency transactions or performing administrative or other services on a timely basis, which could negatively affect our results of operations.

In particular, our day-to-day business operations rely on our information technology systems. A significant portion of the communications among our personnel, customers and suppliers take place on our information

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technology platforms. We expect the transfer of information technology systems from Flex to us to be complex, time consuming and costly. There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and results of operations.

We may continue to be dependent on Flex for certain components for our products.

Our self-powered controller (“SPC”) and network control unit (“NCU”) used in our tracker products are predominately manufactured by Flex. We have an agreement with Flex for the manufacturing of these components, but we operate on a purchase order basis for pricing. The processes to manufacture these SPCs and NCUs are highly complex, specialized and proprietary. Although we have recently added two suppliers who manufacture our SPCs, if Flex is unable or unwilling to manufacture controllers for us, or increases its pricing substantially, a substantial portion of our supply of these critical components would be interrupted or delayed and we may not be able to source substitute parts easily. We would incur increased expenses in establishing new relationships with alternative manufacturers at market prices. We may not be able to source alternative components on term acceptable to us or in a timely and cost-effective manner which may materially and adversely affect our business, financial condition, results of operation and profitability.

We are a holding company and our principal asset after completion of this offering will be our LLC Units in the LLC, and accordingly we will be dependent upon distributions from the LLC to pay taxes and other expenses.

We are a holding company and, upon completion of the Transactions, including this offering, our principal asset will be our ownership of the LLC. See the section entitled “Our organizational structure.” We had no operations prior to this offering and have no independent means of generating revenue. As the managing member of the LLC, we intend to cause the LLC to make distributions to us in amounts sufficient to cover the taxes on our allocable share of the taxable income of the LLC, all applicable taxes payable by us, any payments we are obligated to make under the Tax Receivable Agreement and other costs or expenses. Distributions will generally be made on a pro rata basis among us, Yuma, Yuma Sub and TPG. However, certain laws and regulations may result in restrictions on the LLC’s ability to make distributions to us or the ability of the LLC’s subsidiaries to make distributions to it.

To the extent that we need funds and the LLC or its subsidiaries are restricted from making such distributions, we may not be able to obtain such funds on terms acceptable to us or at all and as a result could suffer an adverse effect on our liquidity and financial condition.

Tax authorities could challenge our historical and future tax positions.

We expect our taxable income to primarily be from the allocation of taxable income from the LLC. We are subject to federal and state income taxes in the United States on the taxable income allocated to us from the LLC. In addition, while the majority of the LLC’s income will be from United States sources and will not be subject to LLC level income tax, the LLC will have taxable income in some foreign subsidiaries that will be subject to foreign tax at the level of the LLC. We may be entitled to foreign tax credits in the United States for our share of the foreign tax paid by the LLC. As the LLC operates in a number of countries and relies on intercompany transfer pricing, judgment is required in determining our provision for income taxes. In the ordinary course of the LLC’s business, there may be transactions or intercompany transfer prices where the ultimate tax determination is uncertain. Additionally, calculations of income taxes payable currently and on a deferred basis are based on our interpretations of applicable tax laws in the jurisdictions in which we and the LLC are required to file tax returns.

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In certain circumstances, the LLC will be required to make distributions to us, Yuma, Yuma Sub and TPG, and the distributions that the LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the Tax Receivable Agreement.

The LLC will be treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to U.S. federal income tax. Instead, taxable income will be allocated to holders of its LLC Units, including us. We anticipate that, pursuant to the tax rules under the Code and the regulations thereunder, in many instances these allocations of taxable income will not be made on a pro rata basis. Notwithstanding that, pursuant to the LLC Agreement, the LLC generally is required from time to time to make pro rata cash distributions, or tax distributions, to the holders of LLC Units to help each of the holders of the LLC Units to pay taxes on such holder’s allocable share of taxable income of the LLC. As a result of potential non pro rata allocations of net taxable income allocable to us, Yuma, Yuma Sub and TPG, and the favorable tax benefits that we anticipate receiving from this offering and certain related transactions, we expect that these tax distributions will be in amounts that exceed our tax liabilities and obligations to make payments under the Tax Receivable Agreement. To the extent, as currently expected, we do not distribute such cash balances as dividends on our Class A common stock and instead, for example, hold such cash balances or lend them to the LLC, the existing owners of the LLC would benefit from any value attributable to such accumulated cash balances as a result of an exchange of their LLC Common Units and corresponding shares of Class B common stock under the Exchange Agreement.

If Flex distributes its retained beneficial interest in the LLC on a tax-free basis, we may be required to indemnify Flex for certain tax liabilities and may be prevented from pursuing opportunities to engage in desirable strategic or capital-raising transactions.

Flex may, in the future, undertake a Distribution or other Disposition, whether directly or through a distribution or disposition of the stock of Yuma, which holds Flex’s retained beneficial interest in the LLC. Among other possible transactions, Flex may distribute all of the outstanding stock of Yuma to Flex’s shareholders in the Merger Distribution contemplated by the merger agreement and then cause Yuma to merge with a wholly-owned subsidiary of Nextracker Inc. to effect the Merger contemplated by the merger agreement. If Flex undertakes a spin-off transaction (including the Merger Distribution and the Merger contemplated by the merger agreement), Flex, Yuma and Nextracker Inc. will enter into a tax matters agreement which will govern the rights, responsibilities and obligations of Flex, Yuma and Nextracker Inc. with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the spin-off transaction), tax attributes, tax returns, tax contests and certain other tax matters. You will not have the right to approve the structure pursuant to which Flex may undertake any ultimate distribution of its retained beneficial interest in the LLC or the terms of the tax matters agreement between Flex, Yuma and Nextracker Inc. See the section entitled “Certain relationships and related party transactions—The separation agreement—Subsequent distribution or dispositions.”

If Flex undertakes the Merger Distribution, the merger agreement provides that we will enter into a tax matters agreement with Flex and Yuma as of immediately prior to the Merger Distribution, substantially in the form attached as Exhibit C to the merger agreement, which will govern the rights, responsibilities and obligations of Flex, Yuma and us with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the Merger Distribution and the Merger), tax attributes, tax returns, tax contests and certain other tax matters. Under the tax matters agreement, Yuma will be liable for any taxes that are reportable on returns that include only Yuma and/or its subsidiaries (but not Flex or any of its subsidiaries) for all tax periods whether before or after the completion of this offering. Yuma will also be liable for any taxes that are attributable to the Nextracker business, as reasonably determined by Flex, that are reportable on returns that include Yuma and/or its subsidiaries, on the one hand, and Flex and/or its subsidiaries, on the other hand, for any taxable period (or portion thereof) beginning after the date of the spin-off transaction. Notwithstanding the foregoing, Yuma and Flex will each be liable for 50% of certain transfer taxes attributable to the spin-off transaction (including the Merger Distribution and the Merger).

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Yuma generally will be responsible for specified taxes and related amounts imposed on Flex or Yuma (or their respective subsidiaries) that arise from the failure of the spin-off transaction (including the Merger Distribution and the Merger) to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code. Such taxes and related amounts could be material and the tax matters agreement will generally require Yuma (on behalf of itself or Nextracker Inc., as applicable) to bear such taxes and related amounts to the extent that the failure to so qualify is attributable to, among other things, (i) a breach of the relevant representations and covenants made by Yuma or Nextracker Inc. in the tax matters agreement or any representation letter provided in support of any tax opinion or ruling obtained by Flex with respect to the U.S. federal income tax treatment of such spin-off or (ii) certain actions or failures to act by Yuma or Nextracker Inc. (or their respective subsidiaries) that result in the spin-off transaction failing to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code. Because Yuma would merge with a wholly-owned subsidiary of Nextracker Inc., among other possible transactions, the obligations of Yuma under the tax matters agreement will become direct or indirect obligations of Nextracker Inc. and this may adversely affect our business, result of operations, financial condition and prospects.

Flex and Yuma will also agree to make a protective election under Section 336(e) of the Code with respect to the spin-off transaction and take necessary actions to effect such election, unless such election results in a material adverse tax consequence to Flex or its subsidiaries (compared to the consequences that would have resulted if no such election was made) in which case the election would only be made as directed by Flex in its sole discretion. If an election under Section 336(e) is made, the spin-off transaction fails to qualify for tax-free treatment, and the resulting taxes are considered liabilities of Flex, then Flex will be entitled to periodic payments from Yuma equal to 85% of the tax savings arising from the step-up in tax basis resulting from the election. The parties to the tax matters agreement will negotiate in good faith the terms of a tax receivable agreement that are substantially similar to the Tax Receivable Agreement to govern the calculation and making of such payments, provided that any such tax savings resulting from the election under Section 336(e) of the Code will be treated as the last items claimed for the taxable year.

To preserve the tax-free treatment of any such spin-off by Flex, the tax matters agreement would, among other restrictions, restrict Yuma and Nextracker Inc. (and their respective subsidiaries), for the two-year period following the spin-off, except in specific circumstances, from: (i) entering into any transaction pursuant to which Yuma or Nextracker Inc. stock would be acquired (with certain exceptions), (ii) merging, consolidating or liquidating either Yuma or Nextracker Inc., other than through the Merger, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of Yuma or Nextracker Inc. stock, (vi) taking or failing to take any other action that would reasonably be expected to result in the spin-off transaction failing to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code, (vii) ceasing to engage in any active trade or business as defined in the Code, or (viii) facilitating or otherwise participating in any acquisition of Nextracker Inc. stock that would result in a shareholder owning directly or indirectly 5% or more of outstanding Nextracker Inc. stock. These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business.

We will be required to pay Yuma and Yuma Sub, both of which are subsidiaries of Flex, TPG, and the TPG Affiliates (or certain permitted transferees thereof) for certain tax benefits that we are deemed to realize arising in connection with this offering and related transactions, and the amounts we may pay could be significant.

We expect that this offering and certain related transactions (including the Transactions) will produce tax benefits for us. We intend to use all of the net proceeds from this offering to purchase LLC Common Units from Yuma as described in the section entitled “Use of proceeds.” Additionally, we may be required from time to time to acquire LLC Common Units together with a corresponding number of shares of our Class B common stock in exchange for our Class A common stock (or cash) pursuant to the Exchange Agreement. See the section entitled “Certain relationships and related party transactions—Exchange agreement.” We expect that basis

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adjustments resulting from these transactions, if they occur, among other tax benefits resulting from the Transactions, will reduce the amount of income tax we would otherwise be required to pay in the future.

We will enter into a Tax Receivable Agreement with the LLC, Yuma, Yuma Sub, TPG and the TPG Affiliates. The Tax Receivable Agreement will provide for the payment by us to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) our allocable share of existing tax basis in tangible and intangible assets resulting from exchanges or acquisitions of the LLC Units, including as part of the Transactions or under the Exchange Agreement, (ii) increases in tax basis resulting from exchanges or acquisitions of outstanding LLC Units and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement), (iii) certain pre-existing tax attributes of certain blocker corporations affiliated with TPG that will merge with a separate direct, wholly-owned subsidiary of us, as part of the Transactions, and (iv) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. See the section entitled “Certain relationships and related party transactions—Tax receivable agreement.” Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings we will be deemed to realize associated with the tax benefits described above would aggregate approximately $147 million over 20 years from the date of this offering based on the initial public offering price of $21.50 per share of our Class A common stock (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and assuming all future exchanges of LLC Units occur at the time of this offering. Under such scenario we would be required to pay the owners of LLC Units approximately 85% of such amount, or $121 million, over the 20 year period from the date of this offering, and the yearly payments over that time would range between approximately $1 to $12 million per year. Such payments will reduce the cash provided by the tax savings described above. As a result, investors purchasing shares in this offering or in the public market following this offering will not be entitled to the economic benefit of the tax benefits subject to the Tax Receivable Agreement that would have been available if the Tax Receivable Agreement were not in effect (except to the extent of our continuing 15% interest in the tax benefits subject to the Tax Receivable Agreement). The actual amounts may materially differ from these hypothetical amounts, as potential future tax savings we will be deemed to realize, and Tax Receivable Agreement payments by us, will be calculated based in part on the market value of our Class A common stock at the time of purchase or exchange and the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), and will generally be dependent on us generating sufficient future taxable income to realize the benefit. The payments under the Tax Receivable Agreement are not conditioned upon the ownership of us by Yuma, Yuma Sub, TPG or the TPG Affiliates (or certain permitted transferees thereof). See the section entitled “Certain relationships and related party transactions—Tax receivable agreement.”

There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement or distributions to us by the LLC are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes. Furthermore, our obligations to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are deemed realized under the Tax Receivable Agreement.

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In certain cases, payments under the Tax Receivable Agreement to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement provides that upon certain circumstances we will be required to make an immediate payment equal to the present value of the anticipated future tax benefits, including upon certain mergers, asset sales, other forms of business combinations or other changes of control (with certain exceptions, such as the Merger Distribution and the Merger), if we materially breach any of our material obligations under the Tax Receivable Agreement, or if, at any time, we elect an early termination of the Tax Receivable Agreement. The amount of any such payment would be based on certain assumptions, including that we (or our successor) would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the Tax Receivable Agreement. As a result, we could be required to make payments under the Tax Receivable Agreement that are greater than or less than the percentage specified in the Tax Receivable Agreement of the actual benefits that we realize in respect of the tax attributes that are subject to the Tax Receivable Agreement and the upfront payment may be made years in advance of the actual realization of such future benefits (if any). If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on the initial public offering price of $21.50 per share of our Class A common stock (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and a discount rate equal to SOFR plus 100 basis points, we estimate that we would be required to pay $79 million in the aggregate under the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity, as well as our attractiveness as a target for an acquisition. In addition, we may not be able to finance our obligations under the Tax Receivable Agreement.

Additionally, if Flex undertakes a tax-free distribution of Yuma (or a corporation to which Yuma is contributed), and then causes Yuma (or such corporation) to merge or consolidate with us or with a wholly-owned subsidiary of ours in a tax-free transaction, our obligations under the Tax Receivable Agreement will not accelerate but Yuma can elect in its discretion to assign its rights under the Tax Receivable Agreement to another entity (including an affiliate of Flex) prior to such distribution. If Yuma (or a corporation to which Yuma is contributed) makes this election and assigns its rights under the Tax Receivable Agreement to another entity, we would not be entitled to any payments under the Tax Receivable Agreement nor would this eliminate any of our obligations under the Tax Receivable Agreement, even though Yuma (or such corporation) would be merged with us or with a wholly-owned subsidiary of ours.

Payments under the Tax Receivable Agreement will generally be based on the tax reporting positions that we determine except with respect to the agreed tax treatment provided for in the Tax Receivable Agreement. The Tax Receivable Agreement and the TRA Side Letter (as defined below, treated as part of the Tax Receivable Agreement) provide that the parties will treat payments under the Tax Receivable Agreement and TRA Side Letter that are attributable to certain tax benefits from exchanges of LLC Units under the Exchange Agreement and from the purchase of LLC Units from Yuma (with the net proceeds of this offering) as upward purchase price adjustments to the extent permitted by law and other than amounts treated as interest under the Code. We will not be reimbursed for any payments previously made under the Tax Receivable Agreement, even if the tax benefits underlying such payment are disallowed (although future amounts otherwise payable under the Tax Receivable Agreement may be reduced as a result thereof). In addition, the actual state or local tax savings we realize may be different than the amount of such tax savings we are deemed to realize under the Tax Receivable Agreement, which will be based on an assumed combined state and local tax rate applied to our reduction in taxable income as determined for U.S. federal income tax purposes as a result of the Tax Receivable Agreement. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of the benefits that we actually realize in respect of the tax attributes subject to the Tax Receivable Agreement.

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Risks Related to Our Indebtedness and Financing

Our indebtedness could adversely affect our financial flexibility, financial condition and our competitive position.

In connection with the Transactions, we expect to incur substantial indebtedness under the 2023 Credit Agreement. The borrower will be the LLC and the obligations of the borrower under the 2023 Credit Agreement will be jointly and severally guaranteed by us and certain of the LLC’s existing and future direct and indirect wholly-owned domestic subsidiaries, subject to certain exceptions. Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our indebtedness could have other important consequences to you and significant effects on our business. For example, it could:

• increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

• require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• restrict us from exploiting business opportunities;

• make it more difficult to satisfy our financial obligations, including payments on our indebtedness;

• place us at a disadvantage compared to our competitors that have less debt; and

• limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

In addition, the agreement governing the 2023 Credit Agreement contains, and the agreements evidencing or governing any other future indebtedness may contain, restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness. In addition, a default by us under the agreement governing the 2023 Credit Agreement or an agreement governing any other future indebtedness may trigger cross-defaults under any other future agreements governing our indebtedness. Upon the occurrence of an event of default or cross-default under any of the present or future agreements governing our indebtedness, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in the agreements. If any of our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay this indebtedness in full, which could have a material adverse effect on our ability to continue to operate as a going concern.

The agreement governing the 2023 Credit Agreement contains, and the agreements evidencing or governing any other future indebtedness may contain, financial restrictions on us and our subsidiaries, including restrictions on our or our subsidiaries’ ability to, among other things:

• place liens on our or our subsidiaries’ assets;

• incur additional indebtedness;

• change the nature of our business; and

• change our or our subsidiaries’ fiscal year or organizational documents.

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Our substantial indebtedness could adversely affect our financial condition.

Our indebtedness could limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements, stock repurchases or other purposes. It may also increase our vulnerability to adverse economic, market and industry conditions, limit our flexibility in planning for, or reacting to, changes in our business operations or to our industry overall, and place us at a disadvantage in relation to our competitors that have lower debt levels. Any or all of the above events and/or factors could have an adverse effect on our results of operations and financial condition.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.

The LLC’s ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

We may still incur substantially more debt or take other actions which would intensify the risks discussed above.

We and our subsidiaries may be able to incur substantial additional debt in the future, subject to the restrictions contained in our debt instruments, some of which may be secured debt. Our 2023 Credit Agreement restricts our ability to incur additional indebtedness, including secured indebtedness, but if the facility matures or is repaid, we may not be subject to such restrictions under the terms of any subsequent indebtedness.

Risks related to our Class A common stock and this offering

There has been no prior public market for our Class A common stock and an active trading market may not develop.

Prior to this offering, there has been no public market for our Class A common stock. An active trading market may not develop following completion of this offering or, if developed, may not be sustained. The lack of an active trading market may impair the value of your shares and your ability to sell your shares at the time you wish to sell them. An inactive trading market may also impair our ability to both raise capital by selling shares of Class A common stock and acquire other complementary technologies or businesses by using our shares of Class A common stock as consideration.

Upon closing of this offering, we expect that our Class A common stock will be listed on Nasdaq. If we fail to satisfy the continued listing standards of Nasdaq, however, we could be de-listed, which would negatively impact the trading price and liquidity of our Class A common stock.

We expect that the price of our Class A common stock will fluctuate substantially and you may not be able to sell the shares you purchase in this offering at or above the offering price.

The initial public offering price for the shares of our Class A common stock sold in this offering is determined by negotiation between the representatives of the underwriters, Flex, TPG and us. This price may not reflect the market price of our Class A common stock following this offering. In addition, the market price of our Class A common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

• volume and customer mix for our products;

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• the introduction of new products by us or others in our industry;

• disputes or other developments with respect to our or others’ intellectual property rights;

• product liability claims or other litigation;

• quarterly variations in our results of operations or those of others in our industry;

• media exposure of our products or of those of others in our industry;

• changes in governmental regulations or in the status of our regulatory approvals or applications;

• changes in earnings estimates or recommendations by securities analysts;

• general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors;

• changes in our capital structure or dividend policy, including as a result of future issuances of securities, sales of large blocks of Class A common stock by our stockholders, including Flex and our employees, or our incurrence of debt; and

• announcements or actions taken by Flex as our controlling stockholder.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our Class A common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A common stock shortly following this offering. If the market price of shares of our Class A common stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would harm our financial condition and operating results and divert management’s attention and resources from our business.

We cannot predict the effect our multi-class share structure may have on the market price of our Class A common stock.

We cannot predict whether our multi-class share structure will result in a lower or more volatile market price of our Class A common stock, adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multi-class share structures in certain of their indices. Affected indices include the S&P 500, S&P MidCap 400, and S&P SmallCap 600, which together make up the S&P Composite 1500. Under such policies, the multi-class structure of our common stock would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other investment vehicles that attempt to track those indices would not invest in our Class A common stock. It is unclear what effect, if any, these policies will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. In addition, several stockholder advisory firms and large institutional investors oppose the use of multi-class share structures. As a result, our multi-class

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share structure may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A common stock. As a result of the foregoing factors, the market price and trading volume of our Class A common stock could be adversely affected.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

If a trading market for our Class A common stock develops, it will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our Class A common stock will have had relatively little experience with us, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

The unaudited pro forma condensed combined financial statements included in this prospectus are presented for informational purposes only and may not be an indication of our financial condition or results of operations in the future.

The unaudited pro forma condensed combined financial statements included in this prospectus are presented for informational purposes only and are not necessarily indicative of what our actual financial condition or results of operations would have been had the separation been completed on the date indicated. The assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect our financial condition or results of operations. Accordingly, our financial condition and results of operations in the future may not be evident from or consistent with such pro forma financial information.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. It is possible that interpretation, industry practice and guidance may evolve over time. If our assumptions change or if actual circumstances differ from our assumptions, our operating results may be adversely affected and could fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing Class A common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share. As a result, investors purchasing Class A common stock in this offering will incur immediate dilution of $20.28 per share, at the initial public offering price of $21.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover

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page of this prospectus, and our pro forma as adjusted net tangible book value per share as of September 30, 2022. For additional information on the dilution you may suffer as a result of investing in this offering, see the section entitled “Dilution.”

This dilution is due to the substantially lower price paid by Flex and TPG for their shares of our Class B common stock purchased prior to this offering as compared to the price offered to the public in this offering for our Class A common stock.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. Future sales or other distributions of shares of our Class A common stock could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could result in a decrease in the market price of our Class A common stock, which includes 1,157,473 shares of our Class A common stock issuable upon vesting of RSUs which vest partly upon the completion of this offering, and then from April 2023 to April 2024. Immediately after this offering, we will have 145,231,185 outstanding shares of Class A and Class B common stock. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates. 121,975,371 shares are currently restricted as a result of securities laws or 180-day lock-up agreements but will be able to be sold after the offering as described in the section entitled “Shares available for future sale.”

Subject to the restrictions described in the paragraph below, future sales of shares of our Class A common stock in the public market by Flex and TPG will be subject to the volume and other restrictions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), for so long as Flex or TPG, respectively, is deemed to be our affiliate, unless the shares to be sold are registered with the Securities and Exchange Commission (the “SEC”). After this offering, certain affiliates of Flex and TPG have rights, subject to some conditions, to require us to file registration statements covering its shares or to include its shares in registration statements that we may file for ourselves or other stockholders as described in the section entitled “Certain relationships and related party transactions—Registration rights agreement.” We are unable to predict whether or when Flex or TPG will sell or otherwise dispose of shares of our Class A or Class B common stock. The sale or other disposition by Flex or TPG of a substantial number of shares after this offering, or a perception that such sales or other dispositions could occur, could significantly reduce the market price of our Class A common stock.

In addition, we, certain of our officers and directors, Flex and TPG have agreed with the underwriters that, without the prior written consent of each of J.P. Morgan Securities LLC and BofA Securities, Inc., we and they will not, subject to certain exceptions and extensions, during the period ending 180 days after the date of this prospectus, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock or publicly disclose the intention to make any such offer, sale, pledge or disposition. J.P. Morgan Securities LLC and BofA Securities, Inc. may, in their sole discretion and at any time without notice, release all or any portion of the shares of our common stock subject to the lock-up.

In connection with this offering, we are filing a registration statement on Form S-8 registering under the Securities Act the shares of our Class A common stock reserved for issuance under our Equity Incentive Plan. Once we register these shares, they can be freely sold in the public market, subject to volume limitations applicable to affiliates and the lock-up agreements described above.

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We expect to incur significant additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations.

If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.

As a result of becoming a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act of 2002, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending March 31, 2024. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

We are further enhancing internal controls, processes and related documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. The effectiveness of our controls and procedures may be limited by a variety of factors, including:

• faulty human judgment and simple errors, omissions or mistakes;

• fraudulent action of an individual or collusion of two or more people;

• inappropriate management override of procedures; and

• the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control.

Our auditors will be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline.

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Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Provisions in our corporate charter documents and under Delaware law and certain contractual rights granted to Flex could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering and certain contractual rights that have been granted to Flex under the separation agreement may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our Class A common stock, thereby depressing the market price of our Class A common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation that will become effective upon the closing of this offering specifies that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders. Notwithstanding the foregoing, the exclusive forum provision will not apply to any claim to enforce any liability or duty created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our amended and restated certificate of incorporation will further provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. We

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believe this exclusive forum provisions benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, such provisions may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our amended and restated certificate of incorporation that will be in effect at the closing of this offering provides that we will indemnify our directors and officers to the fullest extent permitted by Section 145 of the Delaware General Corporate Law.

In addition, as permitted by the Delaware General Corporate Law, our amended and restated certificate of incorporation and our indemnification agreements that we have entered into with our directors and officers provide that:

• we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by applicable law. Such law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• the rights conferred in our amended and restated certificate of incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

• we may not retroactively amend our amended and restated certificate of incorporation provisions to reduce our indemnification obligations to directors, officers, employees and agent.

General risk factors

If we fail to manage our future growth effectively, we may be unable to execute our business plan, maintain high levels of customer service or adequately address competitive challenges.

We have experienced significant growth in recent periods. We intend to continue to expand our business significantly within existing and new markets. This growth has placed, and any future growth may place, a significant strain on our management, operational and financial infrastructure. In particular, we will be required to expand, train and manage our growing employee base and scale and improve our IT infrastructure in tandem with that headcount growth. Our management will also be required to maintain and expand our relationships with customers, suppliers and other third parties and attract new customers and suppliers, as well as manage multiple geographic locations.

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Our current and planned operations, personnel, IT and other systems and procedures might be inadequate to support our future growth and may require us to make additional unanticipated investment in our infrastructure. Our success and ability to further scale our business will depend, in part, on our ability to manage these changes in a cost-effective and efficient manner. If we cannot manage our growth effectively, we may be unable to take advantage of market opportunities, execute our business strategies or respond to competitive pressures. This could also result in declines in quality or customer satisfaction, increased costs, difficulties in introducing new offerings or other operational difficulties. Any failure to effectively manage growth could adversely impact our business and reputation.

If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future success and ability to implement our business strategy depends, in part, on our ability to attract and retain key personnel, and on the continued contributions of members of our senior management team and key technical personnel, each of whom would be difficult to replace. All of our employees, including our senior management, are free to terminate their employment relationships with us at any time. Competition for highly skilled individuals with technical expertise is extremely intense, and we face challenges identifying, hiring and retaining qualified personnel in many areas of our business. Integrating new employees into our team could prove disruptive to our operations, require substantial resources and management attention and ultimately prove unsuccessful. An inability to retain our senior management and other key personnel or to attract additional qualified personnel could limit or delay our strategic efforts, which could have a significant and adverse effect on our business, financial condition, results of operations and prospects.

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Special note regarding forward-looking statements

Certain statements included in this prospectus are “forward-looking statements” within the meaning of the United States federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: our future financial performance, cash flows, liquidity position or other results; our management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs or other distributions, strategic opportunities, securities offerings, stock repurchases, dividends and executive compensation; the effects of the Transactions on our business; expected payments under the Tax Receivable Agreement; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future tax rates, tax credits and other tax provisions; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that we intend or believe will or may occur in the future. Terminology such as “will,” “may,” “should,” “could,” “would,” “believe,” “anticipate,” “intend,” “plan,” “expect,” “estimate,” “project,” “target,” “possible,” “potential,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors they believe to be appropriate, and speak only as of the date of this prospectus.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or other events to be materially different from any future results, performance or other events expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on forward-looking statements. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results, performance or other events may be materially different from what we expect.

Important factors that could cause actual results, performance or other events to differ materially from our expectations include:

• the demand for solar energy and, in turn, our products;

• competitive pressures within the solar tracker industry;

• competition from conventional and other renewable energy sources;

• variability in our results of operations, including as a result of fluctuations in our customers’ businesses as well as seasonal weather-related disruptions;

• the reduction, elimination or expiration of government incentives for, or regulations mandating the use of, renewable energy and solar energy;

• our reliance on our suppliers and any problems with our suppliers or disruptions in our supply chain;

• our ability to establish U.S. or foreign supplier manufacturing rapidly in response to business conditions or criteria for government incentives;

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• changes in the global trade environment, including the imposition of import tariffs or bans;

• the impact of the COVID-19 pandemic on our business, results of operations and financial condition;

• a further increase in interest rates, or a reduction in the availability of tax equity or project debt financing, impacting the ability of project developers and owners to finance the cost of a solar energy system;

• a loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment to us;

• defects or performance problems in our products;

• delays, disruptions or quality control problems in our product development operations;

• global disruption caused by the Russian invasion of Ukraine;

• pressure on margins or the availability of solar project financing due to inflation;

• severe weather events, natural disasters and other catastrophic events;

• our continued expansion into new markets;

• our indebtedness;

• electric utility industry policies and regulations;

• decreases in the price of electricity;

• our failure to protect our intellectual property and trade secrets or to successfully defend against third-party claims of infringement;

• cybersecurity or other data incidents; and

• the other risks and uncertainties set forth in the section entitled “Risk factors.”

Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

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Market and industry data

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections entitled “Prospectus summary” and “Business.” We have obtained the market data from certain third-party sources of information, including publicly available industry publications and subscription-based publications, including the following:

• Energy Information Administration, Energy Power Monthly with Data for May 2022, July 2022

• International Energy Agency, Renewables 2022, December 2022, all rights reserved

• International Renewable Energy Agency, Battery Storage Paves Way for a Renewable-powered Future, March 2020

• Joule, a Cell Press Journal, Global Techno-Economic Performance of Bifacial and Tracking Photovoltaic Systems, July 2020

• Lazard Ltd., Levelized Cost of Energy version 15.0, October 2021

• Renewables Now, Renewables 2020 Global Status Report, 2020

• U.S. Energy Information Administration, Electric Power Monthly with Data for May 2022, July 2022

• U.S. Energy Information Administration, Coal will account for 85% of U.S. electric generating capacity retirements in 2022, January 2022

• Wood Mackenzie Ltd., Global solar PV market outlook update: Q4 2022, December 2022

• Wood Mackenzie Ltd., Global solar PV system price: country breakdowns and forecasts, April 2022

• Wood Mackenzie Ltd., Global Solar PV Tracker Landscape 2022 and Associated Data, December 2022

• Wood Mackenzie Ltd., Global solar PV tracker market share 2022, June 2022

Industry forecasts are based on surveys and the preparer’s expertise and there can be no assurance that any of the industry forecasts will be achieved. We believe these data are reliable, but we have not independently verified the accuracy of this information nor have we ascertained the underlying economic assumptions relied thereon. Any industry forecasts are based on data (including third-party data), models and experience of various professionals and are based on various assumptions, all of which are subject to change without notice. While we are not aware of any misstatements regarding the market data presented herein, industry forecasts and projections involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk factors.”

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Use of proceeds

We expect to receive net proceeds from this offering of approximately $475.0 million (or approximately $546.2 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an initial public offering price of $21.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discount. Approximately $8.3 million of offering expenses will be paid by Flex.

We will use all of the net proceeds from this offering to purchase 23,255,814 LLC Common Units from Yuma (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount. We will not retain any of the net proceeds of this offering.

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Our organizational structure

Incorporation of Nextracker Inc.

Nextracker Inc., a Delaware corporation, was formed on December 19, 2022 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through the LLC (formerly known as NEXTracker Inc.) and its direct and indirect subsidiaries. Nextracker Inc. has not engaged in any material business or other activities except in connection with its formation and the Transactions.

The TPG investment

On February 1, 2022, Flex sold the LLC Preferred Units representing a 16.67% limited liability company interest of the LLC to TPG resulting in TPG holding all of the outstanding LLC Preferred Units and subsidiaries of Flex holding all of the outstanding LLC Common Units. Immediately prior to this offering, as a result of accrued distributions paid in kind in respect of TPG’s outstanding LLC Preferred Units, TPG owned, through one or more subsidiaries, a 17.37% limited liability company interest in the LLC.

The Transactions

We will complete the following organizational and other transactions in connection with this offering:

• We will amend and restate Nextracker Inc.’s certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock, with each share entitling its holder to one vote on all matters presented to our stockholders generally, and provide that shares of Class B common stock may only be held by Yuma, Yuma Sub, TPG and each of their permitted transferees;

• We will issue 23,255,814 shares of our Class A common stock to the purchasers in this offering (or 26,744,186 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of $475.0 million (or approximately $546.2 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an assumed initial public offering price of $21.50 per share (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), after the underwriting discount (approximately $8.3 million of offering expenses will be paid by Flex);

• Before this offering, we will issue 128,794,522 shares of our Class B common stock to Yuma, Yuma Sub and TPG in exchange for cash consideration, which number of shares shall be equal to the number of LLC Common Units held directly or indirectly by Yuma, Yuma Sub and TPG immediately following the Transactions and before giving effect to this offering, and, in connection with Yuma’s transfer to us of 23,255,814 LLC Common Units (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) described below, a corresponding number of shares of Class B common stock held by Yuma shall be canceled;

• We will repurchase all 100 shares of our common stock previously issued to Yuma in connection with our initial capitalization for cash consideration;

• Immediately prior to the consummation of this offering, the LLC will make the Distribution in respect of the LLC Units in an aggregate amount of $175.0 million. With respect to such Distribution, $21.7 million shall be distributed to TPG and $103.3 million to, Yuma and Yuma Sub in accordance with their pro rata LLC Units and $50.0 million to Flex. The Distribution will be financed, in part, with net proceeds from a $150.0 million term loan under a Credit Agreement entered into by the LLC which will be guaranteed by Nextracker Inc., and various lenders party thereto;

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• In connection with this offering, the LLC Preferred Units held by TPG will be automatically converted into a certain number of LLC Common Units which are exchangeable, together with a corresponding number of shares of Class B common stock, for shares of our Class A common stock (or cash). Notwithstanding the foregoing, as permitted under and in accordance with the Prior LLC Agreement, TPG has exercised its right to have certain blocker corporations affiliated with TPG each merge with a separate direct, wholly-owned subsidiary of Nextracker Inc., with the blocker corporations surviving each such merger, in a transaction intended to qualify as a tax-free transaction, with the investors in each such blocker corporation being entitled to a number of shares of Nextracker Inc. Class A common stock with a value based on the LLC Preferred Units held by such blocker corporation;

• We will use all of the net proceeds from this offering as consideration for Yuma’s transfer to us of 23,255,814 LLC Common Units (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount;

• We will be appointed as the managing member of the LLC;

• We, the LLC, Yuma, Yuma Sub and TPG will enter into the Exchange Agreement under which Yuma, Yuma Sub and TPG (or certain permitted transferees thereof) will have the right, subject to the terms of the Exchange Agreement, to require the LLC to exchange LLC Common Units (together with a corresponding number of shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis, or, in the alternative, we may elect to exchange such LLC Common Units (together with a corresponding number of shares of Class B common stock) for cash equal to the product of (i) the number of LLC Common Units (together with a corresponding number of shares of Class B common stock) being exchanged, (ii) the then-applicable exchange rate under the Exchange Agreement (which will initially be one and is subject to adjustment) and (iii) the Class A common stock value (based on the market price of our Class A common stock), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions; provided further, that in the event of an exchange request by an exchanging holder, Nextracker Inc. may at its option effect a direct exchange of shares of Class A common stock for LLC Common Units and shares of Class B common stock in lieu of such exchange or make a cash payment to such exchanging holder, in each case pursuant to the same economic terms applicable to an exchange between the exchanging holder and the LLC;

• We, the LLC, Yuma, Yuma Sub, TPG and the TPG Affiliates will enter into the Tax Receivable Agreement that will provide for the payment by us to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances as a result of (i) our allocable share of existing tax basis in tangible and intangible assets resulting from exchanges or acquisitions of the LLC Units, including as part of the Transactions or under the Exchange Agreement, (ii) increases in tax basis resulting from exchanges or acquisitions of the LLC Units and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement), (iii) certain pre-existing tax attributes of certain blocker corporations affiliated with TPG that will each merge with a separate direct, wholly-owned subsidiary of us, or contributed to us, as part of the Transactions, and (iv) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement; and

• We, Yuma, Yuma Sub and TPG will enter into a registration rights agreement pursuant to which we will grant such parties (and their transferees, if any) certain registration rights with respect to any of our Class A common stock owned by them (including upon exchange of LLC Common Units and shares of Class B common stock held by them). See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Registration rights agreement.”

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We collectively refer to the foregoing organizational and other transactions, including the 2023 Credit Agreement, the Distribution and this offering as the “Transactions.”

Immediately following the completion of the Transactions (including this offering):

• Nextracker Inc. will be a holding company and its principal asset will be the LLC Units it purchases from Yuma;

• Nextracker Inc. will be the managing member of the LLC and will control the business and affairs of the LLC and its subsidiaries;

• Nextracker Inc. will own 38,535,004 LLC Common Units, representing approximately 26.75% of the economic interest in the business of the LLC (or 42,023,376 LLC Common Units, representing approximately 29.17% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

• The purchasers in this offering will own (i) 23,255,814 shares of Class A common stock of Nextracker Inc., representing approximately 16.01% of the total outstanding shares of Nextracker Inc.’s common stock (or 26,744,186 shares of Class A common stock, representing approximately 18.41% of the total outstanding shares of Nextracker Inc.’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) indirectly through Nextracker Inc.’s ownership of LLC Units, approximately 26.75% of the economic interest in the business of the LLC (or approximately 29.17% of the economic interest in the business of the LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

• Flex (i) through Yuma and Yuma Sub, will own 95,791,805 shares of Class B common stock of Nextracker Inc., representing approximately 65.96% of the total outstanding shares of Nextracker Inc.’s common stock (or 92,303,433 shares of Class B common stock, representing approximately 63.56% of the total outstanding shares of Nextracker Inc.’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and (ii) through Yuma and Yuma Sub, will own 95,791,805 LLC Common Units, representing approximately 66.49% of the economic interest in the business of the LLC (or 92,303,433 LLC Common Units, representing approximately 64.07% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

• TPG will own (i) 15,279,190 shares of Class A common stock of Nextracker Inc., representing approximately 10.52% of the total outstanding shares of Nextracker Inc.’s common stock (or 15,279,190 shares of Class A common stock, representing approximately 10.52% of the total outstanding shares of Nextracker Inc.’s common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), (ii) 9,746,903 shares of Class B common stock of Nextracker Inc., representing approximately 6.71% of the total outstanding shares of Nextracker’s common stock (or 9,746,903 shares of Class B common stock, representing approximately 6.71% of the total outstanding shares of Nextracker Inc.’s outstanding common stock, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (iii) 9,746,903 LLC Common Units representing approximately 6.77% of the economic interest in the business of the LLC (or 9,746,903 LLC Common Units, representing approximately 6.77% of the economic interest in the business of the LLC, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

As the managing member of the LLC, we will operate and control all of the business and affairs of the LLC and, through the LLC and its direct and indirect subsidiaries, conduct our business. Immediately following the Transactions, including this offering, we will control the management of the LLC as its managing member. As a

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result, we will consolidate the LLC and record a significant non-controlling interest in a consolidated entity in our consolidated financial statements for the economic interest in the LLC held directly or indirectly by Flex and TPG.

Subsequent distribution or dispositions

Distribution or Other Dispositions

The separation agreement provides that Flex may, in its sole discretion, determine: (i) whether to proceed with all or part of Distribution or Other Disposition, whether directly or through a distribution or disposition of the stock of Yuma, which directly or indirectly holds Flex’s beneficial interest in the LLC; and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, the separation agreement provides that in the event that Flex determines to proceed with any Distribution or Other Disposition, Flex may at any time and from time to time until the completion of such Distribution or Other Disposition abandon, modify or change any or all of the terms of such Distribution or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of such Distribution or Other Disposition. The separation agreement also provides that upon Flex’s request, we and the LLC will cooperate with Flex in all respects to accomplish the Distribution or Other Disposition and will, at Flex’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including the registration under the Securities Act of the offering of our Class A common stock on an appropriate registration form or forms to be designated by Flex and the filing of any necessary documents pursuant to the Exchange Act.

Merger Agreement

In addition to our obligations with respect to any Distribution or Other Disposition, the separation agreement provides Flex with the right, exercisable at any time following this offering, to require us, following any dividend or distribution of the equity of Yuma to the holders of ordinary Flex shares, to, at Flex’s option, effect a merger of Yuma with a wholly-owned subsidiary of ours, with Yuma surviving as a wholly owned subsidiary of ours in a tax-free transaction under Section 368(a) of the Code. We have further agreed under the separation agreement to, at Flex’s request, at any time whether before or after this offering, fully cooperate with the Flex to submit an agreement and plan of merger to effect such merger for approval by our board of directors and stockholders and the board of directors and stockholders of such subsidiary, to the extent required under Delaware law, and cause such agreement and plan of merger to be executed and delivered by our authorized officers and the authorized officers of such subsidiary, and take all other actions reasonably necessary to adopt and approve such agreement and plan of merger, to be operative when and if Flex so elects to effect such merger following this offering.

As a result, prior to this offering, we, Flex, Yuma and Merger Sub, have entered into the merger agreement, pursuant to which, among other matters, Flex will have the right but not the obligation, to effect the Merger. The Merger would, on the terms and subject to the conditions set forth in the merger agreement, be effected immediately following the Merger Distribution, with such stock of Yuma being exchanged for shares of our Class A common stock in the Merger. The number of shares of our Class A common stock that would be issued to Yuma stockholders in the Merger would equal the number of shares of Class A common stock then held directly or indirectly by Yuma and its subsidiaries (assuming for such purposes that all LLC Units and shares of Class B common stock held directly or indirectly by Yuma and its subsidiaries have been exchanged for shares of Class A common stock as of immediately prior to the Merger pursuant to and in accordance with the Exchange Agreement).

Prior to this offering, we and each of Flex, Yuma and Merger Sub, and our stockholders and the stockholders of each of Yuma and Merger Sub, have approved the merger agreement and the transactions contemplated by the

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merger agreement, including the Merger. As a result, our stockholders following this offering will have no right to approve or disapprove of the Merger or the other transactions contemplated by the merger agreement or the issuance of shares of our Class A common stock to the holders of Yuma common stock in connection with the Merger. Further, our stockholders following this offering will have no right to appraisal under Section 262 of the DGCL or otherwise in connection with the Merger or the other transactions contemplated by the merger agreement.

General

Flex has no obligation (pursuant to the merger agreement or otherwise) to pursue or consummate any further distribution or disposition of its retained beneficial interest in the LLC, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, by any specified date or at all. If pursued, any such distribution or disposition would be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and, if pursued, the Merger would be subject to the conditions set forth in the merger agreement (see the section entitled “Certain relationships and related party transactions—merger agreement” for additional detail regarding the conditions to the closing of the Merger set forth in the merger agreement).

The conditions to any such distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, may not be satisfied. Flex may decide not to consummate any distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, even if the conditions thereto are satisfied or Flex may decide to waive one or more of these conditions and consummate such a distribution or disposition, even if all of the conditions thereto are not satisfied.

Accordingly, we have no certainty when such transactions (and the effectiveness of our related obligations under the separation agreement and the merger agreement) will occur following this offering or if they will occur at all.

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The following diagram sets forth a simplified view of our corporate structure after giving effect to the completion of the Transactions, including this offering. This chart is for illustrative purposes only and does not represent all legal entities affiliated with the entities depicted.

Note: For the purposes of this diagram only, shares of Class A common stock not outstanding and subject to options, warrants or other rights that will be outstanding upon completion of the Transactions are deemed outstanding for purposes of calculating the percentage total outstanding common stock and economic interest of the various entities depicted in the diagram.

The separation agreements

We and the LLC entered into a separation agreement with Flex. The separation agreement sets forth our agreements with Flex regarding the principal actions to be taken in connection with the separation. It also sets forth other agreements that govern certain aspects of our relationship with Flex following the separation. The following are the principal steps of the separation:

• Transfer of Assets and Liabilities—Pursuant to the separation agreement, Flex will transfer to us substantially all of the assets and liabilities comprising the legacy Nextracker business.

• Transition Services Agreement—During the fourth quarter of fiscal year 2022, we and the LLC entered into a transition services agreement with Flextronics International USA, Inc. (“FIUI”), pursuant to which FIUI and its subsidiaries have agreed to provide us and our subsidiaries with various services.

• Brazil operations—We, the LLC, Flex and an affiliate of Flex will enter into an umbrella agreement (the “Umbrella Agreement”) that governs the terms, conditions and obligations of a strategic commercial relationship between us and Flex for the sale of our solar trackers in Brazil. See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Umbrella Agreement.”

• Employee Matters Agreement—We and the LLC entered into an employee matters agreement with Flex that governs our and Flex’s compensation and employee benefit obligations with respect to the employees and

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other service providers of each company, and generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

• Registration Rights Agreement—We, Yuma, Yuma Sub and TPG will enter into a registration rights agreement pursuant to which we will grant such parties (and their transferees, if any) certain registration rights with respect to any of our Class A common stock owned by them (including upon exchange of LLC Common Units and shares of Class B common stock held by them). See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Registration rights agreement.”

• Tax Receivable Agreement—We, the LLC, affiliates of Flex, TPG and the TPG Affiliates will enter into the Tax Receivable Agreement that will provide for the payment by us to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances. See the section entitled “Certain relationships and related party transactions—other related party agreements—Tax receivable agreement.”

• Merger Agreement—We, Flex, Yuma and Merger Sub entered into a merger agreement, pursuant to which, among other matters, Flex will have the right but not the obligation, to effect the Merger. See the section entitled “Certain relationships and related party transactions—other related party agreements—Merger agreement.”

• Tax Matters Agreement—If Flex undertakes a spin-off transaction (including the Merger Distribution contemplated by the merger agreement), Flex, Yuma and we will enter into a tax matters agreement which will govern the rights, responsibilities and obligations of such parties with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the spin-off transaction), tax attributes, tax returns, tax contests and certain other matters.

For additional information regarding the separation agreement and such other agreements, refer to the sections entitled “Risk factors—Risks related to the Transactions and our relationship with Flex” and “Certain relationships and related party transactions—Agreements with Flex.”

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Dividend policy

Immediately prior to the consummation of this Offering, the LLC will make the Distribution in respect of the LLC Units in an aggregate amount of $175.0 million. With respect to such Distribution, $21.7 million shall be distributed to TPG and $103.3 million to Yuma and Yuma Sub in accordance with their pro rata LLC Units and $50.0 million to Flex. The Distribution will be financed, in part, with net proceeds from a $150.0 million term loan under the 2023 Credit Agreement entered into by the LLC which will be guaranteed by Nextracker Inc., and various lenders party thereto. See the section entitled “Description of indebtedness.” We currently do not anticipate paying any cash distributions or dividends on our Class A common stock after this offering and for the foreseeable future. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. The payment of any dividends on our Class A common stock in the future, and the timing and amount thereof, is within the discretion of our board of directors. The board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt facilities, industry practice, legal requirements and other factors that our board deems relevant. Our ability to pay dividends will depend on our ongoing ability to generate cash from operations, the ability of the LLC to make distributions to us, and on our access to the capital markets for liquidity. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends. See “Risk Factors—Risks Related to Our Business and Industry—In certain circumstances, the LLC will be required to make distributions to us, Yuma, Yuma Sub and TPG, and the distributions that the LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the Tax Receivables Agreement.” Under the LLC Agreement, the LLC generally is required from time to time to make pro rata cash distributions, or tax distributions, to the holders of LLC Units to help each of the holders of the LLC Units to pay taxes on such holder’s allocable share of taxable income of the LLC. Investors in our Class A common stock will not be entitled to receive any such distributions. Investors should not purchase our Class A common stock with the expectation of receiving cash dividends.

Subject to having available cash and subject to the limitations imposed by applicable law and contractual restrictions, the LLC Agreement requires the LLC to make certain distributions to each member of the LLC on a pro rata basis, including us, to facilitate their payment of taxes with respect to the income of the LLC that is allocated to them. See the section entitled “Certain relationships and related party transactions—Nextracker LLC agreement.” To the extent that the tax distributions we receive exceed the amount that we are actually required to pay for taxes, payments under the Tax Receivable Agreement and other expenses, we will not be required to distribute such excess cash. See the section entitled “Certain relationships and related party transactions—Other related party agreements—Tax receivable agreement.” Our board of directors may, in its sole discretion, choose to use such excess cash for any purpose depending upon the facts and circumstances at the time of determination.

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Capitalization

The following table sets forth the cash and capitalization as of September 30, 2022:

• of the operations that comprise the legacy solar tracker business of Flex, including Nextracker LLC and its subsidiaries on a historical basis (“Nextracker Historical”);

• of Nextracker Inc. on a pro forma basis to give effect to the separation and the Transactions, including the receipt of $150.0 million in proceeds under the 2023 Credit Agreement to, in part, make the Distribution of $175.0 million in respect of the LLC Units, the sale by us of 23,255,814 shares of Class A common stock in this offering at an assumed initial public offering price of $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, after (i) deducting the estimated underwriting discount and (ii) the application of the proceeds from this offering as described in the section entitled “Use of proceeds.”

The information below is not necessarily indicative of what our cash and capitalization would have been had the Transactions been completed as of September 30, 2022. In addition, it is not indicative of our future cash and capitalization. This table should be read in conjunction with the combined financial statements and related notes included elsewhere in this prospectus as well as “Prospectus Summary—Summary historical and pro forma condensed combined financial and other data,” “Prospectus Summary—The Transactions,” “Unaudited pro forma condensed combined financial statements,” “Selected historical combined financial data,” “Use of proceeds,” and “Management’s discussion and analysis of financial condition and results of operations.”

	As of September 30, 2022
(Unaudited) (In thousands, except share amounts)	Nextracker Historical		Nextracker Inc. Pro forma
Cash	$	84,209	$	56,820
Capitalization:
Long term debt	$	—	$	147,600
Redeemable preferred units, $0.001 par value, 50,000,000 units issued and outstanding, historical		516,668		—
Redeemable non-controlling interest		—		358,971
Equity:
Class A common stock, $0.0001 par value, 900,000,000 shares authorized, 38,535,004 shares issued and outstanding, pro forma		—		2
Class B common stock, $0.0001 par value, 500,000,000 shares authorized, 105,538,708 shares issued and outstanding, pro forma		—		11
Parent company net investment		86,400		—
Additional paid-in capital		—		83,692
Total equity		86,400		83,705
Total capitalization	$	603,068	$	590,276

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Dilution

Flex, indirectly through Yuma and Yuma Sub, will own 95,791,805 LLC Common Units and 95,791,805 shares of Class B common stock after the Transactions (or 92,303,433 LLC Common Units and 92,303,433 shares of

Class B common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Because Flex does not, directly or indirectly, own any Class A common stock or have any right to receive distributions from Nextracker Inc., we have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that all of the holders of LLC Common Units (other than Nextracker Inc.) had their LLC Common Units, together with a corresponding number of shares of Class B common stock, exchanged for 95,791,805 newly-issued shares of Class A common stock (or 92,303,433 newly issued shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) on a one-for-one basis and the transfer to the Company and cancellation for no consideration of all of their shares of Class B common stock (which are not entitled to receive distributions or dividends, whether cash or stock, from Nextracker Inc.) in order to more meaningfully present the dilutive impact on the investors in this offering. We refer to the assumed exchange of all LLC Common Units, together with a corresponding number of shares of Class B common stock, for shares of Class A common stock as described in the previous sentence as the “Assumed Exchange.”

TPG has exercised its right to have certain blocker corporations affiliated with TPG each merge with a separate direct, wholly-owned subsidiary of Nextracker Inc., with the blocker corporations surviving each such merger, in a transaction intended to qualify as a tax-free transaction, with the investors in each such blocker corporation being entitled to a number of shares of Nextracker Inc. Class A common stock with a value based on the LLC Preferred Units held by such blocker corporation. We have presented dilution in pro forma net tangible book value per share both before and after this offering assuming that TPG had their LLC Common Units, together with a corresponding number of shares of Class B common stock, exchanged for 9,746,903 newly-issued shares of Class A common stock (or 9,746,903 newly issued shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). We refer to this election by TPG as the “TPG Election.”

If you invest in our Class A common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock after this offering.

Pro forma net tangible book value per share of Class A common stock of Nextracker Inc. is determined by dividing our total tangible assets less our total liabilities by the number of shares of our Class A common stock outstanding. As of September 30, 2022, after giving effect to the Transactions (other than payment for the Transactions as described in “Use of Proceeds”, payment of the Distribution, and receipt of the proceeds from the 2023 Credit Agreement), the Assumed Exchange, and the TPG Election but not this offering, we had a pro forma net tangible book value of $351.1 million or $2.91 per share.

After giving further effect to (i) the receipt of the net proceeds from our issuance and sale of 23,255,814 shares of Class A common stock at an assumed initial public offering price of $21.50 per share the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discount and the application of the net proceeds from this offering as described in the section entitled “Use of proceeds,” and (ii) the receipt of $150.0 million in proceeds under the 2023 Credit Agreement to make the Distribution of $175.0 million in respect of the LLC Units, our pro forma as adjusted net tangible book value as of September 30, 2022 would have been $176.1 million, or $1.22 per share of Class A common stock. This amount represents an immediate decrease in pro forma net tangible book value of $1.69 per share to our existing stockholders and an immediate dilution of approximately $20.28 per share to new investors participating in this offering. We determine dilution by subtracting the pro forma as adjusted net

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tangible book value per share after this offering from the amount of cash that a new investor paid for a share of Class A common stock. The following table illustrates this dilution to new investors on a per share basis:

Assumed initial public offering price per share of Class A common stock				$	21.50
Pro forma net tangible book value per share as of September 30, 2022, after giving effect to the Transactions (1), and the Assumed Exchange, and the TPG Election but not this offering	$	2.91
Decrease in pro forma net tangible book value per share attributable to new investors in this offering	$	(1.69	)
Pro forma as adjusted net tangible book value per share, after this offering				$	1.22
Dilution per share to new Class A common stock to new investors in this offering				$	20.28

(1) Pro forma net tangible book value per share as of September 30, 2022 does not give effect to the receipt of $150.0 million in proceeds under the 2023 Credit Agreement to make the Distribution of $175.0 million in respect of the LLC Units, and the payment for Yuma’s transfer to us of 23,255,814 LLC Common Units, as such amounts will be paid with proceeds from the offering.

A $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share of Class A common stock, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would have no effect on pro forma as adjusted net tangible book value per share after this offering and would increase or decrease dilution to new investors by $1.00 per share of Class A common stock, assuming that the number of shares of Class A common stock offered by us set forth on the front cover of this prospectus remains the same, and after deducting the estimated underwriting discount.

The exercise in full of the underwriters’ option to purchase additional shares would have no effect on, pro forma as adjusted net tangible book value per share after this offering and no effect on dilution to new investors.

The following table summarizes, as of September 30, 2022, on the pro forma as adjusted basis described above (including the Assumed Exchange and the TPG Election), the total number of shares of Class A common stock purchased from us, the total consideration paid to us, or to be paid, and the average price paid per share, or to be paid, by the existing stockholders and by new investors purchasing shares from us in this offering, based on an assumed initial public offering price of $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discount:

	Shares of Class A common and Class B stock				Total consideration				Average price per share
	Number		Percent		Amount		Percent
Existing Stockholders		120,817,898		83.9%	$	500,000,000		50.0%	$	4.14
New Investors		23,255,814		16.1		500,000,000		50.0		21.50
Total		144,073,712		100.0%	$	1,000,000,000		100.0%		—

A $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share of Class A common stock, the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid by new investors in the Class A common stock and total consideration paid by all holders of Class A common stock by $23.3 million, assuming that the number of shares of Class A common stock offered by us set forth on the cover page of this prospectus remains the same, and before deducting the estimated underwriting discount.

An increase or decrease of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase or decrease the total consideration paid to us by new investors in the Class A common stock and

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total consideration paid to us by all holders of Class A common stock by $21.5 million, based on an assumed initial public offering price of $21.50 per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, and before deducting the estimated underwriting discount.

Except as otherwise indicated, the above discussion and table assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters’ option to purchase additional shares is exercised in full, as of September 30, 2022, on the as adjusted basis described above (including the Assumed Exchange and the TPG Election), our existing stockholders would own 81.4% and our new investors would own 18.6% of the total number of shares of our Class A common stock outstanding upon completion of this offering.

The foregoing tables and calculations are based on the number of shares of our Class A common stock that will be outstanding immediately following the Transactions, including this offering, and after giving effect to the Assumed Exchange and the TPG Election, but excluding 12,857,143 shares of our Class A common stock reserved for issuance under our Equity Incentive Plan which will be available for issuance after this offering, which includes 1,157,473 shares of Class A common stock issuable upon vesting of RSUs which vest partly upon the completion of this offering, and then from April 2023 to April 2024.

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Selected historical combined financial data

The following selected historical combined financial data reflects the combined assets and results of operations of the operations that comprise the legacy solar tracker business of Flex, including the LLC (formerly known as NEXTracker Inc.) and its subsidiaries. We derived the combined statement of operations and comprehensive income data for the years ended March 31, 2022, 2021 and 2020, and the combined balance sheet data as of March 31, 2022 and 2021, from our historical audited combined financial statements, which are included elsewhere in this prospectus. We derived the condensed combined statement of operations and comprehensive income data for the six-month periods ended September 30, 2022 and October 1, 2021, and the condensed combined balance sheet data as of September 30, 2022, from our historical unaudited condensed combined financial statements, which are included elsewhere in this prospectus.

Throughout the period covered by the combined financial statements, we did not operate as a separate entity and stand-alone separate historical financial statements for us have not been prepared. These combined financial statements have been derived from Flex’s historical accounting records and are presented on a carve-out basis. All sales and costs as well as assets and liabilities directly associated with our business activity are included as a component of the combined financial statements. The combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Flex’s corporate office and allocations of related assets, liabilities, and Flex’s investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from Flex during the periods presented. In addition, the results for the six-month period ended September 30, 2022 should not be viewed as indicative of the results that may be expected for the fiscal year ending March 31, 2023. Per share data has not been presented since our business was wholly owned by Flex during the periods presented. During the fourth quarter of fiscal year 2022, we entered into a transition services agreement with Flex, whereby Flex agreed to provide or cause to be provided certain services to us, which were previously included as part of the allocations from Flex. As consideration, we agreed to pay Flex the amount specified for each service as described in the transition service agreement. See the section entitled “Certain relationships and related party transactions—Agreements with Flex.” Related-party allocations, including the method for such allocations, are discussed further in “Relationship with parent and related parties” in Note 8 of the notes to the audited combined financial statements.

This selected historical combined financial data should be reviewed in combination with the sections entitled “Unaudited pro forma condensed combined financial statements,” “Capitalization,” “Management’s discussion and analysis of financial condition and results of operations” and the combined financial statements and accompanying notes included in this prospectus.

	Six-month periods ended				Fiscal year ended March 31,
(In thousands)	September 30, 2022		October 1, 2021		2022		2021		2020
	(unaudited)
Combined Statement of Operations and Comprehensive Income Data:
Revenue	$	870,372	$	680,172	$	1,457,592	$	1,195,617	$	1,171,287
Cost of sales		755,970		605,857		1,310,561		963,636		958,380
Gross profit		114,402		74,315		147,031		231,981		212,907
Selling, general and administrative expenses		36,862		26,140		66,948		60,442		55,361

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	Six-month periods ended				Fiscal year ended March 31,
(In thousands)	September 30, 2022		October 1, 2021		2022		2021		2020
	(unaudited)
Research and development		8,299		6,951		14,176		13,008		8,641
Operating income		69,241		41,224		65,907		158,531		148,905
Interest and other, net		1,248		280		799		502		(24	)
Income before income taxes		67,993		40,944		65,108		158,029		148,929
Provision for income taxes		16,776		8,371		14,195		33,681		30,673
Net income and comprehensive income	$	51,217	$	32,573	$	50,913	$	124,348	$	118,256

	As of September 30,		As of March 31,
(In thousands)	2022		2022			2021
	(unaudited)
Combined Balance Sheet Data:
Working capital(1)	$	333,700	$	240,691		$	191,902
Total assets		1,287,758		1,017,289			880,969
Accumulated net parent investment		86,400		(3,035	)		456,047

⁽¹⁾  Working capital is defined as current assets, less current liabilities.

	Six-month periods ended						Fiscal year ended March 31,
(In thousands)	September 30, 2022			October 1, 2021			2022			2021			2020
	(unaudited)
Combined Statements of Cash Flows Data:
Net cash provided by (used in) operating activities	$	52,461		$	(31,187	)	$	(147,113	)	$	94,273			$240,999
Net cash used in investing activities		(1,311	)		(3,272	)		(5,750	)		(2,963	)		(1,655	)
Net cash provided by (used in) financing activities		3,989			(26,422	)		(8,656	)		96,329			(250,765	)

	Six-month periods ended				Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022		October 1, 2021		2022		2021		2020
Other Financial Information:
Non-GAAP gross profit(1)	$	115,282	$	78,911	$	152,599	$	242,016	$	222,503
Non-GAAP operating income(1)		73,614		49,987		90,363		177,850		168,025
Non-GAAP net income(1)		53,800		38,991		69,870		140,279		134,260
Adjusted EBITDA(1)		73,764		51,072		92,279		179,164		170,663
Net income (% of revenue)		5.9%		4.8%		3.5%		10.4%		10.1%
Adjusted EBITDA (% of revenue)(1)		8.5%		7.5%		6.3%		15.0%		14.6%
Adjusted free cash flow(1)	$	51,150	$	(34,459)	$	(152,863)	$	91,810	$	239,344

(1) Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA

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margin and Adjusted free cash flow as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow differently from us, which further limits their usefulness as comparative measures.

Because of these limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow below and not rely on any single financial measure to evaluate our business.

	Six-month periods ended						Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022			October 1, 2021			2022			2021			2020
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
GAAP gross profit	$	114,402		$	74,315		$	147,031		$	231,981		$	212,907
Stock-based compensation expense		755			679			1,526			1,953			1,643
Intangible amortization		125			3,917			4,042			8,082			7,953
Non-GAAP gross profit	$	115,282		$	78,911		$	152,599		$	242,016		$	222,503
GAAP operating income	$	69,241		$	41,224		$	65,907		$	158,531		$	148,905
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP operating income	$	73,614		$	49,987		$	90,363		$	177,850		$	168,025
GAAP net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Adjustment for taxes		(1,790	)		(2,345	)		(5,499	)		(3,388	)		(3,116	)
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP net income	$	53,800		$	38,991		$	69,870		$	140,279		$	134,260
Net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Interest, net		(165	)		34			34			20			(144	)
Provision for income taxes		16,776			8,371			14,195			33,681			30,673
Depreciation expense		1,563			1,331			2,681			1,796			2,758
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Adjusted EBITDA	$	73,764		$	51,072		$	92,279		$	179,164		$	170,663
Net income (% of revenue)		5.9%			4.8%			3.5%			10.4%			10.1%
Adjusted EBITDA (% of revenue)		8.5%			7.5%			6.3%			15.0%			14.6%

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	Six-month periods ended						Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022			October 1, 2021			2022			2021			2020
	(unaudited)
Net cash provided by (used in) operating activities	$	52,461		$	(31,187	)	$	(147,113	)	$	94,273		$	240,999
Purchase of property and equipment		(1,335	)		(3,439	)		(5,917	)		(2,463	)		(1,655	)
Proceeds from disposition of property and equipment		24			167			167			—			—
Adjusted free cash flow	$	51,150		$	(34,459	)	$	(152,863	)	$	91,810		$	239,344

⁽¹⁾  Represents additional charges incurred in relation to the litigation with ATI, as further described in Note 9, “Commitments and contingencies” to the combined financial statements. The estimated net settlement and direct legal costs in the aggregate are excluded from the Company’s Non-GAAP income. Based on historical experience, we do not believe that the settlement and associated charges are normal, recurring operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of the Company’s business strategies.

Preliminary financial results for the three and nine months ended December 31, 2022 (unaudited)

We are in the process of finalizing our financial results for the three and nine months ended December 31, 2022. The following presents certain preliminary financial results representing our estimates as of and for the three and nine months ended December 31, 2022, which are based only on currently available information and do not present all necessary information for an understanding of our financial condition as of December 31, 2022 or our results of operations for the three and nine months ended December 31, 2022. We have provided estimates for the unaudited financial data described below primarily because our financial closing procedures for the three and nine months ended December 31, 2022 are not yet complete. Our final actual reported results may vary from these preliminary estimates and may not be indicative of our final reported financial results for these periods or for the remainder of our fiscal 2023 or any other future period.

We expect to complete our financial statements for the three and nine months ended December 31, 2022 subsequent to the completion of this offering. While we are currently unaware of any items that would require us to make adjustments to the financial data set forth below, it is possible that we or our independent registered public accounting firm may identify such items as we complete our financial statements and any resulting changes could be material. Accordingly, undue reliance should not be placed on these preliminary financial estimates, which are subject to risks and uncertainties, many of which are not within our control. These preliminary estimates should be read in conjunction with our audited combined financial statements and the related notes thereto, our unaudited condensed combined financial statements and the related notes

thereto, and the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” and “Special Note Regarding Forward-Looking Statements” included elsewhere in this prospectus.

The preliminary financial results presented below have been prepared by and are the responsibility of management. Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the preliminary three- and nine-month periods ended December 31, 2022 financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the preliminary three- and nine-month periods ended December 31, 2022 financial information.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are intended as supplemental measures of performance that are neither

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required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow differently from us, which further limits their usefulness as comparative measures.

Because of these limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow below and not rely on any single financial measure to evaluate our business.

	Nine-month period ended						Three-month ended
(In millions)	December 31, 2022			December 31, 2021			December 31, 2022		December 31, 2021
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
GAAP gross profit	$	197		$	108		$	82	$	34
Stock-based compensation expense		1			1			1		—
Intangible amortization		—			4			—		—
Non-GAAP gross profit	$	198		$	113		$	83	$	34
GAAP operating income	$	128		$	58		$	58	$	17
Stock-based compensation expense		3			2			1		1
Intangible amortization		1			8			—		—
Legal		1			—			—		—
Other		—			—			—		—
Non-GAAP operating income	$	133		$	68		$	59	$	18
GAAP net income	$	94		$	45		$	42	$	13
Stock-based compensation expense		3			2			1		1
Intangible amortization		1			8			—		—
Adjustment for taxes		(2	)		(2	)		—		—
Legal		1			—			—		—
Other		—			—			—		—
Non-GAAP net income	$	97		$	53		$	43	$	14

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	Nine-month period ended				Three-month ended
(In millions)	December 31, 2022		December 31, 2021		December 31, 2022		December 31, 2021
	(unaudited)
Net income	$	94	$	45	$	42	$	13
Interest, net		—		—		—		—
Provision for income taxes		35		13		18		4
Depreciation expense		2		2		1		1
Intangible amortization		1		8		—		—
Stock-based compensation expense		3		2		1		1
Legal		1		—		—		—
Other		—		—		—		—
Adjusted EBITDA	$	136	$	70	$	62	$	19

	Nine-month period ended
(In millions)	December 31, 2022			December 31, 2021
	(unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
Net cash provided by (used in) operating activities . . . . . . . . . . . . . . . . . . .	$	72		$	(106	)
Purchase of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		(3	)		(5	)
Proceeds from disposition of property and equipment . . . . . . . . . . . . . . . . .		—			—
Adjusted free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..	$	96		$	(111	)

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Unaudited pro forma condensed combined financial statements

The following unaudited pro forma condensed combined financial statements consist of the unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the six-month period ended September 30, 2022 and the year ended March 31, 2022 and the unaudited pro forma condensed combined balance sheet as of September 30, 2022, which were derived from the Nextracker historical unaudited condensed combined financial statements and the Nextracker historical audited combined financial statements included elsewhere in this prospectus. The pro forma adjustments give effect to the Transactions and this offering, as described in the notes to the unaudited pro forma combined financial statements. The unaudited pro forma condensed combined statements of operations and comprehensive income (loss) for the six-month period ended September 30, 2022 and the year ended March 31, 2022 give effect to the Transactions and this offering as if they had occurred on April 1, 2021, which was the first day of fiscal year 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to the Transactions and this offering as if they had occurred on September 30, 2022. References to the “Company” in this section and in the following unaudited pro forma condensed combined financial statements and our combined financial statements included in this prospectus shall mean the legacy Nextracker business.

The unaudited pro forma condensed combined financial statements giving effect to the Transactions have been prepared in accordance with Article 11 of the SEC’s Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” which became effective on January 1, 2021, and the unaudited pro forma condensed combined financial statements are presented in accordance therewith.

The unaudited pro forma condensed combined financial statements include certain adjustments that are necessary to present fairly our unaudited pro forma condensed combined statement of operations and comprehensive income (loss) and unaudited pro forma condensed combined balance sheet as of and for the periods indicated. The pro forma adjustments are based on currently available information and assumptions that management believes are, under the circumstances and given the information available at this time, reasonable and include changes necessary to reflect the Company’s financial condition and results of operations as if we were a stand-along entity. Actual adjustments may differ materially from the information presented herein.

Transaction accounting adjustments that reflect the effects of the Transactions include the following adjustments:

• the impact of selling 23,255,814 shares of our Class A common stock in this offering and the use of proceeds from this offering to purchase 23,255,814 LLC Common Units, together with a corresponding number of shares of Class B common stock, from Yuma (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the estimated underwriting discount;

• the anticipated post-offering capital structure;

• the receipt of $150.0 million in proceeds under the 2023 Credit Agreement to, in part, make the Distribution of $175.0 million in respect of the LLC Units immediately prior to the consummation of this Offering; and

• the increase to interest expense for the following:

• an assumed annual interest rate of 6.06% on the $150.0 million under the 2023 Credit Agreement, inclusive of amortization of debt issuance costs, of $9.6 million for the year-ended March 31, 2022 and $4.8 million for the six-months ended September 30, 2022. The interest rate is variable based on the

100

Secured Overnight Finance Rate. A change in interest rate of 0.125% would have a $0.2 million impact on net income; and

• an assumed commitment fee of 0.25% per annum on the undrawn portion of the $500.0 million revolving credit facility of $1.3 million for the year-ended March 31, 2022 and $0.6 million for the six-months ended September 30, 2022. For description of our new term loan and revolving credit facility, see “Description of indebtedness” elsewhere in this prospectus.

Autonomous entity adjustments that reflect the incremental expense or other changes necessary to reflect the operations and financial position of the Company as an autonomous entity when the Company was previously part of Flex include the following adjustments:

• Increase in additional selling, general, and administrative costs of pre-tax $7.2 million for the year-ended March 31, 2022 and $4.8 million for the six-months ended September 30, 2022 related to the formalization of our arrangement with Flex related to our operations in Brazil that at a minimum require us to setup and operate a new legal entity in Brazil. See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Umbrella agreement” for further information.

The unaudited pro forma condensed combined financial statements are subject to the assumptions and adjustments described in the accompanying notes.

In connection with the separation, we entered into a transition services agreement with Flex, pursuant to which Flex and its subsidiaries will provide us and our subsidiaries with various services. The charges for transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services.

Other than the adjustment to setup and operate a new legal entity in Brazil, no adjustments have been included in the unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for additional annual operating costs. Expenses reported in our combined statements of operations and comprehensive income (loss) include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Flex’s corporate office and allocations of related assets, liabilities, and Flex’s investment, as applicable. Management has reviewed potential autonomous entity adjustments per S-X rules and concluded that no adjustments were needed to depict IPO Issuer because such potential items have already been included in the historical LLC financial statements. The impacts of the transition services agreement include a full year impact for the 2022 financial statements, such that no incremental expense would be required in the pro forma financial statements. The transition services agreement will not change upon the separation date.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs.

We expect to incur additional separate public company costs in excess of the costs that have been historically allocated to us. We have not adjusted the accompanying unaudited pro forma combined financial statements for any of these estimated costs as they are projected amounts based on estimates.

Moreover, we expect Flex or us to incur certain nonrecurring internal costs to implement certain new systems. All such costs incurred prior to the transactions described above were incurred entirely by Flex and we estimate such costs going forward will not have a material impact on our financial statements.

The unaudited pro forma condensed combined financial statements have been presented for informational purposes only. The pro forma information is not necessarily indicative of our results of operations or financial condition had the Transactions and our anticipated post-Transaction capital structure been completed on the date assumed and should not be relied upon as a representation of our future results of operations or financial position as a separate, publicly-traded company during such periods.

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The following unaudited pro forma combined balance sheet and unaudited pro forma condensed combined statements of operations and comprehensive income (loss) should be reviewed in combination with the Nextracker historical combined financial statements and accompanying notes and “Management’s discussion and analysis of financial condition and results of operations” included in this prospectus.

	As of September 30, 2022
(In thousands, except share and per share data)	Nextracker Historical		Transaction accounting adjustments				Autonomous entity adjustments		Financing adjustments			Nextracker Inc. Pro forma
Unaudited pro forma condensed combined balance sheet:
Assets
Current assets:
Cash	$	84,209		(174,989	)	(1)		—		147,600	(7)	$	56,820
Accounts receivable, net of allowance of $2,792		280,911		—				—		—			280,911
Contract assets		283,773		—				—		—			283,773
Inventories		240,024		—				—		—			240,024
Other current assets		96,549		(6,772	)	(1)		—		—			89,777
Total current assets		985,466		(181,761	)			—		147,600			951,305
Property and equipment, net		7,509		—				—		—			7,509
Goodwill		265,153		—				—		—			265,153
Other intangible assets, net		1,446		—				—		—			1,446
Deferred tax asset		—		162,774		(2)		—		—			162,774
Other assets		28,184		(15,403	)	(2)		—		—			12,781
Total assets	$	1,287,758		(34,390	)			—		147,600		$	1,400,968
Liabilities and equity
Current liabilities:
Accounts payable	$	355,829		—				—		—		$	355,829
Accrued expenses		57,334		—				—		—			57,334
Deferred revenue		169,774		—				—		—			169,774
Due to related parties		48,367		—				—		—			48,367
Other current liabilities		20,462		—				—		—			20,462
Total current liabilities		651,766		—				—		—			651,766
Debt		—		—				—		147,600	(7)		147,600
TRA liability		—		126,002		(2)		—		—			126,002
Other liabilities		32,924		—				—		—			32,924
Total liabilities	$	684,690		126,002				—		147,600		$	958,292
Commitments and contingencies
Redeemable preferred units, $0.001 par value, 50,000,000 units issued and outstanding, historical		516,668		(516,668	)	(3)		—		—			—
Redeemable non-controlling interest		—		358,971		(4)		—		—			358,971
Equity
Class A common stock, par value $0.0001, 900,000,000 shares authorized, 38,535,004 shares issued and outstanding, pro forma		—		2		(1)		—		—			2
Class B common stock, par value $0.0001, 500,000,000 shares authorized, 105,538,708 shares issued and outstanding, pro forma		—		11		(1)		—		—			11
Accumulated net parent investment		86,400		(86,400	)	(5)		—		—			—
Additional paid in capital		—		83,692		(6)		—		—			83,692
Total equity (deficit)	$	86,400		(2,695	)			—		—		$	83,705
Total liabilities, redeemable non-controlling interest, and equity	$	1,287,758		(34,390	)			—		147,600		$	1,400,968

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(1) Adjustment represents the following transactions summarized as follows (in millions) and each more fully described below (paragraphs a-c):

Net cash proceeds from this offering	$	475.0	(a)
Proceeds from issuance of Class B common stock		0.0	(a)
Payment for the purchase of LLC interests		(475.0	)(b)
Distribution to TPG, Yuma, Yuma Sub, and Flex		(175.0	)(c)
Decrease in cash and cash equivalents	$	(175.0	)

(a) Represents the receipt of approximately $475.0 million by us associated with the sale of 23,255,814 shares of our Class A common stock $0.0001 par value in this offering at the assumed initial public offering price of $21.50 per share (the midpoint of the estimated price range set forth on the cover page of this prospectus) after deducting the estimated underwriting discount. A $1.00 increase or decrease in the assumed initial public offering price of $21.50 per share would increase or decrease the net proceeds we receive from this offering by approximately $23.3 million, assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting the underwriting discount. Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) the net proceeds we receive from this offering by approximately $21.5 million, assuming an initial public offering price of $21.50 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discount. Deferred offering costs of $6.8 million included in Other current assets of the historical financial information have been removed as these associated costs have been paid by Flex.

The following table reconciles the gross proceeds from this offering to the net cash proceeds to Nextracker, Inc., exclusive of transaction (b) described below (in thousands):

Assumed initial public offering price	$	21.50
Shares of Class A common stock issued in this offering		23,255,814
Gross proceeds		500,000
Underwriting discount		(25,000	)
Net cash proceeds	$	475,000

Additionally, the adjustment also includes the issuance of 105,538,708 shares of our Class B common stock at $0.0001 par value.

(b) Represents the payment for the purchase of 23,255,814 LLC common units from Yuma at a purchase price per unit equal to the initial public offering price of $21.50 per share of Class A common stock the midpoint of the estimated price range set forth on the cover page of this prospectus less the estimated underwriting discount.

(c) Represents the Distribution in respect of the LLC Units in an aggregate amount of $175.0 million. With respect to such Distribution, an aggregate amount of $21.7 million shall be distributed to TPG and $103.3 million to Yuma and Yuma Sub in accordance with their pro rata LLC Units and $50.0 million to Flex. The Distribution will be financed, in part, with net proceeds from a $150.0 million term loan under the 2023 Credit Agreement (as described in (7)) entered into by the LLC which will be guaranteed by Nextracker Inc., and various lenders party thereto.

(2) Adjustments reflect the effects of the TRA on our consolidated balance sheet as a result of Nextracker’s purchase of LLC common units. Pursuant to the TRA, Nextracker will be required to make cash payments to the Yuma, Yuma Sub, and TPG equal to 85% of the savings, if any, in U.S. federal, state and local income taxes that Nextracker actually realizes, or in some circumstances is deemed to realize, as a result of certain future tax benefits to which Nextracker may become entitled. Nextracker expects to benefit from the remaining 15% of the tax benefits, if any, that it may actually realize. As a result of Nextracker’s purchase of LLC common units from Yuma in this offering, on a cumulative basis, the net effect of accounting for income taxes and the TRA on our financial statements will be a net increase in additional paid in capital of $21.4 million. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA have been estimated and are based on the assumption that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets. A summary of the adjustments is as follows:

• we will record an increase of $147.4 million in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased LLC Common Units, based on a statutory income tax rate of 25.0% (which includes a provision for U.S. federal, state, and local income taxes). Historical deferred tax assets of $15.4 million have been reclassed from Other assets for a total deferred tax asset balance of $162.8 million.

• we will record $126.0 million TRA liability, which represents 85% of the estimated realizable tax benefit resulting from (i) the increase in tax basis in the tangible and intangible assets of Nextracker LLC related to the purchased LLC common units as noted above and (ii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA, as an increase to the liability due to Yuma, Yuma Sub, and TPG under the TRA; and

• we will record an increase to additional paid-in capital of $21.4 million, related to the difference between the increase in deferred tax assets and the increase in liability due to Yuma, Yuma Sub, and TPG under the TRA.

(3) Reflects the automatic conversion of $516.7 million of Series A Preferred Units converted into LLC common units based on the valuation assuming an initial public offering share price of $21.50 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

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(4) As a result of the Transactions, Nextracker’s sole material asset will be the ownership of 16.1% of the LLC common units in, and its only business will be to act as the sole manager of, Nextracker LLC. Therefore, pursuant to ASC 810 Consolidation, we will consolidate the financial results of Nextracker LLC into our consolidated financial statements. The ownership interests of the members of Nextracker LLC other than Nextracker will be accounted for as a redeemable non-controlling interest in Nextracker’s consolidated financial statements after this offering, which is reflected as a $359.0 million increase to Pro forma redeemable non-controlling interests calculated as follows (in thousands):

Pro forma net book value member’s interest	$	428,068
Pro forma redeemable non-controlling interest ownership		83.9%
Pro forma redeemable non-controlling interest in Nextracker LLC held by Yuma, Yuma Sub and TPG	$	358,971

(5) Reflects the adjustment of $86.4 million for the elimination of Net parent investment and establishment of Additional paid-in capital as part of the purchase of 16.1% of LLC common units in Nextracker LLC from Yuma.

(6) Reflects the impact of the transactions described in (1), (2), (3), (4) and (5) above on Additional paid-in capital summarized as follows (in millions):

Share price in excess of par value of Class A common stock issued in this offering (1)	$	500.0
Underwriting discount (1)		(25.0	)
Removal of deferred offering costs paid by Flex (1)		(6.8	)
Distribution to Flex, Yuma, Yuma Sub, and TPG (1)		(175.0	)
Net impact of TRA and deferred income taxes (2)		21.4
Automatic conversion of redeemable Series A Preferred Units converted into LLC common units (3)		516.7
Reclassification of redeemable non-controlling interest to mezzanine equity (4)		(359.0	)
Purchase of 16.1% of LLC common units of Nextracker LLC from Yuma and impact of elimination of Net parent investment (1)(5)		(388.6	)
Additional paid-in capital	$	83.7

(7) Reflects the $150 million term loan under the 2023 Credit Agreement to finance the Distribution, less $2.6 million in debt issuance costs to be incurred. The debt issuance costs includes $0.2 million of fees that will be paid over the five year term of the debt.

	Six-month period ended September 30, 2022
(In thousands, except share and per share data)	Nextracker Historical		Transaction accounting adjustments		Autonomous entity adjustments				Financing adjustment				Nextracker Inc. Pro forma
Unaudited pro forma condensed combined statement of operations and comprehensive income (loss):
Revenue	$	870,372		—		—				—			$	870,372
Cost of sales		755,970		—		—				—				755,970
Gross profit		114,402		—		—				—				114,402
Selling, general and administrative expenses		36,862		—		4,763		(1)		—				41,625
Research and development		8,299		—		—				—				8,299
Operating income		69,241		—		(4,763	)			—				64,478
Interest and other, net		1,248		—		—				5,430		(2)		6,678
Income before income taxes		67,993		—		(4,763	)			(5,430	)			57,800
Provision/(Benefit) for income taxes		16,776		—		(1,191	)	(1)(4)		(1,293	)	(2)(4)		14,292

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	Six-month period ended September 30, 2022
(In thousands, except share and per share data)	Nextracker Historical		Transaction accounting adjustments		Autonomous entity adjustments			Financing adjustment			Nextracker Inc. Pro forma
Net income and comprehensive income		$ 51,217		—	$	(3,572	)	$	(4,137	)		43,508
Net income and comprehensive income attributable to non-controlling interests												36,485		(3	)
Net income and comprehensive income attributable to Nextracker Inc.												7,023		(3	)
Paid-in-kind dividend for the LLC Preferred Units												(12,500	)	(7	)
Pro forma net loss available to common stockholders											$	(5,477	)
Basic pro forma net loss per share											$	(0.13	)	(5	)
Diluted pro forma net loss per share											$	(0.13	)	(5	)
Weighted average number of common shares outstanding, basic												43,439,323		(5	)
Weighted average number of common shares outstanding, diluted												43,439,323		(5	)

	Fiscal year ended March 31, 2022
(In thousands, except share and per share data)	Nextracker Historical		Transaction accounting adjustments		Autonomous entity adjustments				Financing Adjustment				Nextracker Inc. Pro forma
Unaudited pro forma condensed combined statement of operations and comprehensive income (loss):
Revenue	$	1,457,592		—		—				—			$	1,457,592
Cost of sales		1,310,561		—		—				—				1,310,561
Gross profit		147,031		—		—				—				147,031
Selling, general and administrative expenses		66,948		—		7,158		(1)		—				74,106
Research and development		14,176		—		—				—				14,176
Operating income		65,907		—		(7,158	)			—				58,749
Interest and other, net		799		—		—				10,860		(2)		11,659
Income before income taxes		65,108		—		(7,158	)			(10,860	)			47,090
Provision/(Benefit) for income taxes		14,195		—		(1,789	)	(1)(4)		(2,585	)	(2)(4)		9,821
Net income and comprehensive income	$	50,913		—	$	(5,369	)		$	(8,275	)			37,269
Net income and comprehensive income attributable to non-controlling interests														31,253		(3	)
Net income and comprehensive income attributable to Nextracker Inc.														6,016		(3	)
The Distribution														(21,713	)	(6	)
Paid-in-kind dividend for the LLC Preferred Units														(4,168	)	(7	)

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	Fiscal year ended March 31, 2022
(In thousands, except share and per share data)	Nextracker Historical	Transaction accounting adjustments	Autonomous entity adjustments	Financing Adjustment	Nextracker Inc. Pro forma
Pro forma net loss available to common stockholders					$	(19,865	)
Basic pro forma net loss per share					$	(0.46	)	(5	)
Diluted pro forma net loss per share					$	(0.46	)	(5	)
Weighted average number of common shares outstanding, basic						43,439,323		(5	)
Weighted average number of common shares outstanding, diluted						43,439,323		(5	)

(1) Represents increase in additional selling, general, and administrative costs of pre-tax $7.2 million for the year-ended March 31, 2022 and $4.8 million for the six-months ended September 30, 2022 related to the formalization of our arrangement with Flex related to our operations in Brazil that at a minimum require us to setup and operate a new legal entity in Brazil. See the section entitled “Certain relationships and related party transactions—Agreements with Flex—Umbrella agreement” for further information.

(2) Reflects the increase to interest expense for the following:

• an assumed annual interest rate of 6.06% on the $150.0 million under the 2023 Credit Agreement, inclusive of amortization of debt issuance costs, of $9.6 million for the year-ended March 31, 2022 and $4.8 million for the six-months ended September 30, 2022. The interest rate is variable based on the Secured Overnight Finance Rate. A change in interest rate of 0.125% would have a $0.2 million impact on net income; and

• an assumed commitment fee of 0.25% per annum on the undrawn portion of the $500.0 million revolving credit facility of $1.3 million for the year-ended March 31, 2022 and $0.6 million for the six-months ended September 30, 2022. For description of our new term loan and revolving credit facility, see “Description of indebtedness” elsewhere in this prospectus.

(3) As a result of the Transactions, Nextracker will be the sole manager of Nextracker LLC, and will have a minority economic interest in Nextracker LLC, but as the sole manager will have all management powers over the business and affairs and will conduct, direct and exercise full control over the activities of Nextracker LLC. Immediately following this offering, the non-controlling interest, representing the members of Nextracker LLC other than Nextracker, will be 80.7% of the outstanding LLC Interests. Net income attributable to the non-controlling interest holders of Nextracker represents 80.7% of income before income taxes, as well as net income attributable to non-controlling interest holders of Nextracker LLC.

(4) Following this offering, Nextracker Inc. will be subject to a statutory income tax rate of 25.0% for U.S. federal and state income tax on its proportionate ownership share of income allocated from Nextracker LLC. Nextracker Inc. will not be subject to U.S. federal and state income tax on the portion of domestic income from Nextracker LLC that is allocable to non controlling interests, thereby reducing Nextracker Inc.’s income tax expense. This adjustment also reflects the income tax impact for adjustments (1) and (2) above which totals pre-tax expenses of $7.2 million and $10.9 million, respectively, for the year-ended March 31, 2022 and pre-tax expenses of $4.8 million and $5.4 million, respectively, for the six-months ended September 30, 2022.

(5) Pro forma basic net loss per share is computed using pro forma net loss attributable to common stockholders divided by the weighted average number of common shares outstanding during the period. Weighted-average common shares outstanding is based on shares outstanding, which is the number of shares of our Class A common stock expected to be outstanding following this offering. The calculation includes 23,255,814 shares assumed to be sold in this offering as of the date of this offering and 15,279,190 LLC Preferred Units converted to LLC Common Units and exchanged for Class A common stock. The calculation does not consider Class B common stock as these shares do not participate in earnings of Nextracker. There were no potentially dilutive equity securities for the fiscal year ended March 31, 2022. For the six-month period ended September 30, 2022, 5.6 million equity-based compensation awards were excluded from the computation of diluted pro forma net loss per share attributable to common stockholders because including them would have been anti-dilutive. Basic and diluted weighted average number of common shares includes the impact of an additional 4,904,320 shares representing the incremental amount of shares needed to pay the portion of the $175.0 Distribution that exceeds the net income of $69.6 million for the twelve-month period ended September 30, 2022.

(6) Represents the portion of the Distribution to TPG amounting to $21.7 million in respect of the LLC Preferred Units held by TPG, which will be paid immediately prior to the consummation of this offering and before the Automatic Conversion of the LLC Preferred Units held by TPG.

(7) Represents the Nextracker Historical paid-in kind dividend for the LLC Preferred Units of $4.2 million for the fiscal year ended March 31, 2022, and $12.5 million for the six-month period ended September 30, 2022.

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Management’s discussion and analysis of financial condition and results of operations

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Nextracker,” the “Company,” “we,” “us” and “our” shall mean the LLC (formerly known as NEXTracker Inc. and its subsidiaries).

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our financial statements with a narrative from the perspective of Company’s management. You should read the following discussion in conjunction with the “Selected historical combined financial data,” our combined financial statements and accompanying notes and the section entitled “Business” included in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections entitled “Special note regarding forward-looking statements” and “Risk factors.”

Overview

We are a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Our products enable solar panels, also known as modules, in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. We led the solar industry based on GW shipped globally in 2015 and both globally and in the United States from 2016 to 2021. We delivered approximately 15 GW, 12 GW and over 10 GW to our customers in fiscal years 2022, 2021 and 2020, respectively. In addition, we delivered approximately 8.0 GW during the six-month period ended September 30, 2022 compared to approximately 6.9 GW during the six-month period ended October 1, 2021.

We were founded in 2013 by our Chief Executive Officer, Dan Shugar, and were acquired by Flex Ltd. in 2015. Flex provides design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across five continents. Flex’s expertise in global supply chains and procurement and its strong financial backing has helped us accelerate our penetration of our end markets and run an optimized supply chain. Over time, we have developed new and innovative hardware and software products and services to scale our capabilities. In 2016, Flex acquired BrightBox Technologies on our behalf to further our machine learning capabilities.

On February 1, 2022, we issued Series A LLC Preferred Units to Flex and Flex sold all Series A LLC Preferred Units, representing a 16.67% interest of Nextracker to TPG. Additionally and in conjunction with the issuance of the Series A LLC Preferred Units, NEXTracker Inc. converted to a limited liability company, Nextracker LLC.

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We have shipped approximately 70 GW of solar tracker systems as of September 30, 2022 to projects on six continents. Our customers include engineering, procurement and construction firms (“EPCs”), as well as solar project developers and owners. Developers originate projects, select and acquire sites, obtain permits, select contractors, negotiate power offtake agreements, and oversee the building of projects. EPCs design and optimize the system, procure components, build and commission the plant, and operate the plant for a limited time until transfer to a long-term owner. Owners, which are often independent power producers, own and operate the plant, typically as part of a portfolio of similar assets. Owners generate cash flows through the sale of electricity to utilities, wholesale markets, or end users.

For the majority of our projects, our direct customer is the EPC. We also engage with project owners and developers and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPC firms and solar project developers and owners in the world. We had revenues of $870.4 million for the six-month period ended September 30, 2022 and $1.5 billion in fiscal year 2022.

The following tables set forth geographic information of revenue based on the locations to which the products are shipped:

	Six-month periods ended
(In thousands) (Unaudited)	September 30, 2022			October 1, 2021
Revenue:
U.S.	$	580,813	67%	$	444,040	65%
Rest of the World		289,559	33%		236,132	35%
Total	$	870,372		$	680,172

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	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Revenue:
U.S.	$	904,946	62%	$	900,927	75%	$	937,163	80%
Rest of the World		552,646	38%		294,690	25%		234,124	20%
Total	$	1,457,592		$	1,195,617		$	1,171,287

The following table sets forth the revenue from customers that individually accounted for greater than 10% of our revenue during the periods included below:

	Six-month periods ended				Fiscal year ended March 31,
(In millions)	September 30, 2022		October 1, 2021		2022		2021		2020
	(Unaudited)
Customer A*	$	163.0	$	105.2	$	196.2	$	230.3	$	146.1
Customer B	$	—	$	78.0	$	—	$	—	$	—
Customer D	$	—	$	—	$	—	$	—	$	188.3

* SOLV Energy

During fiscal year 2020, we experienced very high demand from customers procuring system components in order to qualify for a higher ITC rate available for projects that commenced construction prior to the end of 2019. The ITC decreased from 30% for projects that commenced construction in calendar year 2019 to 26% for projects that commenced construction in 2020. An IRS safe harbor allowed solar power plant investors to treat construction as having commenced during 2019 (and thus qualify for the higher ITC rate) if a qualifying percentage of integral components was pre-purchased before the end of 2019 and certain other requirements were satisfied. As a result, many investors accelerated equipment purchases, including purchases of our tracker products, during calendar year 2019 (our fiscal year 2020) in an attempt to qualify for the commencement of construction safe harbor in 2019 and secure a 30% tax credit for the relevant projects that would be constructed in later periods. This purchasing activity significantly increased our revenue in the United States during fiscal year 2020. An additional step down to the ITC was scheduled to occur for projects that commenced construction after 2022 (from 26% to 22%) and again for projects that commenced construction after 2023 (from 22% to 10%), subject to the same safe harbor. As a result of changes made to the ITC as part of the recently-enacted Inflation Reduction Act of 2022 (the “IRA”), however, these step-downs will no longer occur. Under the IRA, when construction of a project commences will only be relevant in the near term for purposes of determining whether satisfaction of the IRA’s prevailing wage and apprenticeship requirements will need to be satisfied in order to qualify for the maximum credit generally available. Accordingly, while customers may continue to have an incentive to commence construction before certain dates, customers generally will no longer need to commence construction before the end of calendar year 2022 or calendar year 2023 to qualify for a higher credit rate. As a result, while the IRA is intended to encourage investment in solar facilities, a portion of any resulting increase in demand might be offset by a reduction in the demand surge that had been expected in fiscal years 2023 and 2024 from customers who would have purchased our tracker products in advance of the step-down in the ITC.

Our business model

We generate revenue from the sale of solar trackers, such as NX Horizon and NX Gemini, and from licensing our TrueCapture software product. Our most significant source of revenue is the sale of solar tracking products. Our customers include EPCs, as well as solar project developers and owners. We usually enter into a different contract with our customers for each individual solar project. Contracts typically stipulate total price, technical solution, specifications of the system sold, delivery and activation schedule, warranty terms and related services provided.

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The delivery period for a specific contract can range from days to several months depending on the size of the project. Our contract prices range from a few hundred thousand dollars for the smallest projects to over one hundred million dollars for the largest.

Demand for our products is driven by installations of utility-scale solar projects around the world. The volume of solar projects installations is dependent on a variety of factors, including the cost of solar plants in comparison to other forms of power generation, prevailing electricity prices, conventional power generation plant retirement, global renewable energy targets, government regulations, and public incentives promoting solar energy. Our revenue is subject to variability as these factors change over time, and as a result may cause variability in our quarterly shipments. Increases in competitive tracker pricing pressure can also affect our revenue by lowering the average selling price (“ASP”) of our products.

We operate in nearly all significant tracker markets around the world. We have dedicated sales staff in the United States, Mexico, Spain, Australia, Brazil, Singapore, India and the United Arab Emirates to support our sales activities in those geographies. Our local presence is complemented with the following go-to-market strategies:

• Our sales and marketing strategy is focused on building long-term relationships with key stakeholders involved in developing, building, owning, and maintaining utility-scale solar projects. We educate those stakeholders on the benefits of our solutions, including increased energy yield performance, superior constructability, reliability, ease of maintenance, and advanced software and sensor capabilities compared to competing products.

• In the United States and more mature international markets, our sales team maintains active relationships with key stakeholders and customers such as developers and builders of utility-scale solar systems. We leverage these relationships and knowledge of the available project pipeline, inbound requests for proposals (“RFPs”) from potential customers, and competitive dynamics. Frequently we are either awarded the project outright or become ‘short-listed’ among a group of eligible bidders. In each case we create a detailed proposal that leverages our project engineering expertise to offer a compelling project and/or project portfolio-specific value proposition.

• In less mature international markets, we leverage a variety of broad and account-based marketing techniques to acquire customers. These include conducting thought leadership seminars and developer forums, installation training programs, and participation in industry conferences, events, and trade associations.

• We set pricing for our products based on the long-term value derived from energy yield performance and total cost of ownership. For our core tracker products, we offer differing pricing to address multiple market segments based on site characteristics and weather protection requirements, among other factors.

Basis of presentation

The accompanying combined financial statements present the historical financial position, results of operations and comprehensive income (loss), changes in parent company investment and our cash flows in accordance with GAAP.

We have historically operated as part of Flex and not as a separate, publicly-traded company. The combined financial statements have been derived from Flex’s historical accounting records and are presented on a carve-out basis. All sales and costs as well as assets and liabilities directly associated with our business activity are included as a component of the combined financial statements. The combined financial statements also include allocations of certain general, administrative, sales and marketing expenses and cost of sales from Flex’s corporate office and allocations of related assets, liabilities and Flex’s investment, as applicable. The

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allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the combined financial statements had we been an entity that operated separately from Flex during these periods presented. Further, the historical financial statements may not be reflective of what our results of operations, comprehensive income, historical financial position, equity or cash flows might be in the future as a separate public company. During the fourth quarter of fiscal year 2022, we entered into a transition services agreement with Flex, whereby Flex agreed to provide or cause to be provided certain services to us, which were previously included as part of the allocations from Flex. As consideration, we agreed to pay Flex the amount specified for each service as described in the transition service agreement. See the section entitled “Certain relationships and related party transactions—Agreements with Flex.” Related-party allocations, including the method for such allocations, are discussed further in “Relationship with parent and related parties” in Note 8 of the notes to the audited combined financial statements.

For example, our historical combined financial statements include expense allocations for certain support functions that are provided on a centralized basis within Flex, such as corporate costs, shared services and other selling, general and administrative costs that benefit the Company, among others. Following this offering, under the transition services agreement Flex will continue to provide us with some of the services related to these functions on a transitional basis in exchange for agreed-upon fees, and we will incur other costs to replace the services and resources that will not be provided by Flex. We will also incur additional costs as a separate public company. Our total costs related to such support functions may differ from the costs that were historically allocated to us from Flex. These additional costs are primarily for the following:

• additional personnel costs, including salaries, benefits and potential bonuses and/or stock-based compensation awards for staff, including staff additions to replace support provided by Flex that is not covered by the transition services agreement; and

• corporate governance costs, including director and officer insurance costs, board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and Nasdaq listing fees.

Certain factors could impact the nature and amount of these separate public company costs, including the finalization of our staffing and infrastructure needs. We expect to incur additional separate public company costs in excess of the costs that have been historically allocated to us.

As part of Flex, we have been dependent upon Flex for all of our working capital and financing requirements as Flex used a centralized approach to cash management and financing of its operations. Our financial transactions are accounted for through our “net parent investment” account and none of Flex’s debt at the corporate level has been assigned to us in the financial statements. Historically, as we generated cash flows from operations, cash has been swept by Flex into global cash accounts managed at the parent level. In March 2021, the U.S. cash pooling arrangement between us and Flex was terminated and we executed a new cash pooling agreement. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling management programs intra-quarter, and all outstanding positions are settled or scheduled for settlement as of each quarter end. We have also historically utilized Flex for financial support in the form of parent guarantees and letters of financial support to execute certain arrangements with our customers.

Reverse unit split

The board of managers and the members of Nextracker LLC approved an amendment to the Prior LLC Agreement effecting a 1-for-2.1 reverse unit split of the units issued by the LLC. The reverse split was effected on January 30, 2023.

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Key factors affecting our performance

Our business, operating results and future performance are affected by a number of factors, including the following:

• Product costs, supply chain disruptions and extreme weather.    Our products are manufactured using commodities such as steel. Fluctuations in the cost of steel or other commodities critical to the manufacturing of our products can impact our financial performance. In addition, transportation cost for shipping raw material or finished goods to and from our suppliers and to our customers can impact the final cost of our product and therefore affect our operating results. Shortages or other constraints in the supply chain, either as a result of component shortages, container shortages, disruptions to supplier or freight operations, COVID-19 (as described below) or other factors, can impact our ability to deliver our products in a timely manner and affect the cost of our products, our margins and our operating results. In addition, extreme weather events can impair our ability to deliver products on a timely basis to our customers and delay our recognition of revenue. Weather events may impact our business from the place of product origin through all shipment locations to the project site. Cold weather can also affect our customers’ ability to perform construction activities, shift the timing of deliveries, and affect our operating results.

• Changes in the macro-economic environment and energy demand.    Our future operating results also depend on the continued demand for utility-scale solar energy. This is dependent on many factors, including the demand for cheaper energy sources driven by regional, national or global macroeconomic trends. If the demand for cheaper energy sources increases, we may face greater competition from conventional and other renewable energy sources, such as coal, nuclear, natural gas and wind to the extent they are able to offer energy solutions that are less costly. If utility-based customers opt for other sources of energy, the average selling price of our products may be affected if we seek to be more price competitive and as a result, our revenue and operating results could be negatively affected.

• Our ability to acquire new customers.    Our operating results and growth will depend in part on our ability to continue to attract new customers. While we have historically been the global leader in the solar tracking business and we believe that the underlying market for utility based solar products will continue to grow, it is difficult to predict the growth of potential new customers for our products or whether we will be successful in acquiring these new customers. We plan to continue to invest in our sales and marketing efforts to acquire new customers in order to generate continued revenue growth on a year-over-year basis.

• Our ability to expand relationships with existing customers.    Our operating results and growth will depend in part on our ability to maintain and expand relationships with existing customers. Many of our repeat customers currently have a backlog of projects to be built. In addition to new solar projects planned by existing customers, we have an opportunity to sell products, such as our software product TrueCapture, into our existing installed fleet of projects, which is the largest in the world by MW capacity. In order for us to address this opportunity to expand among our existing customer base, we will need to maintain the innovation, performance and reliability of our product offerings.

• Availability of financing for solar projects.    Because solar plants are capital intensive assets, the availability of debt or equity project finance capital throughout the world can temporarily or permanently impact the viability or demand for solar projects, including our solar tracker products. Additionally, tax incentives in the United States enhance the financial return for investors in solar plants and, as a result, the availability of tax equity financing can affect the demand for our products in the United States For example, during fiscal year 2020, we experienced very high demand from customers procuring system components in order to qualify for a higher ITC rate available for projects that commenced construction prior to the end of 2019. The ITC decreased from 30% for projects that commenced construction in calendar year 2019 to 26% for projects that commenced construction in 2020. An IRS safe harbor allowed solar power plant investors to treat construction as having commenced during 2019 (and thus qualify for the higher ITC rate) if a qualifying percentage of integral components was pre-purchased before the end

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of 2019. As a result, many investors accelerated equipment purchases, including purchases of our tracker products, during calendar year 2019 (our fiscal year 2020) in an attempt to qualify for the commencement of construction safe harbor in 2019 and secure a 30% tax credit for the relevant projects that would be constructed in later periods. This purchasing activity significantly increased our revenue in the United States during fiscal year 2020. An additional step down to the ITC was scheduled to occur for projects that commenced construction after 2022 (from 26% to 22%) and again for projects that commenced construction after 2023 (from 22% to 10%), subject to the same safe harbor. As a result of changes made to the ITC as part of the IRA, however, these step-downs will no longer occur. Accordingly, while customers may continue to have an incentive to commence construction before certain dates, customers generally will no longer need to commence construction before the end of calendar year 2022 or calendar year 2023 to qualify for a higher credit rate. As a result, while the IRA is intended to encourage investment in solar facilities, a portion of any resulting increase in demand might be offset by a reduction in the demand surge that had been expected in fiscal years 2023 and 2024 from customers who would have purchased our tracker products in advance of the step-down in the ITC.

• Impact of the recently-enacted IRA’s “domestic content” requirements.     As a result of changes made by the IRA, United Sates taxpayers will be entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction if certain wage and apprenticeship requirements are not satisfied or deemed satisfied. United States taxpayers will generally also be allowed to elect to receive an inflation-adjusted PTC in lieu of the ITC for qualified solar facilities the construction of which begins before January 1, 2025 that are placed in service after 2021. The PTC amount otherwise available (which, similar to the ITC, will depend on the extent to which certain wage and apprenticeship requirements are satisfied or deemed satisfied) is increased by 10% if the “domestic content” requirements described above are satisfied. If we are unable to meet the domestic content requirements necessary for customers using our tracker products to qualify for the incremental domestic content bonus credit and our competitors are able to do so, we might experience a decline in sales for U.S. projects. The timing and nature of implementing regulations clarifying the domestic content requirements as applied to our products remain uncertain. Depending on the criteria set forth in those regulations, we may not have an adequate supply of tracker products satisfying the requirements. In addition, compliance with this requirement may increase our production costs.

• Changes to laws and regulations such as solar policy incentives and trade regulations.    Our product components are manufactured in the United States, China, Thailand, Malaysia, Vietnam, Portugal, Brazil and other locations around the world and are shipped to countries in six continents. As a result, our operating results are impacted by changes to trade laws or regulations, local laws or regulations, tax incentives and any other significant policy in countries where either our suppliers or customers operate.

• Impact of Potential Solar Module Supply Chain Disruptions.     Solar panel imports to the United States may also be impacted by the UFLPA that was signed into law by President Biden on December 23, 2021. According to the U.S. Customs and Border Protection, “it establishes a rebuttable presumption that the importation of any goods, wares, articles and merchandise mined, produced, or manufactured wholly or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China, or produced by certain entities, is prohibited by Section 307 of the Tariff Act of 1930 and that such goods, wares, articles, and merchandise are not entitled to entry to the United States. The presumption applies unless the Commissioner of U.S. Customs and Border Protection determines that the importer of record has complied with specified conditions and, by clear and convincing evidence, that the goods, wares, articles, or merchandise were not produced using forced labor.” There continues to be uncertainty in the market around achieving full compliance with UFLPA, whether related to sufficient traceability of materials or other factors. This has created a significant compliance burden and constrained solar panel imports. We cannot currently predict what, if any, impact the UFLPA will have on the overall future supply of solar panels into the United States and the related timing and cost of our clients’ solar project, development and construction activities. While we do not import or sell solar panels, project delays caused by solar panel constraints may negatively impact our product delivery schedules and future sales, and therefore our business, financial condition, and results of operations.

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In addition, on April 1, 2022, Commerce initiated anticircumvention inquiries of the Solar 1 Orders covering merchandise from Vietnam, Malaysia, Thailand, and Cambodia pursuant to Section 781 of the Tariff Act of 1930. Commerce issued preliminary determinations in these inquiries on December 1, 2022, affirmatively finding that certain photovoltaic solar cells and modules produced in Vietnam, Malaysia, Thailand, and Cambodia using parts and components from China from certain producers/exporters, are circumventing the Solar 1 Orders and therefore should be subject to the antidumping and countervailing duty liabilities arising from those orders. Commerce is expected to issue final determinations in May 2023.

As a result of these preliminary affirmative determinations in these inquiries, certain PV solar cells and modules produced in Vietnam, Malaysia, Thailand, and Cambodia using parts and components from China will be subject to the Solar 1 Orders and therefore could be subject to antidumping and countervailing duty liabilities. Such liabilities may vary but could result in cash deposit payments and eventual final duty payments of over 250% of the entered value of the imported merchandise. However, on June 6, 2022, President Biden issued an emergency declaration delaying the imposition of any cash deposit or duty payment obligations on merchandise subject to these inquiries until the earlier of (i) the expiration of the order on June 6, 2024, or (ii) the President terminates the emergency declaration. Merchandise from the four subject countries covered under the scope of these inquiries should therefore not be subject to any antidumping or countervailing duty liabilities under the Solar 1 Orders until the termination of the emergency declaration as long as the importer(s) and exporter(s) follow proper certification procedures that will be implemented by Commerce.

The affirmative determinations could have an adverse effect on the global solar energy marketplace, as such, an adverse effect on our business, financial condition, and results of operations. While we do not sell solar panels, the degree of our exposure is dependent on, among other things, the impact of Commerce’s determinations in these inquiries on the projects that are also intended to use our products. Such impacts are largely out of our control and may include project delays or cancellations. The ultimate severity or duration of the expected solar panel supply chain disruption or its effects on our clients’ solar project development and construction activities, and associated consequences on our business, is uncertain.

• COVID-19 global pandemic.    The global COVID-19 pandemic continues to rapidly evolve, and we will continue to monitor the COVID-19 situation closely. The extent to which the COVID-19 pandemic will impact our business and financial results in the future will be dependent on ongoing developments such as the length and severity of the crisis, the potential resurgence of COVID-19 and its variants, future government actions in response to the crisis, the acceptance and effectiveness of the COVID-19 vaccines and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable. To the extent possible, we are conducting business as usual, with necessary or advisable modifications to employee travel and many of our office employees working remotely. Our management team continues to commit significant time, attention and resources to monitoring the COVID-19 pandemic and seeking to mitigate its effects on our business and workforce. At this time, the extent to which the COVID-19 pandemic may affect our business, operations and plans, including the resulting impact on our expenditures and capital needs, remains uncertain and is subject to change. Impacts to our business can range from temporary delays in shipments to a significant increase in our logistics and materials supply cost and could both deteriorate our ability to generate profit and significantly change our capital needs.

• Russia-Ukraine war.    The ongoing conflict in Ukraine has reduced the availability of material that can be sourced in Europe and, as a result, increased logistics costs for the procurement of certain inputs and materials used in our products. We do not know the ultimate severity or duration of the conflict in Ukraine, but we are continuously monitoring the situation and evaluating our procurement strategy and supply chain to try to mitigate any negative impact on our business, financial condition and results of operations.

• Inflation.    We may be impacted by inflationary pressures. Inflation has continued to accelerate in the wake of Russia’s invasion of Ukraine, driving up energy prices, freight premiums, and other operating costs. Interest rates, notably mature market government bond yields, remain low by historical standards but are

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rising as central banks around the world tighten monetary policy in response to inflationary pressures, while government deficits and debt remain at high levels in many major markets. The eventual implications of higher government deficits and debt, tighter monetary policy, and potentially higher long-term interest rates may drive a higher cost of capital during our forecast period. These inflationary pressures are expected to persist, at least in the near-term, and will continue to negatively affect our results of operation. To help mitigate the inflationary pressures on our business, we have implemented selective price increases in certain markets, accelerated productivity initiatives and expanded our suppliers base, while continuing to execute on overhead cost containment practices.

• Foreign Currency Translation.    For non-U.S. subsidiaries that operate in a local currency environment, assets and liabilities are translated into U.S. dollars at period end exchange rates. Income, expense and cash flow items are translated at average exchange rates prevailing during the period. Translation adjustments for these subsidiaries are accumulated as a separate component of net parent investment. For non-U.S. subsidiaries that use a U.S. dollar functional currency, local currency inventories and property, plant and equipment are translated into U.S. dollars at rates prevailing when acquired, and all other assets and liabilities are translated at period end exchange rates. Inventories charged to cost of sales and depreciation are remeasured at historical rates, and all other income and expense items are translated at average exchange rates prevailing during the period. Gains and losses which result from remeasurement are included in earnings.

Key business and operational metrics

In addition to information related to our financial performance, we use certain operating metrics to evaluate our business. These metrics, together with our financial statements, are used by our management to measure our performance, identify trends impacting our business and formulate projections. The primary operating metric we use to evaluate our sales performance and to track market acceptance of our products from year to year is gigawatts (“GW”) delivered generally and the change in GWs delivered from period to period specifically. GWs delivered is the only operational metric that directly relates to our revenues. GWs delivered is a commonly used operational metric by analysts and competitors in our industry and can provide additional information to investors related to the relative size of our operations as well as a basis to measure our market share. GWs is calculated specifically for each project and represents the nameplate, or maximum, power output capacity of the project under optimized conditions once the project is fully operational. GWs delivered for a project is calculated as the total nameplate capacity of the project multiplied by the cost of materials delivered to the project as a percentage of the total materials cost of the project.

	Six-month periods ended
	September 30, 2022		October 1, 2021		Percentage Change
GW delivered		8.0		6.9		16%

	Fiscal year ended March 31,						2022 to 2021 percent change		2021 to 2020 percent change
	2022		2021		2020
GW delivered		15.0		12.0		10.5		25%		14%

Key components of our results of operations

The following discussion describes certain line items in our combined statements of operations and comprehensive income.

Revenue

We derive our revenue from the sale of solar trackers and software products to our customers. Our revenue growth is dependent on (i) our ability to maintain and expand our market share, (ii) total market growth and

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(iii) our ability to develop and introduce new products driving performance enhancements and cost efficiencies throughout the solar power plant.

Cost of sales and gross profit

Cost of sales consists primarily of purchased components, shipping and other logistics costs, applicable tariffs, standard product warranty costs, amortization of certain acquired intangible assets, stock-based compensation and direct labor. Direct labor costs represent expenses of personnel directly related to project execution such as supply chain, logistics, quality, tooling, operations and customer satisfaction. Amortization of intangibles consists of developed technology and certain acquired patents over its expected period of use and is also included under cost of sales.

Steel prices, cost of transportation, and labor costs in countries where our suppliers perform manufacturing activities affect our cost of sales. Our ability to lower our cost of sales depends on implementation and design improvements to our products as well as on driving more cost-effective manufacturing processes with our suppliers. We generally do not directly purchase raw materials such as steel or electronic components and do not hedge against changes in their price. Most of our cost of sales are directly affected by sales volume. Personnel costs related to our supply chain, logistics, quality, tooling and operations are not directly impacted by our sales volume.

Gross profit may vary from quarter to quarter and is primarily affected by our revenue and cost of sales.

Operating expenses

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of personnel-related costs associated with our administrative and support functions. These costs include, among other things, personnel costs, stock-based compensation, facilities charges including depreciation associated with administrative functions, professional services, travel expenses and allowance for bad debt. Professional services include audit, legal, tax and other consulting services. We have expanded our sales organization and expect to continue growing our sales headcount to support our planned growth. After the completion of this offering, we expect to incur on an ongoing basis certain new costs related to the requirements of being a separate publicly-traded company, including insurance, accounting, tax, legal and other professional services costs, which could be material. Amortization of intangibles consists of customer relationships and trade names over their expected period of use and is also included under selling, general and administrative expenses.

Research and development

Research and development expenses consist primarily of personnel-related costs associated with our engineering employees as well as third party consulting. Research and development activities include improvements to our existing products, development of new tracker products and software products. We expense substantially all research and development expenses as incurred. We expect that the dollar amount of research and development expenses will increase in amount over time, and may vary from period to period as a percentage of revenue.

Non-operating expenses

Income tax expense

We expect our taxable income to primarily be from the allocation of taxable income from the LLC. We are subject to federal and state income taxes in the United States on the income allocated to us from the LLC. In addition, while the majority of the LLC’s taxable income will be from United States sources and will not be subject to LLC level income tax, the LLC will have taxable income in some foreign subsidiaries that will be

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subject to tax at the level of the LLC. We may be entitled to foreign tax credits in the United States for our share of the foreign tax paid by the LLC.

Results of operations for the six-month periods ended September 30, 2022 and October 1, 2021

	Six-month periods ended
(In thousands, except percentages) (Unaudited)	September 30, 2022		October 1, 2021		% Change
Condensed Combined Statement of Operations and Comprehensive Income Data:
Revenue	$	870,372	$	680,172		28	%
Cost of sales		755,970		605,857		25
Gross profit		114,402		74,315		54
Selling, general and administrative expenses		36,862		26,140		41
Research and development		8,299		6,951		19
Operating income		69,241		41,224		68
Interest and other, net		1,248		280		346
Income before income taxes		67,993		40,944		66
Provision for income taxes		16,776		8,371		100
Net income and comprehensive income	$	51,217	$	32,573		57	%

Results of operations for the fiscal years ended 2022, 2021, and 2020

	Fiscal year ended March 31,
(In thousands, except percentages)	2022		2021		2020			2022 to 2021 % Change			2021 to 2020 % Change
Combined Statement of Operations and Comprehensive Income Data:
Revenue	$	1,457,592	$	1,195,617	$	1,171,287			22	%		2	%
Cost of sales		1,310,561		963,636		958,380			36			1
Gross profit		147,031		231,981		212,907			(37	)		9
Selling, general and administrative expenses		66,948		60,442		55,361			11			9
Research and development		14,176		13,008		8,641			9			51
Operating income		65,907		158,531		148,905			(58	)		6
Interest and other, net		799		502		(24	)		59			2,192
Income before income taxes		65,108		158,029		148,929			(59	)		6
Provision for income taxes		14,195		33,681		30,673			(58	)		10
Net income and comprehensive income	$	50,913	$	124,348	$	118,256			(59	)%		5	%

Non-GAAP measures

We present Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow as supplemental measures of our performance. We define Non-GAAP gross profit as gross profit plus stock-based compensation expense and intangible amortization. We define Non-GAAP operating income as operating income plus stock-based compensation expense and intangible

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amortization. We define Non-GAAP net income as net income (loss) plus stock-based compensation expense, intangible amortization, and certain nonrecurring legal costs and other discrete events as applicable, net of their tax effects. We define Adjusted EBITDA as net income (loss) plus (i) interest, net, (ii) provision for income taxes, (iii) depreciation expense, (iv) intangible amortization, (v) stock-based compensation expense, and (vi) certain nonrecurring legal costs and other discrete events as applicable. Future adjustments to net income related to the Tax Receivable Agreement may be added back to or subtracted from net income to calculate Adjusted EBITDA. We define Adjusted EBITDA margin as the percentage derived from Adjusted EBITDA divided by revenue. We define Adjusted free cash flow as net cash provided by (used in) operating activities less cash used for purchases of property and equipment plus proceeds from the disposition of property and equipment.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow differently from us, which further limits their usefulness as comparative measures.

Because of these limitations, Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP financial measures on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA, Adjusted EBITDA margin and Adjusted free cash flow below and not rely on any single financial measure to evaluate our business.

	Six-month periods ended					Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022		October 1, 2021			2022			2021		2020
Other Financial Information:
Non-GAAP gross profit	$	115,282	$	78,911		$	152,599		$	242,016	$	222,503
Non-GAAP operating income		73,614		49,987			90,363			177,850		168,025
Non-GAAP net income		53,800		38,991			69,870			140,279		134,260
Adjusted EBITDA		73,764		51,072			92,279			179,164		170,663
Net income (% of revenue)		5.9%		4.8%			3.5%			10.4%		10.1%
Adjusted EBITDA (% of revenue)		8.5%		7.5%			6.3%			15.0%		14.6%
Adjusted free cash flow	$	51,150	$	(34,459	)	$	(152,863	)	$	91,810	$	239,344

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The following table provides a reconciliation of Non-GAAP gross profit to gross profit, Non-GAAP operating income to operating income, Non-GAAP net income to net income, Adjusted EBITDA to net income and Adjusted free cash flow to net cash provided by (used in) operating activities for each period presented.

	Six-month periods ended						Fiscal year ended March 31,
(In thousands, except percentages)	September 30, 2022			October 1, 2021			2022			2021			2020
	(Unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures:
GAAP gross profit		$114,402			$74,315		$	147,031		$	231,981		$	212,907
Stock-based compensation expense		755			679			1,526			1,953			1,643
Intangible amortization		125			3,917			4,042			8,082			7,953
Non-GAAP gross profit	$	115,282		$	78,911		$	152,599		$	242,016		$	222,503
GAAP operating income	$	69,241		$	41,224		$	65,907		$	158,531		$	148,905
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP operating income	$	73,614		$	49,987		$	90,363		$	177,850		$	168,025
GAAP net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Adjustment for taxes		(1,790	)		(2,345	)		(5,499	)		(3,388	)		(3,116	)
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Non-GAAP net income	$	53,800		$	38,991		$	69,870		$	140,279		$	134,260
Net income	$	51,217		$	32,573		$	50,913		$	124,348		$	118,256
Interest, net		(165	)		34			34			20			(144	)
Provision for income taxes		16,776			8,371			14,195			33,681			30,673
Depreciation expense		1,563			1,331			2,681			1,796			2,758
Intangible amortization		1,082			7,383			8,465			15,013			14,884
Stock-based compensation expense		1,850			1,380			3,048			4,306			4,236
Legal costs(1)		1,528			—			12,943			—			—
Other		(87	)		—			—			—			—
Adjusted EBITDA	$	73,764		$	51,072		$	92,279		$	179,164		$	170,663
Net income (% of revenue)		5.9%			4.8%			3.5%			10.4%			10.1%
Adjusted EBITDA (% of revenue)		8.5%			7.5%			6.3%			15.0%			14.6%
Net cash provided by (used in) operating activities	$	52,461			(31,187	)	$	(147,113	)	$	94,273		$	240,999
Purchase of property and equipment		(1,335	)		(3,439	)		(5,917	)		(2,463	)		(1,655	)
Proceeds from disposition of property and equipment		24			167			167			—			—
Adjusted free cash flow	$	51,150			(34,459	)	$	(152,863	)	$	91,810		$	239,344

(1) Represents additional charges incurred in relation to the litigation with ATI, as further described in Note 9, “Commitments and contingencies” to the combined financial statements. The estimated net settlement and direct legal costs in the aggregate are excluded from the Company’s Non-GAAP income. Based on historical experience, we do not believe that the settlement and associated charges are normal, recurring operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of the Company’s business strategies.

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Comparison of the six-month periods ended September 30, 2022 and October 1, 2021

Revenue

Revenue increased by $190.2 million, or 28.0%, for the six-month period ended September 30, 2022 compared to the six-month period ended October 1, 2021. Approximately $110 million of the increase was the result of a 16% increase in gigawatts delivered as we delivered approximately 8.0 GW for the six-month period ended September 30, 2022, compared to approximately 6.9 GW for the six-month period ended October 1, 2021. The remaining increase was a result of an approximate 10% increase in our average selling price directly associated with higher freight and logistics costs included in our selling price compared to the prior year period. Revenue increased approximately $136.8 million, or 31%, in the United States and $53.4 million, or 23%, in the rest of the world for the six-month period ended September 30, 2022 compared to the six-month period ended October 1, 2021. The growth in the United States was driven primarily from strong demand for utility scale solar projects. The growth from the rest of the world was driven primarily from larger projects in Brazil.

Cost of sales and gross profit

Cost of sales increased by $150.1 million, or 25%, for the six-month period ended September 30, 2022 compared to the six-month period ended October 1, 2021 primarily due to the increase in sales noted above and, to a lesser extent, an increase in freight and logistics costs. Freight and logistics costs as a percentage of cost of sales increased by approximately 420 basis points for the six-month period ended September 30, 2022 compared to the six-month period ended October 1, 2021.

Gross profit increased by $40.1 million, or 54%, for the six-month period ended September 30, 2022 compared to the six-month period ended October 1, 2021, primarily resulting from the increase in sales noted above coupled with improved pricing on contracts allowing higher recovery of freight and logistics costs.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $10.7 million, or 41%, to $36.9 million for the six-month period ended September 30, 2022, from approximately $26.1 million in the six-month period ended October 1, 2021 while remaining somewhat flat at approximately 4% as a percentage of revenue in both periods. The increase in selling, general and administrative expenses was primarily the result of our continued expansion of our sales organization in line with the growth in the global market.

Research and development

Research and development expenses increased $1.3 million, or 19%, to $8.3 million for the six-month period ended September 30, 2022 from approximately $7.0 million in the six-month period ended October 1, 2021 as a result of continuous product innovation and development including software enhancements.

Income tax expense

We accrue and pay the appropriate amount of income taxes according to the laws and regulations of each jurisdiction in which we operate. The majority of our revenue and profits are generated in the United States with a statutory federal corporate income tax rate of approximately 21% in the six-month periods ended September 30, 2022 and October 1, 2021. For the six-month periods ended September 30, 2022 and October 1, 2021, we recorded total federal corporate income tax expense of $16.8 million and $8.4 million, respectively, which reflected effective tax rates of 24.7% and 20.4%, respectively. These effective tax rates do not differ materially from the U.S. domestic statutory income tax rate of 21%. We may in the future be subject to tax return audits and examinations by various taxing jurisdictions around the world, and there can be no assurance that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examination, there could be a material adverse effect on our tax position, operating results, financial position and cash flows.

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Comparison of the fiscal years ended March 31, 2022, 2021, and 2020

Revenue

Revenue increased by $262.0 million, or 22%, for our fiscal year 2022 compared to fiscal year 2021, as a result of a 25% or 3 GW increase in GW delivered to our customers from approximately 12 GW during fiscal year 2021 to 15.0 GW during fiscal year 2022. The increase in GW shipped was mostly attributable to sales outside the United States. Revenue attributable to shipments outside the United States was approximately $552.6 million or 38% during fiscal year 2022, an increase of approximately 88% from $294.7 million or 25% during fiscal year 2021. Fiscal year 2022 included approximately $108.6 million of ITC safe harbor sales, an increase of approximately $46.6 million due primarily to an increase in the readiness of certain projects to take final delivery of the remaining balance of equipment.

Revenue increased by $24.3 million, or 2%, for our fiscal year 2021 compared to fiscal year 2020. We delivered to our customers approximately 12 GW during fiscal year 2021 compared to over 10 GW during fiscal year 2020, representing an increase of approximately 14%. Fiscal year 2021 included approximately $62 million or 0.8 GW for ITC safe harbor sales, a decline of approximately $356 million or 3.2 GW from $418 million or 4 GW in fiscal year 2020, when we experienced a higher demand for ITC safe harbor investments. Excluding the ITC safe harbor revenue, we delivered to our customers approximately 11.2 GW in fiscal year 2021 compared to 6.5 GW in fiscal year 2020, an increase of approximately 4.7 GW or 72%.

Cost of sales and gross profit

Cost of sales increased by $346.9 million, or 36%, for fiscal year 2022 compared to fiscal year 2021, driven by the increase in sales noted above and an increase of approximately $152.0 million, or 106%, in freight costs due to container shortages and other logistics challenges resulting primarily from the COVID-19 pandemic. As a direct result of the increased freight costs, total anticipated costs of certain projects exceeded the expected revenue requiring the recognition of additional contract losses based on the estimate of future costs also included in cost of sales for fiscal year 2022. As of March 31, 2022, we had a $5.2 million reserve related to such loss contracts and anticipate the completion of the majority of these contracts within nine to twelve months. The significant assumptions used to determine contract losses include the current estimate of future costs, including the most recent rates for freight and steel costs. We expect elevated freight and steel costs for the near future related to projects in progress, which are already contemplated in determining our current loss reserve. We do not expect any remaining performance obligations to be similarly impacted due to freight and steel costs. However, as these projects continue through the construction and commissioning phases, it is reasonably possible that other unforeseen circumstances could occur and result in the recognition of additional losses on these projects; however, a range of such amounts cannot currently be estimated.

Gross profit decreased by $85.0 million, or 37%, for fiscal year 2022 compared to fiscal year 2021, primarily resulting from the significant increase in freight costs noted above. Gross margin decreased by approximately 9.3%, from 19.4% for fiscal year 2021 to 10.1% for fiscal year 2022. Tracker ASP declined approximately 2.2% globally while our tracker Cost Per Watt increased approximately 12.5%, mostly due to freight costs, resulting in a significant impact to gross margin.

Cost of sales increased by $5.3 million, or 1%, for our fiscal year 2021 compared to fiscal year 2020, mainly driven by the increase in GW delivered.

Gross profit increased by $19.1 million, or 9%, for our fiscal year 2021 compared to fiscal year 2020 primarily resulting from the increased volume of GW delivered. Gross margins increased by 1.2% from 18.2% for fiscal year 2020 to 19.4% for fiscal year 2021. TrueCapture sales, which carry significantly higher margins, increased by approximately $8.6 million in fiscal year 2021, which drove most of the increase in margin. ASP declines of 12% were more than offset by declines in Cost Per Watt of approximately 13% resulting in minimal impact to

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gross margin. ASP declines were partially driven by the decline in ITC safe harbor sales noted above and mix and timing of product shipments along with continued market pressures that align with cost reductions.

The decrease in Cost Per Watt during fiscal year 2021 was due to the mix and timing of product shipments and cost savings initiatives regarding product design, raw materials cost reduction, as well as improved absorption of project services costs due to higher revenue.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $6.5 million, or 11%, for fiscal year 2022 compared to fiscal year 2021 while remaining somewhat flat at approximately 5% as a percentage of revenue in both periods. The increase in selling, general and administrative expenses was primarily the result of a $12.9 million charge incurred in relation to our litigation with Array Technologies, Inc (“ATI”), as further described in Note 9 to the combined financial statements included elsewhere in this prospectus, offset with a $3.6 million decrease in bad debt reserve charge recognized during fiscal year 2022 compared to the prior year, coupled with $2.5 million decrease in amortization of intangible assets during the same period due to certain intangibles now being fully amortized. After the completion of this offering, we expect to incur on an ongoing basis certain new costs related to the requirements of being a separate publicly-traded company, including insurance, accounting, tax, legal, information technology, human resource, investor relations and other professional services costs, which could be material.

Selling, general and administrative expenses increased $5.1 million, or 9%, for our fiscal year 2021 compared to fiscal year 2020, while remaining consistent as a percent of revenue at 5% in fiscal years 2021 and 2020. Sales and marketing expenses increased $5.7 million from $17.6 million in fiscal year 2020 to $23.3 million in fiscal year 2021 as a result of our continued international expansion to support the European and Middle East markets and overall increase in our sales organization in line with the growth in the global market. We expect to continue to expand our sales organization including increasing our sales headcount to support our planned growth. Slightly offsetting the increase in sales and marketing expenses was a decrease in general and administrative costs of $0.6 million, from $30.8 million in fiscal year 2020 to $30.2 million in fiscal year 2021, as a result of cost constraints related to travel and other restrictions due to COVID-19. Intangible amortization remained consistent at $6.9 million for fiscal years 2021 and 2020. After the completion of this offering, we expect to incur on an ongoing basis certain new costs related to the requirements of being a separate publicly-traded company, including insurance, accounting, tax, legal, information technology, human resource, investor relations and other professional services costs, which could be material.

Research and development

Research and development expenses increased to $14.2 million in fiscal year 2022 from approximately $13.0 million in fiscal year 2021 as a result of continued development of our terrain following Horizon-XTR product, our new generation tracker (NX Horizon 3.0) and continued innovation costs including software enhancements.

Research and development expenses increased to $13 million in fiscal year 2021 from approximately $9 million in fiscal year 2020. The increase in fiscal year 2021 was the result of continued development of our 2P tracker product (NX Gemini), our new generation tracker (NX Horizon 3.0) and continued innovation costs including software enhancements.

Income tax expense

We accrue and pay the appropriate amount of income taxes according to the laws and regulations of each jurisdiction in which we operate. The majority of our revenue and profits are generated in the United States with a statutory federal corporate income tax rate of approximately 21% in fiscal years 2022, 2021, and 2020. For fiscal years 2022, 2021 and 2020, we recorded total income tax expense of $14.2 million, $33.7 million, and $30.7 million respectively, which reflected consolidated effective tax rates of 21.8%, 21.3% and 20.6%, respectively. The decrease in tax expense from fiscal year 2021 to fiscal year 2022 is in line with the decrease in

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income before income taxes for the corresponding period. The increase in tax expense from fiscal year 2020 to fiscal year 2021 is in line with the increase in income before income taxes for the corresponding period. We may in the future be subject to tax return audits and examinations by various taxing jurisdictions around the world, and there can be no assurance that the final determination of any tax examinations will not be materially different than that which is reflected in our income tax provisions and accruals. Should additional taxes be assessed as a result of a current or future examinations, there could be a material adverse effect on our tax position, operating results, financial position and cash flows.

Quarterly results of operations

The Company’s third fiscal quarter ends on December 31, and the fourth fiscal quarter and fiscal year ends on March 31 of each year. The first fiscal quarters of 2023, 2022, and 2021 ended on July 1, 2022, July 2, 2021, and June 26, 2020, respectively, and the second fiscal quarters of 2023, 2022 and 2021 ended on September 30, 2022, October 1, 2021 and September 25, 2020, respectively.

The following table contains unaudited quarterly financial data for the first two quarters of fiscal year 2023 and fiscal year 2022 and the last three quarters of fiscal year 2021.

(In thousands) (Unaudited)	September 30, 2022		July 1, 2022			March 31, 2022		December 31, 2021		October 1, 2021		July 2, 2021		March 31, 2021		December 31, 2020		September 25, 2020		June 26, 2020
Revenue	$	467,142	$	403,230		$	439,813	$	337,607	$	338,699	$	341,473	$	318,146	$	291,510	$	289,755	$	296,206
Cost of sales		402,603		353,367			400,861		303,843		301,983		303,874		256,259		234,453		228,409		244,515
Gross profit		64,539		49,863			38,952		33,764		36,716		37,599		61,887		57,057		61,346		51,691
Selling, general and administrative expenses		20,745		16,117			27,799		13,009		13,245		12,895		15,893		12,655		16,468		15,426
Research and development		4,322		3,977			3,576		3,649		3,392		3,559		3,777		3,456		3,346		2,429
Operating income		39,472		29,769			7,577		17,106		20,079		21,145		42,217		40,946		41,532		33,836
Interest and other, net		1,309		(61	)		428		91		201		79		25		189		226		62
Income before income taxes		38,163		29,830			7,149		17,015		19,878		21,066		42,192		40,757		41,306		33,774
Provision for income taxes		11,076		5,700			1,355		4,469		3,974		4,397		8,992		8,687		8,804		7,198
Net income and comprehensive income	$	27,087	$	24,130		$	5,794	$	12,546	$	15,904	$	16,669	$	33,200	$	32,070	$	32,502	$	26,576

Non-GAAP measures

We present Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our performance. We define Adjusted EBITDA as net income (loss) plus (i) interest, net, (ii) provision for income taxes, (iii) depreciation expense, (iv) intangible amortization, (v) stock-based compensation expense, and (vi) certain nonrecurring legal costs and other discrete events as applicable. Future adjustments to net income related to the Tax Receivable Agreement may be added back to or subtracted from net income to calculate Adjusted EBITDA. We define Adjusted EBITDA margin as the percentage derived from Adjusted EBITDA divided by revenue.

Adjusted EBITDA and Adjusted EBITDA margin are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, GAAP. We present these non-GAAP financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use each or a combination of Adjusted EBITDA and Adjusted EBITDA margin

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as factors in evaluating management’s performance when determining incentive compensation and to evaluate the effectiveness of our business strategies.

Among other limitations, Adjusted EBITDA and Adjusted EBITDA margin do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Adjusted EBITDA and Adjusted EBITDA margin differently from us, which further limits their usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered in isolation or as substitutes for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using non-GAAP financial measures on a supplemental basis. You should review the reconciliation to the most directly comparable GAAP measure of Adjusted EBITDA and Adjusted EBITDA margin below and not rely on any single financial measure to evaluate our business.

The following table provides a reconciliation of Adjusted EBITDA to net income for each period presented.

(In thousands) (Unaudited)	September 30, 2022			July 1, 2022			March 31, 2022		December 31, 2021		October 1, 2021		July 2, 2021		March 31, 2021		December 31, 2020			September 25, 2020			June 26, 2020
Net income	$	27,087		$	24,130		$	5,794	$	12,546	$	15,904	$	16,669	$	33,200	$	32,070		$	32,502		$	26,576
Interest, net		(101	)		(64	)		—		0		25		9		18		(7	)		(8	)		17
Provision for income taxes		11,076			5,700			1,355		4,469		3,974		4,397		8,992		8,687			8,804			7,198
Depreciation expense		835			728			716		634		638		693		455		453			450			438
Intangible amortization		541			541			541		541		3,649		3,734		3,734		3,838			3,721			3,720
Stock-based compensation expense		845			1,005			826		842		839		541		1,091		1,200			1,154			861
Legal costs(1)		1,528			—			12,943		—		—		—		—		—			—			–
Other		(87	)		—			—		—		—		—		—		—			—			–
Adjusted EBITDA	$	41,724		$	32,040		$	22,175	$	19,032	$	25,029	$	26,043	$	47,490	$	46,241		$	46,623		$	38,810
Net Income (% of revenue)		5.8%			6.0%			1.3%		3.7%		4.7%		4.9%		10.4%		11.0%			11.2%			9.0%
Adjusted EBITDA (% of Revenue)		8.9%			7.9%			5.0%		5.6%		7.4%		7.6%		14.9%		15.9%			16.1%			13.1%

(1) Represents additional charges incurred in relation to the litigation with ATI, as further described in Note 9, “Commitments and contingencies” to the combined financial statements. The estimated net settlement and direct legal costs in the aggregate are excluded from the Company’s Non-GAAP income. Based on historical experience, we do not believe that the settlement and associated charges are normal, recurring operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of the Company’s business strategies.

Liquidity and capital resources

We have historically financed our operations primarily with cash provided by operations and net parent company contributions. In connection with this offering, we intend to enter certain credit facilities, including a revolving credit facility, to provide additional sources of short and long-term liquidity. See “Description of indebtedness” elsewhere in this prospectus. Our principal uses of cash have been to fund our operations and invest in research and development. Excess cash has historically been distributed pursuant to a centralized cash management program administered by Flex. In March 2021, the U.S. cash pooling arrangement between us and Flex was terminated, and we executed a new cash pooling agreement. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling

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management programs intra-quarter and all outstanding positions are settled or scheduled for settlement as of each quarter end.

In connection with this offering, we will enter into a Tax Receivable Agreement that will provide for the payment by us to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings we will be deemed to realize associated with the tax benefits described above would aggregate approximately $147 million over 20 years from the date of this offering based on the initial public offering price of $21.50 per share of our Class A common stock (which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and assuming all future exchanges of LLC Units occur at the time of this offering. Under such scenario we would be required to pay the owners of LLC Units approximately 85% of such amount, or $121 million, over the 20 year period from the date of this offering, and the yearly payments over that time would range between approximately $1 to $12 million per year. The actual amounts may materially differ from these hypothetical amounts, as potential future tax savings we will be deemed to realize, and Tax Receivable Agreement payments by us, will be calculated based in part on the market value of our Class A common stock at the time of purchase or exchange and the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), and will generally be dependent on us generating sufficient future taxable income to realize the benefit. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement or distributions to us by the LLC are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes.

We believe that cash provided by operations and other existing and committed sources of liquidity, including our revolving credit facility, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, potential debt service requirements and payments under the Tax Receivable Agreement for at least the next 12 months. We are not dependent on the proceeds of this offering to meet our liquidity needs.

Cash Flows

	Six-month periods ended						Fiscal year ended March 31,
(In thousands)	September 30, 2022			October 1, 2021			2022			2021			2020
	(Unaudited)
Net cash provided by (used in) operating activities	$	52,461		$	(31,187	)	$	(147,113	)		$94,273		$	240,999
Net cash used in investing activities		(1,311	)		(3,272	)		(5,750	)		(2,963	)		(1,655	)
Net cash provided by (used in) financing activities		3,989			(26,422	)		(8,656	)		96,329			(250,765	)

Six-month period ended September 30, 2022

Net cash provided by operating activities was $52.5 million during the six-month period ended September 30, 2022. Total cash provided during the period was driven by net income of $51.2 million adjusted for non-cash charges of approximately $2.6 million related to depreciation and amortization. Cash from net income was decreased by the overall increase in our net operating assets and liabilities, primarily our net working capital and other net account, resulting in outflow of approximately $1.4 million. Accounts receivable and contract assets in aggregate increased approximately $104.8 million during the six-month period ended September 30,

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2022, resulting from longer billing periods. Inventory increased by $67.8 million and other assets increased by $46.0 million primarily due to advance payments to suppliers to secure product with longer lead times, continued logistics constraints and increased operations. Offsetting the cash outflows were increases in deferred revenue of approximately $82.6 million, primarily resulting from upfront funding of new contracts, and increases in account payable of approximately $88.9 million directly associated with the increased inventory level.

Net cash used in investing activities was approximately $1.3 million and directly attributable to the purchase of property and equipment.

Net cash provided by financing activities was $4.0 million resulting from net cash transfers from Flex primarily pursuant to the centralized cash management function performed by Flex.

Six-month period ended October 1, 2021

Net cash used in operating activities was $31.2 million during the six-month period ended October 1, 2021. Net working capital and other was a net use of approximately $72.5 million. Cash used for inventory, accounts receivable and contract assets was approximately $93.5 million in the six-month period ended October 1, 2021, as we funded increased operations. Additionally, approximately $34.0 million in cash was used for other current and noncurrent assets during the six-month period ended October 1, 2021, primarily due to increased advance payments made to suppliers for future procurement of inventory. This increase was offset by increased deferred revenue of approximately $22.7 million, primarily resulting from upfront funding of new contracts and timing of cash collections coupled with delays in projects as a result of logistics constraints. Further offsetting cash used for net working capital and other, net was net income of approximately $32.6 million adjusted for noncash charges of approximately $8.7 million related to depreciation and amortization.

Net cash used in investing activities was approximately $3.3 million and directly attributable to the purchase of property and equipment.

Net cash used in financing activities was $26.4 million resulting primarily from net cash transfers to Flex pursuant to the centralized cash management function performed by Flex.

Fiscal year 2022

Net cash used in operating activities was $147.1 million during fiscal year 2022 driven by an increase in net working capital of approximately $207.1 million. Cash used for inventory, accounts receivable and contract assets was approximately $278.8 million in fiscal year 2022 as we continued to fund increased operations and were unfavorably impacted by the timing of cash collections coupled with delays in projects as a result of logistics constraints. This was partially offset by increased accounts payable of approximately $35.8 million, a decrease in other current and noncurrent assets primarily due to lower levels of advance payments made to suppliers for future procurement of inventory, and increase of deferred revenue of approximately $15.2 million resulting from upfront funding on new contracts. Further offsetting cash used for net working capital, was net income of approximately $50.9 million adjusted for noncash charges of approximately $11.1 million related to depreciation and amortization.

Net cash used in investing activities was approximately $5.8 million and directly attributable to the purchase of property and equipment.

Net cash used in financing activities was $8.7 million resulting from net cash transfers to Flex primarily pursuant to the centralized cash management function performed by Flex.

Fiscal year 2021

Net cash provided by operating activities was $94.3 million during fiscal year 2021. Total cash provided during the period resulted primarily from net income of approximately $124.3 million adjusted for noncash charges of

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approximately $22.2 million primarily related to depreciation, amortization and stock compensation. Cash used for inventory, accounts receivable and contract assets of approximately $71.1 million in fiscal year 2021 was offset by increased accounts payable of approximately $55.6 million, all primarily resulting from expanded operations. Additionally, approximately $17.2 million in cash was used for other current and noncurrent assets during fiscal year 2021 primarily due to increased advance payments made to suppliers for procurement of inventory.

Net cash used in investing activities was approximately $3.0 million and directly attributable to the purchase of property and equipment and intangible assets.

Net cash provided in financing activities was $96.3 million resulting from a net cash transfer from Flex of approximately $427.7 million primarily due to the termination of the U.S. cash pooling arrangement between Flex and us in March 2021, offset by a dividend distribution to Flex of approximately $331.4 million.

Fiscal year 2020

Net cash provided by operating activities was $241.0 million during fiscal year 2020. Total cash provided during the period resulted primarily from net income of approximately $118 million adjusted for non-cash charges of approximately $20 million primarily related to depreciation, amortization and stock compensation. Cash used for inventory, accounts receivable and contract assets of approximately $72.6 million in fiscal year 2020 was offset by increased accounts payable of approximately $69.9 million, all primarily resulting from expanded operations. Other current and non-current liabilities provided approximately $28.7 million of cash primarily from higher operational related accruals in fiscal year 2020. In addition, cash collected in advance for the ITC safe harbor investments coupled with overall expansion of our operations drove a $74.3 million increase to deferred revenue in fiscal year 2020.

Net cash used in investing activities was approximately $1.7 million and directly attributable to the purchase of property and equipment.

Net cash used in financing activities was $250.8 million resulting from net cash transfers to Flex pursuant to the centralized cash management function performed by Flex.

Cash management and financing

We have historically participated in a centralized cash management program administered by Flex; disbursements are independently managed by us. The cash balance reflected in the combined balance sheets as of September 30, 2022 and March 31, 2022 and 2021 consist of the cash managed and controlled by us that is not part of the Flex centralized cash management pool. In March 2021, the U.S. cash pooling arrangement between us and Flex was terminated and we executed a new cash pooling agreement. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling management programs intra-quarter, and all outstanding positions are settled or scheduled for settlement as of each quarter end. “Due to related parties” are balances resulting from transactions between us and Flex subsidiaries that have historically been cash settled and are treated as operating activities in the statement of cash flows. Flex intercompany balances resulting from transactions between us and Flex that have not been historically cash settled are reflected within net parent investment on the combined balance sheets as these are deemed to be internal financing transactions and accordingly are treated as financing activities in the statement of cash flows.

Contractual obligations

We continue to be part of Flex’s broader capital structure for all periods presented. During these periods, the Company did not have any outstanding bank borrowings or long-term debt. We have historically maintained a low level of net working capital requirements and funded those requirements through cash from operations as

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we do not require a significant amount of investment to fund growth. The Company currently does not participate in off-balance sheet financial arrangements. We have purchase obligations that arise in the normal course of business primarily consisting of binding purchase orders for inventory related items. Additionally, we have leased certain facilities under operating lease commitments. Future payments due under our operating leases as of March 31, 2022 are as follows:

(In thousands)	Total		2023		2024		2025		2026		2027
Operating leases	$	4,766	$	1,947	$	1,859	$	436	$	295	$	229
Total contractual obligations	$	4,766	$	1,947	$	1,859	$	436	$	295	$	229

We also have outstanding firm purchase orders with certain suppliers for the purchase of inventory, which are not included in the table above. Most of the purchase obligations are generally short-term in nature. As of March 31, 2022, our purchase obligations were approximately $7.6 million. Our purchase obligations can fluctuate significantly from period to period and can materially impact our future operating asset and liability balances, and our future working capital requirements. We intend to use our existing cash balances, together with anticipated cash flows from operations to fund our existing and future contractual obligations.

There were no material changes in our contractual obligations during the fiscal year 2022 and for the six-month period ended September 30, 2022.

Off-Balance sheet arrangements

For the six-month period ended September 30, 2022 and fiscal years ended March 31, 2022, 2021 and 2020, we did not have any off-balance sheet arrangements.

Critical accounting policies and significant management estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for doubtful accounts, reserve for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation related accruals, and fair values of stock options and restricted share unit awards granted under stock-based compensation plans. We review periodically estimates and assumptions, and the effects of our revisions are reflected in the period they occur. We believe that these estimates and assumptions provide a reasonable basis for the fair presentation of the combined financial statements.

Revenue recognition

We account for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented.

In applying ASC 606, we recognize revenue from the sale of solar tracker systems, parts, extended warranties on solar tracker systems components and software license along with associated maintenance and support. In determining the appropriate amount of revenue to recognize, we apply the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) we satisfy a performance obligation. In assessing the recognition of revenue, we evaluate whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations. Further, we assess

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whether control of the product or services promised under the contract is transferred to the customer at a point in time or over time.

Performance obligations and measures of progress

Our contracts for specific solar tracker system projects with customers are predominantly accounted for as one performance obligation because the customer is purchasing an integrated service, which includes our overall management of the solar tracker system project and oversight through the installation process to ensure a functioning system is commissioned at the customer’s location. Our performance creates and enhances an asset that the customer controls as we perform under the contract, which is principally as tracker system components are delivered to the designated project site. Although we source the component parts from third party manufacturers, we obtain control and receive title of such parts before transferring them to the customer because we are primarily responsible for fulfillment to our customers. Our engineering services and professional services are interdependent with the component parts whereby the parts form an input into a combined output for which it is the principal, and we could redirect the parts before they are transferred to the customer if needed. The customer owns the work-in-process over the course of the project and our performance enhances a customer controlled asset, resulting in the recognition of the performance obligation over time. The measure of progress is estimated using an input method based on costs incurred to date on the project as a percentage of total expected costs to be incurred.

Contracts with customers that result in multiple performance obligations include contracts for the sale of components, solar tracker system project contracts with an extended warranty, and contracts for the sale of software solutions.

For contracts related to sale of components, our obligation to the customer is to deliver components that are used by the customer to create a tracker system and does not include engineering or other professional services or the obligation to provide such services in the future. Each component is a distinct performance obligation, and often the components are delivered in batches at different points in time. We estimate the standalone selling price (“SSP”) of each performance obligation based on a cost plus margin approach. Revenue allocated to a component is recognized at the point in time that control of the component transfers to the customer.

At times, a customer will purchase a service-type warranty with a tracker system project. We use a cost plus margin methodology to determine the SSP for both the tracker system project and the extended warranty. The revenue allocated to each performance obligation is recognized over time based on the period over which control transfers. To date, revenues recognized related to extended warranty have not been material.

We generate revenues from sales of software licenses of our TrueCapture and NX Navigator offerings, which are often sold separately from the tracker system. Software licenses are generally sold with maintenance services. The software license and the maintenance services are separate performance obligations. We estimate the SSP of the software license using an adjusted market approach and estimates the SSP of the maintenance service using a cost plus margin approach. Revenue allocated to the software license is recognized at a point in time upon transfer of control of the software license, and revenue allocated to the maintenance service is generally recognized over time on a straight-line basis during the maintenance term. Revenues related to sales of software licenses were not material and were approximately 2% and 1% of total revenue for the fiscal years ended March 31, 2022 and 2021, respectively, and less than 1% of total revenue for the fiscal year ended 2020.

Contract estimates

Accounting for contracts for which revenue is recognized over time requires us to estimate the expected margin that will be earned on the project. These estimates include assumptions on labor productivity and availability, the complexity of the work to be performed, and the cost and availability of materials including variable freight costs. We review and update all of a project’s contract-related estimates each reporting period and recognize

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changes in estimates on contracts under the cumulative catch-up method. Under this method, we recognize the impact of the adjustment on profit recorded to date in the period the adjustment is identified. We recognize revenue and profit in future periods of contract performance using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the period it is identified.

As of March 31, 2022, we had a $5.2 million reserve substantially related to six of our contracts which are in a material loss position. The reserve takes into account all reasonably foreseeable factors that may lead to additional losses and represents our best estimate. We expect these contracts to be completed within nine to twelve months. The significant assumptions used to determine contract losses include the current estimate of future costs, including the most recent rates for freight and steel costs. We expect elevated freight and steel costs to continue for the near future related to projects in progress, which are already reflected in our current loss reserve. We do not expect any remaining performance obligations to be significantly impacted due to freight and steel costs. However, as these projects continue through the construction and commissioning phases, it is reasonably possible that other unforeseen circumstances could occur and result in the recognition of additional losses on these projects; however, a range of such amounts cannot currently be estimated.

Contract balances

The adoption of ASC 606 resulted in the establishment of contract assets and contract liabilities (deferred revenue) on our balance sheet. The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities on the combined balance sheets. The majority of our contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project.

Product warranty

We offer an assurance type warranty for our products against defects in design, materials and workmanship for a period ranging from five to ten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on our warranty model which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from our specific projects and overall industry statistics. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The decrease in warranty expense observed in fiscal year 2022 was due to a change in estimate as a result of updated information obtained regarding warranty claims and lower observed failure rates of components as compared to previous reporting periods. Our first-generation components (primarily controllers and dampers) had higher initial failure rates during prior years. Since that time, the Company observed a decrease in failure rates in first and subsequent generation components which has resulted in fewer warranty returns, and accordingly, less warranty expense. We re-evaluate our warranty reserve on an ongoing basis using the best-available information, and warranty expense for the period has been adjusted to reflect our expectation of future failure rates for components under warranty. Due to the improved failure rates noted above, our estimated warranty obligation decreased during fiscal year 2022, resulting in a net $10.4 million benefit to our operating results versus what the impact would have been if there were no changes in estimated failure rates. For all other periods presented, there were no significant impacts from a change in failure rates to our warranty reserve.

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During the six-month period ended September 30, 2022, we observed an increase in warranty expense which was primarily due to increases in components cost driven by a higher cost of steel. Estimated failure rates were not significantly different during the first half of fiscal year 2023 compared to the observed failure rates in fiscal 2022.

Recently adopted accounting pronouncements

None.

Quantitative and qualitative disclosures about market risk

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in commodity prices, such as steel and customer concentrations. We do not hold or issue financial instruments for trading purposes and have no outstanding indebtedness for borrowed money.

There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the six-month period ended September 30, 2022 as compared to the fiscal year ended March 31, 2022.

Concentration of major customers

Our customer base consists primarily of EPCs, as well as solar project owners and developers. We do not require collateral on our trade receivables. The loss of any one of our top five customers could have a materially adverse effect on the revenue and profits of the Company.

The following table sets forth the revenue from our customers that exceeded 10% of our total revenue and the total revenue from our five largest customers by percentage of our total revenue during the periods included below:

	Six-month periods ended				Fiscal year ended March 31,
	September 30, 2022		October 1, 2021		2022		2021		2020
	(Unaudited)
Customer A*		18.7%		15.5%		13.5%		19.3%		12.5%
Customer B		—		11.5%		—		—		—
Customer D		—		—		—		—		16.1%
Top five largest customers		40.9%		43.5%		37.6%		45.7%		47.3%

* SOLV Energy

Our trade accounts receivables and contract assets are from companies within the solar industry and, as such, we are exposed to normal industry credit risks. We continually evaluate our reserves for potential credit losses and establish reserves for such losses.

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The following table sets forth the total accounts receivable, net of allowance for doubtful accounts and contract assets, from our largest customer that exceeded 10% of such total, and the total accounts receivable, net of allowance and contract assets, from our top five customers by percentage during the periods included below:

	As of September 30, 2022		Fiscal year ended March 31,
			2022		2021		2020
	(Unaudited)
Customer A*		22.0%		10.3%		11.1%		23.4%
Customer E		—		13.0%		—		—
Top five largest customers		41.7%		45.5%		43.7%		51.8%

*SOLV Energy

Commodity price risk

We are subject to risk from fluctuating market prices of certain commodity raw materials, such as steel, that are used in our products. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time, and we do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition and results of operations.

In addition, we are subject to risk from fluctuating logistics costs. As a result of sheltering-in-place and other disruptions caused by COVID-19, consumer and commercial demand for shipped goods has increased across multiple industries, which in turn has reduced the availability and capacity of shipping containers and available ships worldwide. This disruption has caused, and may continue to cause, increased logistics costs and shipment delays affecting the timing of our project deliveries, the timing of our recognition of revenue and our profitability.

Foreign currency exchange risk

We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We have established a foreign currency risk management policy to manage this risk. We intend to manage our foreign currency exposure by evaluating and using non-financial techniques, such as currency of invoice, leading and lagging payments and receivables management.

Based on our overall currency rate exposures as of September 30, 2022 and March 31, 2022, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term.

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Business

Our mission

Our mission is to be the world’s leading energy solutions company enabling the most intelligent, reliable and productive solar power for future generations.

Overview

We are a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Our products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. We led the solar industry based on GW shipped globally in 2015 and both globally and in the United States from 2016 to 2021.¹⁶

Over the past several years, the cost of solar energy has declined significantly, and today utility-scale solar is one of the lowest cost sources of wholesale energy production, driving demand for solar energy globally. In addition, demand for renewable energy continues to increase as countries, industries and firms move to reduce their carbon footprint and pursue more aggressive decarbonization targets. Electrification, including the proliferation of electric vehicles and the replacement of natural gas with electricity in buildings and residences, is expected to drive increased demand for energy production, including solar energy. We believe that both the attractive cost of solar generation and increasing demand for renewable energy will drive continued growth in the utility-scale solar market. Approximately 59.1% of installations in the United States are larger than 5 MW and most correspond to the utility-scale segment.¹⁷

The solar tracker market plays a key part in driving the global energy transition by increasing energy production and improving the levelized cost of energy (“LCOE”). The majority of utility-scale projects installed today in mature markets such as the United States, Latin America and Australia use solar trackers and adoption of solar tracker technology is growing in developing solar markets such as the Middle East and Africa. According to Wood Mackenzie, the global solar tracking market is estimated to be a $71 billion cumulative opportunity from 2020 to 2030, representing approximately 682 GW of solar capacity installed over that time period.¹⁸

By optimizing and increasing energy production and reducing costs, our tracker products and software solutions offer significant return on investment (“ROI”) for utility-scale solar projects. Single axis solar trackers generate up to 25% more energy than projects that use fixed-tilt systems that do not track the sun. To achieve these benefits, the industry initially focused on linked-row tracker architecture that moves rows of solar panels together as one unit to follow the sun. We have developed the next generation of solar trackers that enable rows to move independently, providing further benefits to customers. Our intelligent independent row tracking system incorporates proprietary technology that we believe produces more energy, lowers operating costs, is easier to deploy and has greater reliability compared to linked row, other independent tracker products and fixed-tilt systems. Our tightly-integrated software solutions use advanced algorithms and artificial intelligence technologies to further optimize the performance and capabilities of our tracker products.

We have shipped approximately 70 GW of our solar tracker systems as of September 30, 2022 to projects on six continents for use in utility-scale and ground-mounted distributed generation solar applications worth more

¹⁶  Wood Mackenzie, June 2022.

¹⁷  Wood Mackenzie, December 2022 (Global solar PV market outlook update: Q4 2022).

¹⁸  Wood Mackenzie, December 2022 (The global solar PV tracker landscape 2022). Global total addressable market excludes China.

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than $67 billion (based on recent global utility-scale system pricing).¹⁹ Our customers include engineering, procurement and construction firms (“EPCs”), as well as solar project developers and owners. We are a qualified, preferred provider to some of the largest solar EPC firms and solar project developers and owners in the world.

We have firm orders representing executed contracts, purchase orders and volume commitment agreements for projects that total approximately $2.1 billion in the aggregate as of December 31, 2022. These firm orders do not include our pipeline for projects that are currently in various stages of negotiations and contract execution. We have had firm orders totaling approximately $1.3 billion, $1.1 billion and $0.7 billion for the fiscal years ended March 31, 2022, 2021 and 2020, respectively.

We were founded in 2013 by our Chief Executive Officer, Dan Shugar, and were acquired by Flex Ltd. in 2015. Flex provides design, manufacturing and supply chain services through a network of over 100 locations in approximately 30 countries across five continents. Flex’s expertise in global supply chains and procurement and its strong financial backing has helped us accelerate our penetration of our end markets and run an optimized supply chain.

Our growth and success are evidenced by our operating and financial results in the six-month periods ended September 30, 2022 and October 1, 2021, and in the fiscal years 2022, 2021 and 2020:

• We generated revenue of $870.4 million in the six-month period ended September 30, 2022 compared to $680.2 million in the six-month period ended October 1, 2021. We generated revenue of $1,457.6 million, $1,195.6 million and $1,171.3 million in fiscal year 2022, 2021 and 2020, respectively.

• We generated gross profit of $114.4 million in the six-month period ended September 30, 2022 compared to $74.3 million in the six-month period ended October 1, 2021. Non-GAAP gross profit was $115.3 million for the six-month period ended September 30, 2022 compared to $78.9 million for the six-month period ended October 1, 2021. We generated gross profit of $147.0 million, $232.0 million and $212.9 million in fiscal year 2022, 2021 and 2020, respectively. Non-GAAP gross profit was $152.6 million, $242.0 million and $222.5 million for fiscal year 2022, 2021 and 2020, respectively.

• We generated operating income of $69.2 million in the six-month period ended September 30, 2022 compared to $41.2 million in the six-month period ended October 1, 2021. Non-GAAP operating income was $73.6 million for the six-month period ended September 30, 2022 compared to $50.0 million for the six-month period ended October 1, 2021. We generated operating income of $65.9 million, $158.5 million and $148.9 million in fiscal year 2022, 2021 and 2020, respectively. Non-GAAP operating income was $90.4 million, $177.9 million and $168.0 million for fiscal year 2022, 2021 and 2020, respectively.

• We generated net income of $51.2 million in the six-month period ended September 30, 2022 compared to $32.6 million in the six-month period ended October 1, 2021. We generated net income of $50.9 million, $124.3 million and $118.3 million in fiscal year 2022, 2021 and 2020, respectively.

• Non-GAAP net income was $53.8 million for the six-month period ended September 30, 2022 compared to $39.0 million for the six-month period ended October 1, 2021. Non-GAAP net income was $69.9 million, $140.3 million and $134.3 million for fiscal year 2022, 2021 and 2020, respectively.

• Adjusted EBITDA was $73.8 million for the six-month period ended September 30, 2022 compared to $51.1 million for the six-month period ended October 1, 2021. Adjusted EBITDA was $92.3 million, $179.2 million and $170.7 million for fiscal year 2022, 2021 and 2020, respectively.

• Net income as a percentage of revenue was 5.9% for the six-month period ended September 30, 2022 compared to 4.8% for the six-month period ended October 1, 2021. Net income as a percentage of revenue was 3.5%, 10.4% and 10.1% for fiscal year 2022, 2021 and 2020, respectively.

¹⁹  Wood Mackenzie, April 2022 (Global solar PV system price: country breakdowns and forecasts). The $67 billion value represents the estimated aggregate capital expenditures made on solar applications in order to build the projects; solar trackers generally represent approximately 12% of those capital expenditures. Such value is not necessarily indicative of the current market value of the projects as financial assets, which would depend on each project’s future projected cash flows.

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• Adjusted EBITDA as a percentage of revenue was 8.5% for the six-month period ended September 30, 2022 compared to 7.5% for the six-month period ended October 1, 2021. Adjusted EBITDA as a percentage of revenue was 6.3%, 15.0% and 14.6% for fiscal year 2022, 2021 and 2020, respectively.

Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the section entitled “—Summary historical and pro forma condensed combined financial and other data” for definitions of Non-GAAP gross profit, Non-GAAP operating income, Non-GAAP net income, Adjusted EBITDA and Adjusted EBITDA margin and reconciliations to the most directly comparable GAAP measures.

Industry trends

Growing demand for solar energy production is driven by the increasing cost competitiveness of solar energy and global trends including decarbonization and electrification.

Globally, many countries, industries and firms have been aggressively pursuing decarbonization standards that pledge to increase the percentage of electricity production from renewable energy sources while decreasing use of fossil fuel and nuclear generation. This pursuit, coupled with increasing demands for electrification to help achieve greenhouse gas emissions reductions, has created a significant demand for clean energy production. Electrification refers to electricity replacing other sources for energy consumption, such as the transition to electric vehicles and electric heating.

Solar is the fastest growing segment of the renewable energy sector and has become one of the most cost-effective forms of wholesale energy generation. According to Lazard, over the past decade the cost of solar generation has fallen by 90%.²⁰ Utility-scale solar currently has one of the lowest levelized cost of energy, or LCOE, on an unsubsidized basis. LCOE is a measure of the average net present cost of electricity generation for a power plant over its lifetime. The LCOE is calculated as the discounted costs over the lifetime of an electricity generating plant divided by a discounted sum of the actual energy amounts delivered. Solar’s LCOE cost improvement has resulted from technology advances and increased economies of scale. Today, solar electricity is competitive with both natural gas and wind and costs significantly less than some conventional generation technologies such as coal and nuclear.

²⁰  Lazard, 2021. Note: Unless otherwise indicated, the analysis assumes 60% debt at 8% interest rate and 40% equity at 12% cost.

²¹  Unless otherwise indicated herein, the low case represents a single axis tracking system and the high case represents a fixed-tilt system.

²²  Represents the estimated implied midpoint of the LCOE of offshore wind, assuming a capital cost range of approximately $2,500 - $3,600/kW.

²³  The fuel cost assumption for Lazard’s global, unsubsidized analysis for gas-fired generation resources is $3.45/MMBTU.

²⁴  Unless otherwise indicated, the analysis herein does not reflect decommissioning costs, ongoing maintenance-related capital expenditures or the potential economic impacts of federal loan guarantees or other subsidies.

²⁵  Represents the midpoint of the marginal cost of operating fully depreciated gas combined cycle, coal and nuclear facilities, inclusive of decommissioning costs for nuclear facilities. Analysis assumes that the salvage value for a decommissioned gas combined cycle or coal asset is equivalent to its decommissioning and site restoration costs. Inputs are derived from a benchmark of operating gas combined cycle, coal and nuclear assets across the U.S. Capacity factors, fuel, variable and fixed operating expenses are based on upper- and lower-quartile estimates derived from Lazard’s research.

²⁶  High end incorporates 90% carbon capture and storage. Does not include cost of transportation and storage.

²⁷  Represents the LCOE of the observed high case gas combined cycle inputs using a 20% blend of “Blue” hydrogen (i.e., hydrogen produced from a steam-methane reformer, using natural gas as a feedstock, and sequestering the resulting CO₂ in a nearby saline aquifer). No plant modifications are assumed beyond a 2% adjustment to the plant’s heat rate. The corresponding fuel cost is $5.20/MMBTU, assuming ~$1.40/kg for Blue hydrogen.

²⁸  Represents the LCOE of the observed high case gas combined cycle inputs using a 20% blend of “Green” hydrogen (i.e., hydrogen produced from an electrolyzer powered by a mix of wind and solar generation and stored in a nearby salt cavern). No plant modifications are assumed beyond a 2% adjustment to the plant’s heat rate. The corresponding fuel cost is $10.05/MMBTU, assuming ~$4.15/kg for Green hydrogen.

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Levelized cost of energy comparison–unsubsidized analysis     Source: Lazard, 2021

Utilities are expanding solar generation both to replace pre-existing capacity from conventional plants as they are retired and to build new capacity as overall electricity demand grows. As more coal generation plants were retired than constructed, global coal capacity began to fall for the first time ever in 2020 and has fallen in 2021 and the first half of 2022.²⁹ Countries outside of China are forecasted to retire approximately 99 GW of coal capacity through 2024. The U.S. Energy Information Administration (“EIA”) expects retirement of coal-fired generators to increase again in 2022—12.6 GW of coal capacity is scheduled to retire in 2022, or 6% of the coal-fired generating capacity that was operating at the end of 2021.³⁰ The growing use of battery energy storage has further increased demand for solar energy by providing utilities with greater flexibility to store solar-generated power and dispatch it as needed.³¹ The International Energy Agency expects solar power to account for more than 70% of renewable electricity net capacity additions worldwide over the next four years.³²

Solar leads renewable energy net capacity additions (global)

IEA Renewable electricity net capacity additions by technology, main and accelerated cases, 2017-2023

²⁹  Electric Power Monthly, May 2022.

³⁰  U.S. Energy Information Administration, January 2022.

³¹  International Renewable Energy Agency, 2020.

³²  International Energy Agency, 2022.

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In the United States, capacity is projected to grow with nearly 161.5 GW of new solar installations across all market segments from 2022 to 2026, more than double the increase over the prior five year period from 2017 to 2021.³³ International markets are expected to grow in both more developed solar markets such as Latin America, Australia and Europe, as well as in emerging markets such as the Middle East, Africa and Southeast Asia. All such markets are experiencing growth as cost declines have made solar more attractive. Large-scale projects (larger than 5 MW), most of which correspond to the utility-scale segment, represent the majority of solar demand across a broad range of regions and countries.³⁴

In the 1980’s, many utility scale plants in the early growth of the industry used `fixed-tilt’ mounting systems to secure PV panels. Fixed-tilt systems hold PV panels in a non-moving, fixed orientation, typically arranged in south-facing rows tilted at an appropriate elevation angle based on summer or winter energy optimization.

Fixed-tilt structures remained the predominant mounting system for ground-based projects until the commercialization of tracking systems in the early 1990s.

Today’s utility-scale solar plants have evolved from ‘fixed-tilt’ systems to generally rely on solar tracking technologies that increase electricity generation and improve economics for plant owners by enabling solar panels to rotate and follow the sun’s movement across the sky. Single axis solar trackers can increase energy yield of solar projects and generate up to 25% more energy than projects that use fixed-tilt, or stationary, panel mounting systems that do not track the sun.³⁵ The additional cumulative revenue from energy production that trackers provide typically exceeds the incremental cost of using a tracking system, improving the LCOE and providing significant ROI for solar projects. Given these advantages, in mature solar markets such as the United States, Latin America and Australia, the majority of utility-scale solar generation projects use solar trackers while penetration in the emerging markets of the Middle East and Africa was projected to reach 50% as of the end of 2022.³⁶ We expect global adoption of solar trackers to continue to increase worldwide.

In utility-scale solar systems, panels are mounted to systems that are supported by structural piers that are anchored into the ground. The purpose of these systems is to brace and orient the panels at the proper geometry to optimize sunlight on their surface. These systems must also be designed to withstand various site-specific conditions including weather and seismic forces. There are two types of systems used for utility-scale solar systems, fixed-tilt or tracking. Fixed-tilt structures hold panels in a stationary position and tracking systems rotate the panels to track the sun as it moves throughout the day.

There are several types of tracking solutions with differing geometry and operational characteristics. The majority of the market uses single axis horizontal trackers such as our solar tracker products. We believe single axis horizontal trackers offer the best optimization of performance, cost and reliability for utility-scale solar plants. Other tracking designs, such as dual axis trackers, are typically more expensive and primarily used for niche applications.

While solar trackers have existed for over 30 years, there are many limitations to competing tracker solutions that reduce ROI for utility-scale solar plants.

• Legacy architectures. Certain tracker technologies in the market today rely on a legacy, linked-row architecture. These systems use mechanical linkages and a single large motor to simultaneously move multiple interconnected, or “linked,” rows of trackers, introducing significant single points of failure. Linked-row architectures were designed over 30 years ago primarily due to the high cost of electric motors and control systems at the time. These designs do not leverage the substantial cost reductions in motors and control systems today, and have limitations in optimizing performance, reliability and operations.

³³  Wood Mackenzie, December 2022.

³⁴  Wood Mackenzie, December 2022.

³⁵  Joule, 2020.

³⁶  Joule, 2020; Wood Mackenzie, December 2022.

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• Lack of software and sensor capabilities. Legacy architectures were not designed to tightly couple the solar tracker with advanced software and sensors to further increase energy production levels, optimize performance for variable site and severe weather conditions, and efficiently manage a power plant’s operating costs.

• Vulnerable to damage from severe weather conditions. Solar power plants can be damaged by severe weather conditions, including flooding, hail and extreme wind events. Other tracker architectures have exhibited significant vulnerabilities to such conditions.

• Difficult to deploy. Other solar tracker architectures may incur substantial installation costs and significant time to deploy and operationalize due to factors such as greater structural complexity. Since many project sites have varying topographies, legacy architectures can create additional deployment complexities, such as significant site grading costs and longer installation and commissioning processes.

• Difficult to operate. Legacy linked-row architectures create challenges with management of the solar array. Physically-linking tracker rows together significantly inhibits or eliminates the ability to control each row independently to increase overall power production. In addition to introducing significant single points of failure, linkages also create a physical barrier that limits vehicle access for maintenance activities, such as panel cleaning and vegetation management, thus increasing operating costs and reducing power production.

• Lack of future upgradability. Most trackers are designed with a fixed set of features and capabilities at the time of their installation. As a result, future software and mechanical upgrades are unavailable or cost prohibitive, in large part due to limited control systems and connectivity capabilities in existing solutions.

We believe that our solution addresses these limitations and provides tremendous benefits to our customers and end users.

Our solution

We provide intelligent, integrated solar tracker and software solutions that use an innovative design approach to enable new capabilities and to expand the viability of trackers across a broader range of topographical and climate conditions.

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Tracking solutions portfolio

NX Horizon is our flagship solar tracking solution. NX Horizon’s smart solar tracker system delivers what we believe to be an attractive LCOE and has been deployed more than any other tracker as of December 31, 2021. Based on our internal analysis, experience and customer feedback, we believe we generally have an LCOE advantage compared to legacy linked row trackers and, depending upon terrain, climate, location and other factors, we believe this LCOE advantage can be as high as 9%. NX Horizon’s system mounts a single line of panels along a tracker row. NX Horizon’s reliable self-powered motor and control system, balanced mechanical design and independent-row architecture provide project design flexibility while lowering operations and maintenance costs. With its self-aligning module rails and vibration-proof fasteners, NX Horizon can be easily and rapidly installed. The self-powered, decentralized architecture allows each row to be commissioned in advance of site power and is designed to withstand high winds and other adverse weather conditions.

NX Gemini is our two-in-portrait (“2P”) format tracker which holds two rows of solar panels along the central support beam. Ideally suited for sites with challenging soils, high winds and irregular boundaries, NX Gemini features a distributed drive system for robust stability in extreme weather, eliminating the need for dampers and minimizing energy required to stow panels in a safe position during inclement weather.

In March 2022, we launched NX Horizon-XTR, our terrain-following tracker designed to expand the addressable market for trackers on sites with sloped, uneven and challenging terrain. NX Horizon-XTR conforms to the natural terrain of the site, reducing or eliminating cut-and-fill earthworks and reducing foundation lengths. These benefits help accelerate construction schedules and make trackers more economically and environmentally viable on difficult sites.

NX Horizon combines several key features that improve performance, reliability and operability compared to competing designs.

• Independent rows.    Over the last decade, the substantial decrease in the cost of electric motors and control systems helped accelerate the adoption of independent row tracking systems over linked-row architectures. In addition to the ability to rotate each row individually, independent rows provide many benefits such as increased redundancy and therefore lower risk of single points of component failure, site layout flexibility including reduced grading requirements, ease of installation, and ease of maintenance and operations, including unrestricted vehicle access.

• Mechanically-balanced rows.    Our patented mechanically-balancing rows have several benefits, including greater range of motion, less energy required to rotate the panels than competing products and reduced component wear and tear. Mechanical balancing also enables greater elevation of solar panels above a central support beam (torque tube), significantly improving energy production in bifacial applications by allowing more reflected light to reach the back side of the panel. Bifacial panels capture sunlight on both their front and back sides and are increasingly adopted in utility-scale projects.

• Self-powered.    Our tracker design includes the placement of a small solar panel on each row that powers the trackers, eliminating the need for more expensive AC power. Self-powered trackers can also accelerate plant commissioning by weeks or months by eliminating the need to wait for onsite power installation. In addition, our self-powered controller also enables advanced software capabilities by collecting and distributing real-time sensor data.

• Terrain following capability.    Unlike typical designs that constrain tracker rows to a plane, Nextracker’s NX Horizon-XTR tracker variant conforms to a site’s natural terrain undulations. This design eliminates or reduces the cost and impact of cut-and-fill earthworks, reduces foundation material, eases permitting and accelerates project construction schedules. NX Horizon-XTR’s ability to significantly reduce earthwork allows many otherwise infeasible sites to become economically viable for solar trackers. Less earthwork lowers

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upfront costs and improves scheduling while mitigating environmental impacts to topsoil, native vegetation, and natural drainage features.

• Embedded sensors and connectivity.    Our embedded sensors and wireless mesh network with real-time connectivity enable visibility and system monitoring of critical components, and remote maintenance, upgrades, and future software enhancements if separately purchased by the customer.

• Operations and maintenance efficiency.    Our highly engineered fasteners replace standard nuts and bolts. Our fasteners increase long-term reliability and eliminate the need for periodic inspection and maintenance required by systems held together with nuts and bolts. Our fasteners also provide code-compliant, integrated, self-grounding functionality, which eliminates the need for additional components or wiring for grounding requirements.

• Sealed, elevated drive system.    All our trackers have sealed gears, motors and controllers, which are typically elevated three or more feet above the ground, protecting the system against dust, flooding and ground accumulations of snow and ice.

Software solutions portfolio

We offer a number of software solutions to optimize the performance and capabilities of our tracking solutions. Our software is licensed on a separate basis and integrated with our tracker products, leveraging the embedded sensors, communication and control capabilities in these solutions. When we develop new software features, we can provide these capabilities to both our customers’ existing installed fleet as well as new projects. Through software innovation, we have been able to improve energy yields and operability over time, providing differentiated benefits to our customers.

TrueCapture is our flagship software offering, which as of September 30, 2022 has been installed on approximately 186 projects and is under contract for approximately 38 additional projects. As of December 31, 2022, TrueCapture has been installed on approximately 192 projects, an increase of 181 installed projects from 11 installed projects as of March 31, 2019, and is under contract for approximately 52 additional projects as of December 31, 2022. TrueCapture is an intelligent, self-adjusting tracker control system that uses machine learning to increase typical solar power plant energy yield between 1-2.2% for the majority of projects. While linked row tracking systems angle all rows in an identical direction facing the sun, TrueCapture boosts solar power plant production by continuously optimizing the position of each individual tracker row in response to site features such as varying topography and changing weather conditions.

TrueCapture utilizes a suite of advanced software techniques to predict and optimize the energy yield of our systems on an ongoing basis throughout the life of the system. Sophisticated digital twin modeling techniques generate a digital model of the site and array and tracker geometry. This is combined with weather forecast data and processed through a high-fidelity simulation engine to predict how much additional energy can be captured via TrueCapture row-to-row shade avoidance and diffuse light tracking.

Row-to-row shade avoidance

TrueCapture automatically adjusts tracker positions on a row-by-row basis to reduce shading from adjacent tracker rows caused by uneven terrain and construction variances. Such adjacent-row shading frequently occurs in

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the early morning or late afternoon when the sun is low in the horizon. Incremental late afternoon energy production is particularly valuable in that it helps tracking systems better match utility-load profiles as electricity demand typically rises during these hours. Optimized row-to-row shade avoidance is only possible with independent-row architectures with dedicated control electronics on each row. TrueCapture row-to-row shade avoidance operation integrates data from on-site sensors and other data sources into our machine learning algorithms and then leverages the independent row tracker and controls architecture to create customized tracking algorithms for each row to optimize energy yield. This method calculates shading on each row of the array for every hour of the year, contrasting with other approaches that ‘de-tune’ the entire array based on a one-time shading measurement, resulting in only partial energy recovery.

Diffuse light tracking

TrueCapture diffuse light tracking technology increases energy yield in overcast, cloudy or hazy conditions. In such diffuse, indirect lighting conditions, energy production is optimized by enabling solar panels to capture a wider “view-angle” of the sky rather than pointing directly at the sun. TrueCapture automatically moves specific rows into a flat, horizontal position if doing so optimizes energy production in diffuse light conditions. Standard tracking algorithms fail to adjust for this, resulting in lost energy. On-site irradiance sensor data is integrated with other weather data and processed via our machine learning algorithms to determine and dispatch optimal tracking angles to each tracker row on a continual basis.

TrueCapture’s row-to-row shade avoidance and diffuse light tracking modes operate concurrently to produce complementary yield gains.

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NX Navigator^TM, which is typically bundled for no additional fee with TrueCapture, enables solar power plant owners and operators to monitor, control and protect their solar projects. An intuitive dashboard helps plant managers to precisely visualize real-time operational data at the site, subfield and individual tracker level. This graphical user interface allows operators to track key parameters, instantly locate specific tracker equipment on a digital sitemap, and identify and schedule maintenance repairs. In addition, NX Navigator’s risk mitigation features include Hurricane/Typhoon Stow and Hail Stow modes, both of which quickly command solar panels to rotate to safe positions in response to inclement weather that might otherwise cause significant damage to solar panels. Hail Stow increases the survivability of solar panels to over 99% in lab testing. Snow Shed is an additional control feature that enables solar panels to generate more energy during snowstorms by periodically rotating panels to shed excess snow buildup and quickly resume normal tracking.

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Benefits of our solution

We approach tracking with a holistic and forward-thinking view toward increasing solar power plant energy production levels and decreasing operating and maintenance costs. Our trackers provide high levels of performance and operability and improve over time through our separately licensed software solutions. We see trackers as not only a physical mounting and rotating platform for solar panels, but also as a nexus of intelligent control and optimization for the entire solar plant. Our innovative approach provides the following significant competitive advantages:

• Next-generation architecture.    Our self-balancing, independent-row architecture provides many performance and cost advantages, including improved reliability, easier access for maintenance vehicles, a wide rotational range and the ability to optimize the tracker angle on a row-by-row basis for increased energy production. Unlike some linked-row designs, our key drive components are located well above ground to reduce risk from flooding and ground accumulations of snow and ice.

• Advanced software and sensor capabilities.    We optimize performance and operability through hardware and software integration, validated by rigorous testing and field-based measurement and verification. Our software solutions interface with our network of data-mining sensors dispersed throughout the solar plant and enable operators to optimize performance for various shading and lighting conditions and efficiently manage the solar plant at scale.

• Ease of deployment.    Our solutions are designed to enhance system configuration and planning for customers, reduce costs associated with grading, earthworks, anchoring, deployment and other installation, and reduce time to deploy and operationalize. Our trackers are self-powered, reducing ongoing system reliance on more costly AC power and allowing newly-constructed plants to begin generating solar power weeks or months sooner than tracking solutions that require external power to operate.

• Ease of operation.    Our architecture, sensors and software are designed to reduce operating costs, optimize uptime and mitigate risks such as potential damage from severe weather. Independent-row architecture reduces the cost of cleaning, vegetation management and inspection operations by providing significantly easier vehicle movement along rows. Embedded sensors provide terabytes of data that deliver individual row level insights to drive operational benefits for our customers.

• Future upgradability.    We take an innovative approach to ‘future proofing’ the optimization of our trackers over time, enabling the release of improved features and capabilities to both legacy and new solar projects via future software enhancements to our separately sold software solutions.

• Severe weather protection.    Our systems combine multiple approaches to reduce risk of damage while maintaining as much energy production as feasible in severe weather conditions. Our trackers use wind stowing methods and dampening based on research on dynamic wind force mitigation, increasing protection against high winds while seeking to minimize energy production impacts. Our software also provides rapid stowing modes to reduce risk of damage from hail and a feature that automatically puts the panels into stow position shortly after a loss of utility power.

• Superior production for bifacial solar panels.    Our tracker platforms are designed to optimize production from bifacial solar panels. Bifacial panels capture sunlight on both their front and back sides and are increasingly adopted in utility-scale projects. Our architecture is designed to mitigate obstructions that can block reflected light from reaching the back side of the panels.

Our key strengths

• Global leader in the solar tracking industry.    We are the global leader in the solar tracking industry based on GW shipped and have been for the last seven consecutive years from 2015 to 2021. As of September 30,

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2022, we have cumulatively shipped approximately 70 GW of solar tracker systems since our inception in 2013, which we believe to be the most in our industry’s 30 year history. We have over 200 active customers across more than 30 countries, including all of the top 10 EPCs in the U.S. early in the adoption curve of solar tracking solutions. We expect these markets to increasingly shift to solar tracking and away from fixed-tilt systems over time, providing additional tailwinds for the solar tracking industry.

• Culture and track record of innovation.    We have an exceptional culture focused on driving thought leadership and innovation within our industry over many years. We pioneered what we believe to be today’s leading generation of tracker solutions, including many “industry first” innovations, such as self-powering and self-grounding capabilities, and associated software offerings. Our innovation capabilities have driven improvements in our products over time, as seen through the leading energy capture performance of our trackers. Our software offerings continue to optimize our trackers, driving energy yield, cost reductions and increased resilience in variable environments where our customers operate.

• Proven solutions with a long track record of performance and reliability.    We have an established track record of delivering what we believe to be the highest performing trackers for solar energy projects in markets around the world, which is especially critical for a product with an expected 35+ year lifetime. We consistently receive positive customer feedback regarding the quality and reliability of our products, including proven enhancements in energy yield and operating costs.

• Strategic, value-driven relationships throughout the customer value chain.    We have developed long-term, entrenched strategic relationships throughout the value chain with leading developers, EPCs, owners and operators of solar projects. These relationships differentiate our go-to-market engine, enabling us to serve as strategic advisors to each of these stakeholders in a solar project. These relationships also provide valuable customer feedback that helps guide our ongoing innovation.

• Differentiated, robust intellectual property portfolio.    We have a large portfolio of intellectual property protecting both our hardware and software products. We have 70 issued U.S. patents, 100 granted non-U.S. patents and 197 U.S. and non-U.S. patent applications pending, including provisional patent applications pending in the U.S. and pending Patent Cooperation Treaty applications across our product portfolio as of September 30, 2022. We have 43 issued U.S. patents and 30 U.S. and PCT patent applications pending on our core tracking mechanical structures such as our balanced system and tracker frames, and 21 issued U.S. patents and 25 U.S. and PCT patent applications pending on our yield-improving technologies, including adaptive control methods utilized through TrueCapture as of September 30, 2022.

• Visionary, founder-led management team.    Our founders and management team pioneered tracking technology and are the driving force behind our vision, mission and innovation. Key members of our management team have an average of 20 years of experience in the solar industry. Our highly-talented leadership team enables us to develop innovative products, build long-term partnerships across the solar value chain and foster our mission-driven culture.

Our growth strategies

We intend to drive the growth of our business primarily through the following strategies:

• Maintain clear leadership position in sophisticated and growing U.S. market.    We are the U.S. leader in the solar tracking industry based on GW shipped. The U.S. solar market for installations larger than 5 MW, most of which correspond to the utility-scale segment, is projected to grow at a 19% compound annual growth rate over the next 9 years.³⁷

³⁷  Wood Mackenzie, December 2022.

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• Expand in rapidly growing and maturing international markets.    We have a strong presence in the Australia, Latin America, the Middle East and Africa markets, which have demonstrated significant growth over the past five years.³⁸ We believe there is an opportunity both to grow with existing customers and acquire new customers as these markets mature and increasingly prioritize technological capabilities and energy yield. Several emerging markets, such as the Middle East, Africa and Southeast Asia, are early in the adoption curve of solar tracking solutions. We expect these markets to increasingly shift to solar tracking and away from fixed-tilt systems over time, providing additional tailwinds for the solar tracking industry.

• Leverage our cutting-edge technological expertise to expand the existing addressable market.    With solar projects increasingly built in geographies with challenging weather or topography, the need for technology innovation is critical to further growth. NX Horizon-XTR illustrates our efforts to enable our customers to achieve competitive economics in these site conditions, thereby expanding our total addressable market (“TAM”).

• Expand our product offerings and capitalize on our large installed base.    Our flagship software offering, TrueCapture, increases typical solar power plant energy yield between 1-2.2% for the majority of projects. In addition, based on our internal analysis, we believe this offering creates some gains outside of this range, including up to 6% depending on site topography, construction variances, project design, and weather conditions. In addition to making us more competitive with new customers and projects, we can cross-sell this and other software offerings to our pre-existing customer base which built solar plants prior to our software coming to market. We have shipped approximately 70 GW of tracker systems as of September 30, 2022, of which approximately 30% utilize TrueCapture technology. Legacy systems which have not incorporated TrueCapture represents another embedded growth opportunity.

• Pursue selective and accretive acquisitions to complement our existing platform.    We will continue to evaluate opportunities to make acquisitions that expand our portfolio and provide more value for customers. Our management team has experience successfully integrating acquisitions, including the machine learning software company BrightBox Technologies and the intellectual property assets of Optimum Tracker.

Our market opportunity

Trackers are the fastest-growing utility-scale mounting system across the world, with the percentage of ground-mounted solar installations (in GW) utilizing trackers growing from 23% in 2015 to a projected 49% in 2022 globally (and was over 80% in 2022 in mature markets such as the United States and Australia), according to Wood Mackenzie.³⁹ In addition, the most recent tracker-specific forecasts from Wood Mackenzie estimate a $4.6 billion market for trackers in 2022, the third consecutive year in which the annual market value of trackers would exceed that of fixed-tilt systems for the ground-mounted market.⁴⁰ We believe that the global demand for trackers is growing faster than the overall demand for mounting systems because solar energy projects that use trackers generate significantly more ROI than projects that do not. According to Wood Mackenzie, the global tracker market is expected to be a $71 billion cumulative opportunity from 2020 to 2030, representing approximately 682 GW of solar installed over that time period.⁴¹

Customers

Our large and diversified customer base consists of over 200 active customers across more than 30 countries. Customers and owners of our products include many of the largest and most successful companies in the industry. Our EPC customers often build multiple projects at a time for their customers and purchasing

³⁸  Wood Mackenzie, December 2022.

³⁹  Wood Mackenzie, December 2022. Global total addressable market excludes China.

⁴⁰  Ibid.

⁴¹  Ibid.

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decisions are typically made on a per-project basis. A small number of customers deploy our products for ground-mounted distributed generation projects such as powering the customers’ buildings or facilities. For the fiscal year 2022, we derived 62% of our revenue from projects in the U.S. and 38% from projects in international markets.

Sales and marketing

Our sales and marketing strategy is focused on building long-term relationships with key parties involved in developing, building, owning and maintaining utility-scale solar projects. We educate those parties on the benefits of our solutions, including increased energy yield performance, superior constructability, reliability, ease of maintenance, and advanced software and sensor capabilities compared to competing products. We leverage a variety of techniques to build awareness of and communicate our value propositions, including comprehensive digital marketing campaigns, independent studies, white papers, training programs, thought leadership seminars and participation in industry conferences and events. We sell systems both on an individual project basis and through long-term master supply agreements.

Our collaborative, full-project-lifecycle approach to selling involves working closely with developers, independent engineers, EPCs and their subcontractors, project owners, and operations and maintenance providers. We work collaboratively with customers and stakeholders as a strategic partner through all stages of the project lifecycle to ensure success, including collaborating on site design/layout, wind studies, geotechnical analysis and value engineering. Once the sale is completed, our project management teams continue engaging with the customer through installation and commissioning phases to ensure smooth delivery and project execution. Our asset management team then provides ongoing technical and general customer support for the life of the project, offering system monitoring, training programs, spare parts management and other maintenance services. This approach creates a broad array of touchpoints with the customer organization, strengthening loyalty in the relationship that drives repeat business and entry into new markets with the customer. For the year ended March 31, 2022, 80% of our revenue was generated from existing customers.

We have regional sales leaders based in each market that are supported by local project engineering teams and other specialists to help customers evaluate our solutions and optimize system designs in the context of local market characteristics. Due to the critical role of trackers in utility-scale power plants, tracker procurement is based on a complex set of buying criteria with input often coming from multiple stakeholders. As a result, we frequently engage with multiple parties in the sales process including the direct purchaser, such as a developer or EPC, and other stakeholders, such as the long-term plant owner. We believe our comprehensive go-to-market approach throughout the project lifecycle creates stickiness and loyalty in all stakeholder relationships, which can be carried forward as customers expand into new markets.

Our globally diversified operational footprint places sales, engineering and key product and project support functions in close proximity to major tracker markets around the world. This enables us to ensure customer success throughout the project lifecycle, from sales and project design engineering leveraging local expertise to optimize system designs for regional requirements, through deployment and commercial operation. We are well-positioned to provide timely commercial and technical support with personnel in the local time zone and within short travel distances to customer and project sites.

In the United States, we maintain dedicated sales staff in California and Tennessee, providing coverage across an expansive geographic market. Our international sales representatives are located in Spain (Madrid and Seville), Australia (Manly), Mexico (Mexico City), India (Hyderabad), Dubai, Brazil (São Paulo) and Singapore. Sales employees in Madrid, Manly, Mexico, Hyderabad and Brazil are supplemented by regional project engineering and project management staff with significant local expertise. These regional teams leverage deep understanding of local jurisdictions, regulations, language and culture, and location-specific installation

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considerations of each project to foster customer success. Several international offices complement our U.S. headquarters with supply chain, operations and R&D support. Our Hyderabad, India office has approximately 140 employees across sales, engineering, project management and corporate support functions. This office serves not only as a regional hub to support deployments in South Asia and the emerging Middle East and Africa markets, but also as an independent R&D center that conducts parallel technology development alongside our U.S. headquarters, accelerating time to market for new features and products.

Research and development

We commit significant resources to our research and development efforts in order to maintain and extend our differentiated technology and innovation leadership and to enhance value for our customers. We believe that since our inception, we have developed and commercialized the most advanced solar tracking hardware and associated software systems adopted by the global utility-scale solar industry. Our engineering team embraces customer feedback as part of its design processes, with numerous product enhancements resulting from direct customer engagement and collaboration.

We operate state of the art product testing facilities to conduct functional and reliability testing for both individual components and complete system architectures. Approximately 7,800 square feet of laboratory space is dedicated to rapid prototyping and mechanical, electrical and environmental analysis of our products. Our “Center of Solar Excellence” is located adjacent to our Fremont, California headquarters. This 6-acre outdoor facility serves as a collaborative technology showcase and research facility, enabling our engineering teams and technology partners to develop, test and commercialize proprietary technologies in a real-world power plant setting. This facility is co-located with our core engineering personnel and allows us to accelerate time-to-market for new products.

We also sponsor an internal program, NX Accelerator, to incubate new product concepts with a dedicated team focused on next generation technologies. This team explores a variety of ideas for potential adoption by our core business. NX Accelerator has considered concepts such as plant-level software and control solutions, modular power plant and microgrid platforms, and intelligent integration of power plant components and systems.

We believe we lead the industry in R&D related to severe weather protection and have pioneered work in dynamic wind force analysis in collaboration with leading engineering firms. Our groundbreaking wind-tunnel studies led to the characterization of phenomena such as vortex shedding and influenced tracker wind-protection strategies throughout the industry. Similarly, to understand hail damage risk, we worked with third party labs to develop optimized protection strategies which ultimately informed our NX Navigator tool. We have a team with significant experience in the solar tracking industry from a number of engineering fields, including electrical, civil and mechanical. As of September 30, 2022, we employed 137 engineers, including our software development team which consisted of 15 employees.

Our research and development efforts extend beyond the tracker and include initiatives related to the integration of other power plant components to reduce costs and improve performance, availability and dispatchability. The team has successfully extended our core technologies to offer superior integration with energy storage systems as they become prevalent.

Intellectual property

The success of our business depends, in part, on our ability to maintain and protect our proprietary technologies, information, processes and know-how. As of September 30, 2022, we had 70 issued U.S. patents, 100 granted non-U.S. patents and 197 U.S. and non-U.S. patent applications pending, including provisional

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patent applications pending in the U.S. and pending Patent Cooperation Treaty applications across our product portfolio. Our U.S. issued patents are scheduled to expire between 2032 and 2039. Our patents cover the broad range of our solutions including mounting, assemblies, software, methods and solar tracker-related technologies.

In addition to patent protections, we rely on trade secret laws in the U.S. and similar laws in other countries to safeguard our interests with respect to proprietary know-how that is not patentable and processes for which patents are difficult to enforce.

We also use confidentiality agreements and other contractual arrangements to protect our intellectual property. Our policy is for our employees to enter into confidentiality and proprietary information agreements to address intellectual property protection issues and to assign to us all of the inventions, designs and technologies they develop during the course of employment with us. We also require our customers and business partners to enter into confidentiality agreements before we disclose any sensitive aspects of our technology or business plans. We may not have entered into such agreements with all applicable personnel, customers and partners, and, in the case of proprietary information agreements, such agreements may require additional documentation to assign of any proprietary information to us. Moreover, such individuals or entities could breach the terms of such agreements.

Government incentives

Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar electricity in the form of tax credits, rebates and other financial incentives. The range and duration of these incentives varies widely by geographic market. The market for grid-connected applications, where solar power is sold into organized electric markets or under power purchase agreements, often depends in large part on the availability and size of these government subsidies and economic incentives.

United States federal incentives

Historically, the most significant incentive program to our business has been the ITC for solar energy projects. The ITC allows a taxpayer to offset its federal income tax liability by a percentage of its eligible cost basis in a solar energy system put to commercial use. Prior to enactment of the IRA, the value of the tax credit varied depending on the year in which construction was deemed to begin under rules set forth in various guidance issued by the IRS. Under this regime, solar projects on which construction began by the end of 2022 qualified for a tax credit equal to 26% of the project’s eligible cost basis. The credit reduced to 22% for projects on which construction began in 2023. The credit further reduced to a permanent 10% level for projects on which construction began in 2024 or later. Solar projects on which construction began before 2024, but were not placed in service until 2026 or later, were also limited to the 10% credit. The IRA made significant changes to the incentives available to solar energy projects. As a result of changes made by the IRA, United States taxpayers generally will be entitled to a 30% ITC for projects placed in service after 2021, increased to 40% if certain “domestic content” requirements are satisfied, subject, in each case, to an 80% reduction if certain wage and apprenticeship requirements are not satisfied or deemed satisfied (either because the project has a net output of less than 1 megawatt or because construction begins before January 29, 2023, the date that is 60 days after the IRS released guidance relating to the prevailing wage and apprenticeship requirements). Generally speaking, to meet the domestic content requirements a qualified facility must show that the project incorporates domestically sourced iron, steel, and manufactured products. In addition, certain other incremental credits are potentially available for facilities located in “energy communities” or “low income communities” or that are part of “low-income benefit projects” or “low-income residential building projects”.

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United States taxpayers will generally also be allowed to elect to receive a production tax credit (“PTC”) in lieu of the ITC for qualified solar facilities the construction of which begins before January 1, 2025 that are placed in service after 2021. The PTC is available for electricity produced and sold to unrelated persons in the ten years following a project’s placement in service and is equal to an inflation-adjusted amount (currently 2.6 cents per kilowatt hour, assuming the prevailing wage requirements described above are satisfied or deemed satisfied, reduced by 80% if those requirements are not satisfied) for every kilowatt-hour of electricity produced by a facility. The available credit amount is increased by 10% if the domestic content requirements described above are satisfied. Certain additional incremental PTCs are also available similar to the incremental ITCs described above. In the case of projects placed in service after 2024, each of the ITC and PTC will be replaced by similar “technology neutral” tax credit incentives that mimic the ITC and PTC but also require that projects satisfy a “zero greenhouse gas emissions” standard (which solar does) in order to qualify for the credits. This new credit regime will continue to apply to projects that begin construction prior to the end of 2033 (and possibly later), at which point the credits will become subject to a phase-out schedule.

In addition, the IRA added Section 45X to the Code, which generally provides tax credits to manufacturers of eligible solar energy components produced and sold in the U.S. In addition to solar cells, panels, inverters, batteries and other solar energy components, such tax credits are available for U.S. manufacturing of certain tracker components – specifically, torque tubes and fasteners. The Section 45X tax credits are available through the end of calendar year 2032 for manufacturers of eligible components that are produced in the United States and sold to an unrelated party after 2022. The amount of the Section 45X credit varies depending on the eligible component. In the case of torque tubes and structural fasteners, the credit amount is equal to 87 cents per kilogram and $2.28 per kilogram, respectively, through the end of 2029. The credit amount will be reduced by 25% of these amounts in each of calendar years 2030, 2031 and 2032. We expect our eligible U.S. manufacturing suppliers to avail themselves of the Section 45X tax credits and we will seek to apportion some of these economic benefits into our cost of acquiring torque tubes and fasteners.

The federal government also currently permits accelerated depreciation by the owner, and in some cases “bonus” depreciation (e.g., 100% in the case of property placed in service during 2022; 80% in the case of property placed in service during 2023), for certain equipment it purchases, including solar energy systems.

State and local incentives

Many U.S. states have adopted procurement requirements for renewable energy production and/or a renewable portfolio standard that requires regulated utilities to procure a specified percentage of total electricity delivered to customers in the state from eligible renewable energy sources, including utility-scale solar power generation facilities, by a specified date.

Some states also offer incentives for distributed generation solar projects, such as a corporate investment or production tax credit for renewable energy facilities. Additionally, many states and local jurisdictions have established property tax incentives for renewable energy facilities that include exemptions, exclusions, abatements and credits.

International incentives

The international markets in which we operate or may operate in the future may have in place policies to promote renewable energy, including solar. These mechanisms vary from country to country. In seeking to achieve growth internationally, we may make investments that, to some extent, rely on governmental incentives in international jurisdictions.

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Manufacturing

We utilize a ‘capex-light’ manufacturing model, in which most components, including steel parts, are produced by outside qualified vendors through contract manufacturing arrangements. As of September 30, 2022, total global manufacturing capacity was approximately 850 MW per week, supporting up to approximately 40 GW of annual shipments. By outsourcing most of our product manufacturing, we achieved this global capacity with close to no capital investment. Our parent company Flex manufactures our self-powered controller and network control unit components.

As of September 30, 2022, we had more than 65 qualified suppliers located in 19 countries across five continents. This supply chain diversity reflects unique strategies for each of our key global customer markets, optimizing landed costs and lowering risk.

For the U.S. market, in 2019 following the introduction of tariffs by the U.S. government on imports of Chinese steel and certain solar equipment, we shifted our supply chain to U.S. and other non-China vendors where possible, supplementing capacity with neighboring countries and countries with favorable commercial relationships with the U.S. In some other countries, we developed locally sourced components in order to meet regulatory or customer requirements.

In 2021 and 2022, we further expanded our U.S. supply chain vendor relationships in response to ongoing global logistics and shipping challenges and in anticipation of possible U.S. federal legislation incentivizing domestic manufacturing. The Inflation Reduction Act of 2022 implemented such incentives by, among other things, providing manufacturing tax credits for producing and selling certain tracker components (torque tubes and fasteners) in the U.S., and providing an enhanced ITC for solar projects that meet domestic content requirements. See the section entitled “Business—Government Incentives—United States federal incentives.”

Our U.S. supply chain approach has been to secure raw material supply commitments with steel mills located in various regions of the U.S. The raw material is transferred directly to manufacturing suppliers, also known as fabricators, with whom we have established contract manufacturing agreements to produce finished tracker parts such as torque tubes. We currently have contracts with more than 10 US fabricators to provide us with a total annual capacity of 25GW. A majority of such fabricators are providing manufacturing services exclusively to Nextracker. We have prioritized geographic location as a key criterion for U.S. fabricator selection, resulting in a regionally distributed network of manufacturing facilities that are often co-located with or near steel mills. This minimizes material handling costs between production steps while reducing transportation costs and delivery times to regional customer project sites.

We believe that, as a result of our investment in developing local content solutions, we are well positioned to respond rapidly and efficiently to changing tariffs and other trade policies, and government incentives and requirements. Diversifying our manufacturing suppliers, and increasing the amount of steel and steel components we source from the U.S., has also mitigated factory-level and country-level sourcing risks due to supply chain disruptions beyond our control, such as historic increases in logistics and shipping costs in recent years and COVID-19 related shutdowns.

Monitoring and control of our global supply chain is accomplished through our internal enterprise resource planning (“ERP”) system. Additionally, we have invested in solutions to further enhance real-time tracking through business systems and business intelligence tools providing visibility into all supply chain key performance indicators and enabling immediate response in case of any deviations. Along with these systems, we also have a dedicated team focused on environmental, trade compliance and other external risks, supporting a pro-active approach to planning for potential risks and developing strategies to mitigate them. We utilize a rigorous internal demand forecasting process to ensure sound decisions around capacity development and supplier diversification over the appropriate time horizons. Our regular suppliers have entered into a “Global Business Agreement” with us, providing contractual parameters to right-size their inventory of finished and semi-finished goods and facilitating on-time deliveries to us.

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To reduce material movement and inventory, we prioritize drop-shipping all components manufactured by our vendors directly to customer sites. This allows us to minimize warehousing of finished goods inventories, which are used mainly for contingency purposes and warranty replacements. We lease approximately 11,000 square feet of warehouse space across three facilities in California and Tennessee.

Competition

Our solutions are specialized products that are specific to the solar industry. The expertise required to design trackers and customers’ reluctance to purchase products from new entrants with a limited history has resulted in a bifurcation of providers based on their track record with major customers. Our principal competitors are Arctech Solar, Array Technologies (including its recently acquired business STi Norland), FTC Solar, PV Hardware and Soltec. We also compete with smaller market participants in various geographies. From time to time, we compete indirectly with manufacturers of fixed-tilt systems in certain emerging markets.

We believe the principal factors that drive competition between vendors in the market include:

• established track record of product performance;

• system energy yield;

• software capabilities;

• product features;

• total cost of ownership and return on investment;

• reliability;

• customer support;

• product warranty terms;

• services;

• supply chain and logistics capabilities; and

• financial strength and stability.

Human capital

As of September 30, 2022, we had approximately 477 full-time employees and an additional 73 full-time Flex employees who currently provide services to us and will become Nextracker employees in connection with the Transactions. To the extent that the transfer of these Flex employees to us is not complete by the consummation of this offering, the services of these employees are provided to us by Flex under the Employee Matters Agreement until such time as the legal transfer can be completed. Our employees (giving effect to the transfer of employees to us from Flex) span eight offices globally, including 81 employees in research and development. We frequently hire sales, engineering, operational and corporate support staff in countries outside the U.S. in order to better and more efficiently support our regional customers’ solar projects and supply chain activities. As of September 30, 2022, and after giving effect to the Transactions and the transfer of the Flex employees to us, approximately 56% of our employees are based in the U.S., approximately 28% of our employees are based in India and the remainder of our employees are based in other international offices. To a lesser extent, we also use contract workers retained through third-party agencies.

Development and engagement

Ongoing engagement and professional growth for employees is critical to our success, and we help foster this growth through educational opportunities, dynamic work assignments and leadership development. We provide instructor-led classes, online learning and on-the-job training, covering topics including managerial and leadership development, diversity, equity and inclusion as well as other job related training and courses. In

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addition, we provide tuition reimbursement for job-related courses, pursuit of related degrees, seminars and other professional development opportunities. Our employees manage their career progression through annual performance appraisals. Managers are empowered to facilitate this growth through regular check-ins and feedback sessions with their direct reports.

We encourage our employees to engage with leadership and provide feedback on how we are doing and how we can better meet their needs. In addition to engagement activities such as town halls and all-hands meetings, we survey employees annually to evaluate the employee experience.

Diversity, equity and inclusion

We strive to instill a culture of embracing global perspectives, difference of thought and inclusiveness. Our strength comes from the dedication, talent, experience and perspective of every employee in our operation. In order to foster an inclusive working environment around the world, we provide our employees with communications, discussion opportunities, as well as training and resources to enhance their awareness of diversity, equity and inclusion issues.

Wellness, health and safety

Providing a safe environment for our employees to thrive is one of our core values. We promote a “zero-injury” culture through health and safety management systems that implement a data-driven and risk-based approach in monitoring and reporting performance regularly.

We build awareness and share specific information about safety with employees around the world through a number of pathways. Safety First posters in our global locations emphasize specific actions to minimize injuries and illnesses. Our management sets the tone for our safety culture and reminds everyone of their shared responsibility to keep everyone safe.

The key to preventing injuries and illnesses is minimizing the risk within operations, which requires effective risk assessment and incident reporting and analysis processes. We have developed a common process providing consistent identification, evaluation and control of existing and potential workplace hazards. Our standardized incident analysis process enables us to determine root causes of injuries, implement effective corrective actions and prevent recurrence, and provides improved data analytics and lessons learned. In 2021, we had three recordable injuries with zero lost time.

Fair wages and benefits

Our total rewards packages are informed by company results, employee performance, as well as grade-level, job function and location. Compensation ranges are evaluated periodically to ensure our salary offerings are competitive with our industry peers.

We respect the right of our employees to have freedom of association. This includes the right to form or join trade unions or other worker organizations. According to the labor law in the country, all of our employees in Spain and all employees working on behalf of Nextracker through Flex in Brazil, which together represent less than 11% of our workforce as of September 30, 2022, are covered by a local collective bargaining agreement.

Our relationship with Flex

Nextracker Inc., a Delaware corporation, was formed on December 19, 2022 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering and the Transactions, all of our business operations have been conducted through the LLC (formerly known as NEXTracker Inc.) and its affiliates, and the

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owner of the LLC has been Flextronics International USA, Inc., a wholly owned subsidiary of Flex. On February 1, 2022, Flex sold the LLC Preferred Units representing a 16.70% limited liability company interest of the LLC to TPG resulting in TPG holding all of the outstanding LLC Preferred Units and subsidiaries of Flex holding all of the outstanding LLC Common Units.

In connection with the closing of this offering, we will complete the Transactions as described in “Our organizational structure.” As a result of the Transactions, Nextracker Inc. will be (a) a holding company, with its principal asset consisting of limited liability company interests of the LLC and (b) the managing member of the LLC and will operate and control all of the business and affairs of the LLC and its subsidiaries.    The remaining economic interest in the LLC will be owned by Flex, through its indirect ownership of LLC Units, and TPG, through its direct ownership of LLC Units. See the section entitled “Our organizational structure.”

After this offering, Flex will beneficially own 65.96% of the total outstanding shares of our capital stock (or 63.56% if the underwriters exercise in full their option to purchase additional shares of Class A common stock). Accordingly, upon completion of this offering we will be a “controlled company” within the meaning of the rules of Nasdaq and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. See the sections entitled “Risk factors—Risks related to the Transactions and our relationship with Flex,” “Management—Controlled company exemption” and “Principal stockholders.”

Following the completion of the Transactions and this offering, we and Flex will operate separately, each as a public company. We have entered into a separation agreement with Flex, which is referred to in this prospectus as the “separation agreement.” In connection with the separation, we have or will also enter into various other agreements to effect the separation and provide a framework for our relationship with Flex after the separation, including a transition services agreement, an employee matters agreement, a merger agreement, a tax receivable agreement, a tax matters agreement and a registration rights agreement. These agreements provide for, among other things, the allocation between us and Flex of Flex’s employees, liabilities and obligations attributable to periods prior to, at and after our separation from Flex and will govern certain relationships between us and Flex after the separation. See the section entitled “Certain relationships and related party transactions—Agreements with Flex.”

Facilities

Our corporate headquarters are located in Fremont, California, USA and consist of approximately 44,000 square feet of leased office, laboratory and warehouse space which is used to accommodate office staff, research and development projects, machine shop work, tools repair, shipping and receiving. The adjacent Center for Solar Excellence, comprised of approximately 6 acres of leased land, is used for field testing, research and development, training and marketing purposes.

In addition, we lease an aggregate of approximately 34,000 square feet of office space and approximately 11,000 square feet of warehouse and tool storage space in the U.S. We also maintain office space in Australia, Chile, China, India, Mexico, Spain and the United Arab Emirates, some of which is provided to us by Flex under the transition services agreement.

We believe our facilities are in adequate condition and meet our current needs. We have the ability to add new facilities and expand our existing facilities as we continue to add employees and expand into new geographic markets.

Legal proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations and businesses that cover a wide range of matters, including, among others, intellectual property matters, contract and employment claims, personal injury claims, product liability claims and warranty claims. We establish an

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accrued liability for legal matters when those matters present loss contingencies that are both probable and estimable. Currently, there are no claims or proceedings against us that we believe will have a material adverse effect on our business, financial condition, results of operations or cash flows. However, the results of any current or future litigation cannot be predicted with certainty and, regardless of the outcome, we may incur significant costs and experience a diversion of management resources as a result of litigation.

Environmental laws and regulations

We are subject to a variety of environmental, health and safety (“EHS”) laws and regulations in the jurisdictions in which we operate and in which our products are distributed. We do not believe the costs of compliance with these laws and regulations will be material to the business or our operations. We use, handle, generate, store, discharge and dispose of hazardous materials, chemicals and wastes at some of our facilities in connection with our maintenance, research and product development, and testing activities. Any failure by us to control the use of, to remediate the presence of or to restrict adequately the discharge of such materials, chemicals or wastes, or to comply with EHS legal requirements applicable to product content, labeling, distribution or disposal, could subject us to potentially significant liabilities, clean-up costs, monetary damages and fines or suspensions in our business operations. In addition, some of our facilities could be located on properties with a history of use involving hazardous materials, chemicals and wastes and may be contaminated. Although we have not incurred, and do not currently anticipate, any material liabilities in connection with such contamination, we may be required to make expenditures for environmental remediation in the future.

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Management

Our executive officers and board of directors

The following table sets forth certain information as of February 1, 2023 concerning the individuals who will serve as our executive officers and directors upon the completion of this offering.

Name	Age	Position(s) held
Daniel Shugar	59	Chief Executive Officer and Director
Howard Wenger	63	President
Bruce Ledesma	55	President, Strategy, Software & Administration
David Bennett	53	Chief Financial Officer
Nicholas (Marco) Miller	54	Chief Operating Officer
Léah Schlesinger	59	General Counsel, Chief Ethics and Compliance Officer and Secretary
Christian Bauwens	55	Director
Charles Boynton	54	Director
Jonathan Coslet	58	Director
Michael Hartung	55	Director
Paul Lundstrom	47	Director
Steven Mandel	35	Director
Scott Offer	58	Director
Willy Shih	71	Director
Rebecca Sidelinger	57	Director
William Watkins	70	Director

The following are brief biographies describing the backgrounds of our executive officers and directors:

Executive officers

Daniel Shugar will serve as our Chief Executive Officer upon the completion of this offering. Mr. Shugar founded Nextracker and has served as its Chief Executive Officer since July 2013. Mr. Shugar began his career in the solar industry in 1988 and has held senior leadership positions in multiple solar companies. Prior to Nextracker, he served as Chief Executive Officer of Solaria Corporation, a solar panel manufacturing company, from January 2010 to June 2013. Mr. Shugar was the President of Systems, a division of SunPower Corporation, a global solar panel manufacturer and construction company, from January 2007 to March 2009. From 1996 to 2007, he served as President of PowerLight Corporation, a commercial and utility-scale solar system integrator. From 1986 to 1995, Mr. Shugar held various positions in the solar businesses of New World Power, Inc., Advance Photovoltaic Systems and the Pacific Gas & Electric Company. Mr. Shugar holds a Bachelor of Science degree in Electrical and Electronics Engineering from Rensselear Polytechnic Institute and a Master of Business Administration from Golden Gate University. Mr. Shugar was selected to serve on our board of directors based on his role as Chief Executive Officer and his extensive management experience in the solar energy industry.

Howard Wenger will serve as our President upon the completion of this offering. Mr. Wenger has served as President of Nextracker since February 2022. Mr. Wenger began his solar career in 1984 and has held multiple leadership and board positions. Mr. Wenger served as President of Solaria Corporation, a solar panel manufacturing company, from May 2020 to October 2021, and as Board Director from September 2019 to November 2022. From 2007 to 2017, he held various executive officer roles at SunPower Corporation, a global solar panel and technology manufacturer and solar system provider, including President, Global Business Units, and for eight years serving as President and Chief Executive Officer of SunPower Corporation Systems, a wholly-owned subsidiary. From 2003 to 2007, Mr. Wenger served as Executive Vice President and Board

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Director of PowerLight Corporation, a commercial and utility scale solar system integrator. From 1984 to 2003, Mr. Wenger held various solar management, engineering, and research positions at several companies, including AstroPower, Inc., Pacific Energy Group, PG&E, and Intersol Power Corporation. Mr. Wenger holds a Bachelor of Arts degree in Environmental Studies from the University of California, Santa Barbara, and a Master of Science degree in Civil Engineering from the University of Colorado, Boulder.

Bruce R. Ledesma will serve as our President, Strategy, Software and Administration upon the completion of this offering, a position he has held since March 2022. Mr. Ledesma previously served as President of Nextracker from May 2019 to February 2022. Mr. Ledesma previously served as Executive Vice President, Corporate Development of Solar Mosaic, Inc., a fintech company financing residential solar and home improvement projects, from May 2016 to May 2019, and as its Chief Operating Officer from July 2014 to May 2016. Mr. Ledesma was the co-founder of Roble Capital, LLC, a private investment fund, and served as its Chief Operating Officer from June 2013 to July 2014. He served as General Counsel and Corporate Secretary of SunPower Corporation, a global solar panel manufacturer and construction company, from January 2007 to March 2012. From 2005 to 2007, Mr. Ledesma served as General Counsel of PowerLight Corporation, a commercial and utility scale solar system integrator. From 1998 to 2004, Mr. Ledesma held various legal and executive positions with Barra, Inc., a software financial risk management company. From 1993 to 1998, Mr. Ledesma practiced as a corporate attorney for Latham & Watkins LLP. He holds a Bachelor of Arts degree in Economics from Stanford University and Juris Doctor degree from Harvard Law School.

David P. Bennett will serve as our Chief Financial Officer upon the completion of this offering. Mr. Bennett has served as Chief Financial Officer of Nextracker since June 2021. Prior to that, Mr. Bennett served as Principal Accounting Officer of Flex since July 2013 and has held positions of increasing responsibility since joining Flex in 2005, including Senior Vice President, Finance from 2014 to 2021, Vice President, Finance from 2009 to 2014 and Corporate Controller from 2011 to 2013. Prior to joining Flex, he was a Senior Manager at Deloitte and Touche LLP from 1992 to 2005. Mr. Bennett is a certified public accountant (inactive) in the State of Colorado and earned a Bachelor of Arts degree in Business and Administration with an emphasis in Accounting and Finance from the University of Colorado Boulder, Leeds School of Business.

Nicholas (Marco) Miller will serve as our Chief Operating Officer upon the completion of this offering. Mr. Miller is a co-founder of Nextracker and has served as its Chief Operating Officer since March 2021, its Senior Vice President, Global Operations from August 2017 to March 2021, and its Vice President of Operations from December 2013 to August 2017. From August 2011 to December 2013, he was the Senior Director of Customer Care at Solaria Corporation, a solar panel manufacturing company. He held senior management roles at SunPower Corporation, a global solar panel manufacturer and construction company, in Geneva, Switzerland from 2007 to 2011 where he managed all utility solar construction projects in the Europe, Middle East and Africa regions. Prior to that, Mr. Miller worked at PowerLight Corporation, a commercial and utility scale solar system integrator, from 2001 to 2006 where he held various project management roles in solar EPC construction. Mr. Miller holds a Bachelor of Arts degree in English from McGill University.

Léah Schlesinger will serve as our General Counsel, Chief Ethics and Compliance Officer and Secretary upon the completion of this offering. Ms. Schlesinger served as General Counsel of Nextracker since April 2019 and as Vice President, Corporate Legal of Flex from March 2015 to April 2022. Ms. Schlesinger has spent two decades advising global corporations and mid-size companies, with an emphasis on mergers and acquisitions, corporate governance and antitrust. Prior to joining Flex, Ms. Schlesinger was a Partner at Grant Law, a boutique law firm advising investors and entrepreneurs, from 2010 to 2012. From 2007 to 2009, Ms. Schlesinger was Counsel at Borden Ladner Gervais LLP in Toronto, in their Securities and Capital Markets group. From 1992 to 2001, Ms. Schlesinger practiced at Skadden, Arps, Slate, Meagher & Flom LLP, where she focused primarily on mergers and acquisitions. Prior to her legal career, Ms. Schlesinger was an Economist in the Macroeconomics group of Data Resources, Inc., an econometrics firm, from 1986 to 1989. Ms. Schlesinger holds a Bachelor of

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Arts degree in Economics from the University of Chicago and a Juris Doctor degree from the University of Chicago Law School.

Non-employee directors

Christian Bauwens will serve as a director upon the completion of this offering. Mr. Bauwens has served as Senior Vice President and Treasurer, Head of GBS Finance of Flex, our parent company, since May 2012. Prior to joining Flex, Mr. Bauwens served as the Executive Vice President and Chief Financial Officer of Estrella International Energy Services, a service company providing solutions and technology to the oil, gas, mining and energy sector in Latin America, from August 2010 to August 2012. Earlier in his career, Mr. Bauwens served in positions of increasing responsibility at various companies, including Treasury Manager for Asia Pacific, Director Capital Market Risk Management for Europe, Director of Overseas Finance and Capital Planning, Treasurer for GM do Brazil, the largest subsidiary of General Motors, a multinational automotive manufacturing company, in South America; Chief Financial Officer for General Motors Argentina including responsibilities for Chile, Uruguay, Peru, Paraguay and Bolivia; and Treasurer for Nissan Motor North America and Nissan Motor Acceptance Corp. Mr. Bauwens received his Bachelor in Economics, a Degree in Political Science & International Relations and a Master of Arts in Economics and Finance, each from the Universite Catholique de Louvain, Belgium.

Mr. Bauwens was selected to serve on our board based on his extensive background in finance and extensive experience in the financial industry.

Charles Boynton will serve as a director upon the completion of this offering. From March 2019 to October 2022, Mr. Boynton served as the Executive Vice President and Chief Financial Officer of Plantronics Inc. also known as Poly, Inc., a global business and consumer audio and video communications company (acquired by HP Inc. in October 2022). Mr. Boynton previously served as Executive Vice President and Chief Financial Officer of SunPower Corporation, a global vertically integrated solar company, from March 2012 to May 2018, continuing as an Executive Vice President until July 2018, and as Vice President of Corporate Finance and Corporate Development from June 2010 to March 2012. Mr. Boynton served as the Chief Executive Officer and Chairman of the Board of 8point3 Energy Partners, an owner / operator of solar energy generation projects, from March 2015 to June 2018 (acquired by Capital Dynamics in July 2018). Mr. Boynton served as the Chief Financial Officer of ServiceSource International, Inc., a global outsourced, customer success and growth solutions company, from April 2008 to May 2010. From March 2004 to April 2008, Mr. Boynton served as the Chief Financial Officer at Intelliden, a software company (acquired by IBM in January 2010). Prior to that, Mr. Boynton held key financial positions at Commerce One, Inc., Kraft Foods, Inc. and Grant Thornton, LLP. Mr. Boynton was a certified public accountant, State of Illinois, and a Member FEI, Silicon Valley Chapter. Mr. Boynton received his Bachelor of Science in Accounting from Indiana University’s Kelley School of Business and his Master of Business Administration from Northwestern University’s Kellogg School of Management.

Mr. Boynton was selected to serve on our board based on his extensive background in financial reporting and accounting and his experience in the solar energy industry.

Jonathan Coslet will serve as a director upon the completion of this offering. Mr. Coslet currently serves as the Vice Chairman of TPG Global LLC (“TPG Global”), a global alternative asset firm, and has been with TPG Global since 1993. He previously served as TPG Global’s Chief Investment Officer from 2008 to 2020. During his tenure with TPG Global, Mr. Coslet also served on the boards of directors of several public and private companies, including IQVIA Holdings Inc., a pharmaceutical consulting and contract research organization, from 2003 to 2020, Life Time Group Holdings, Inc., a health, fitness and recreational sports company since 2015, Cushman & Wakefield plc, a leading global real estate services firm, since 2018, and TPG, Inc. since 2021. Mr. Coslet also serves on the Board of Directors of Stanford Lucile Packard Children’s Hospital, where he is Chairman, and the Stanford Institute for Economic Policy Research Advisory Board. He has also served on the Board of Trustees of the Menlo School, the Stanford Medicine Board of Fellows, the Harvard Business School Board of Dean’s

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Advisors and the Federal Reserve Bank of San Francisco’s Economic Advisory Council. Mr. Coslet received his Bachelor of Science degree in Economics and Finance from the Wharton School of the University of Pennsylvania where he was Valedictorian, and his Master of Business Administration from Harvard Business School, where he was a Baker Scholar.

Mr. Coslet was selected to serve on our board based on his background in finance and extensive experience in advising and growing companies.

Michael Hartung will serve as a director upon completion of this offering. Mr. Hartung has served as President, Agility Solutions of Flex, our parent company, since April 2020. Prior to holding this position, Mr. Hartung served as Senior Vice President of Lifestyle at Flex since July 2013 and Vice President of Flex’s Capital Equipment market segment from October 2007 to July 2013. Before joining Flex in 2007, Mr. Hartung held positions of increasing responsibility at Solectron Corporation, an electronics manufacturing company for original equipment manufacturers, including his role as Vice President of the Computing & Storage business unit where he was directly responsible for sales, marketing, and account management functions. He holds a Bachelor of Arts in Economics from the University of California, Los Angeles.

Mr. Hartung was selected to serve on our board based on his extensive management experience and significant expertise in equipment manufacturing.

Paul Lundstrom will serve as a director upon completion of this offering. Mr. Lundstrom has served as Chief Financial Officer of Flex, our parent company, since September 2020. Previously, Mr. Lundstrom was Vice President and Chief Financial Officer of Aerojet Rocketdyne Holdings, Inc., a rocket, missile and energetics propulsion manufacturer, a position he had held since November 2016. Between 1997 and 2016, Mr. Lundstrom worked at United Technologies Corporation (now Raytheon Technologies Corporation), where he held several senior roles including Vice President of Investor Relations; Vice President and Chief Financial Officer, Building & Industrial Systems – North Asia; Vice President and Chief Financial Officer, Climate, Control & Security – Asia; and Vice President and Chief Financial Officer, Carrier Building Systems and Services. He holds a Bachelor of Science in Finance from Truman State University and a Master of Business Administration from Columbia University. He is a registered Certified Public Accountant in the State of Illinois.

Mr. Lundstrom was selected to serve on our board based on his extensive management experience and significant financial expertise, including in financial reporting, public accounting, capital markets, and investor relations.

Steven Mandel will serve as a director upon completion of this offering. Mr. Mandel is a Business Unit Partner with TPG Rise Climate, the dedicated climate investing strategy of TPG, where he has worked since 2019. He previously worked as a Director at Denham Capital from 2011 to May 2019, focusing on principal investments across the clean energy sector, and in the Power & Renewables investment banking division at Citigroup from 2009 to 2011. Mr. Mandel currently serves on the Board of Directors of Matrix Renewables, Intersect Power, Climavision, and the non-profit Chordoma Foundation. Mr. Mandel holds a Bachelor of Science in Business and Economics with Honors from Lehigh University, a Master of Science in Finance from London Business School and holds Chartered Financial Analyst designation.

Mr. Mandel was selected to serve on our board based on his extensive management experience and background in the power, renewables and clean energy sectors.

Scott Offer will serve as a director upon completion of this offering. Mr. Offer has served as Executive Vice President and General Counsel of Flex, our parent company, since September 2016. Previously, Mr. Offer served as Senior Vice President and General Counsel at Lenovo Group Limited from January 2016 until August 2016 and as Chief Counsel for the Lenovo Mobile Business Group from 2014 to 2016. Prior to that, he served as Senior Vice President and General Counsel, Motorola Mobility Inc., a Google company, from August 2012 to October

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2014 and Senior Vice President and General Counsel, Motorola Mobility, Inc. from July 2010 to July 2012. Prior to that, he worked for the law firm of Boodle Hatfield. He received his law degree from the London School of Economics and Political Science and is qualified as a lawyer in both the United Kingdom and the United States.

Mr. Offer was selected to serve on our board based on his extensive management experience and substantial background in advising global companies on a wide variety of legal and regulatory matters.

Willy Shih will serve as a director upon completion of this offering. Mr. Shih has served as the Robert and Jane Cizik Professor of Management Practice in Business Administration at Harvard Business School since 2007, where he teaches in MBA and Executive Education Programs. Prior to that, Mr. Shih spent 28 years in various senior management and consultancy positions with IBM, Digital Equipment, Silicon Graphics, Eastman Kodak Company and Thomson SA working in product development and manufacturing. Mr. Shih previously served on the Board of Directors of Flex, our parent company, from 2008 to 2022. He presently serves as a member of the Advisory Committee on Supply Chain Competitiveness to the U.S. Secretary of Commerce, and on the Industrial Advisory Committee for the U.S. Secretary of Commerce. Mr. Shih holds Bachelor of Science degrees in Chemistry and Life Sciences from the Massachusetts Institute of Technology, and a Doctor of Philosophy degree from the University of California at Berkeley. He is a Life Member of the Institute of Electrical and Electronics Engineers.

Mr. Shih was selected to serve on our board based on his extensive experience in product development and manufacturing.

Rebecca Sidelinger will serve as a director upon the completion of this offering. Ms. Sidelinger has served as President, Reliability Solutions of Flex, our parent company, since February 2022. Previously, Ms. Sidelinger served in various roles at Honeywell Aerospace (“Honeywell”), a division of Honeywell International Inc., a diversified manufacturing and technology company, including as President, Mechanical Systems & Components Strategic Business Unit from October 2019 until 2022; Vice President/General Manager, Safety Systems from 2017 to 2019; and other senior roles since joining Honeywell in 2011. Prior to her time at Honeywell, Ms. Sidelinger spent 25 years in leadership positions with GE Transportation Systems and GE Motors. During her time with GE Motors, she ran locomotive modernization, passenger locomotive, marine propulsion and drill motor businesses. Ms. Sidelinger holds a Bachelor of Science Degree in Electrical Engineering from Gannon University and a Master of Business Administration from Penn State University.

Ms. Sidelinger was selected to serve on our board based on her extensive experience in the manufacturing and technology sector.

William Watkins will serve as a director upon the completion of this offering. Mr. Watkins most recently served as Chairman of the Board of Imergy Power Systems, Inc. (“Imergy”), a leading innovator in cost-effective energy storage products, from January 2015 to August 2016 and as Chief Executive Officer from September 2013 to August 2016. Prior to his time at Imergy, Mr. Watkins was the Chairman of the Board of Bridgelux, Inc. from February 2013 to December 2013 and Chief Executive Officer from January 2010 to February 2013. Mr. Watkins also served as the Chief Executive Officer of Seagate Technology Holdings PLC from 2004 to January 2009, as President and Chief Operating Officer from 2000 to 2004 and held various other positions from 1996 to 2000. During his time with Seagate, Mr. Watkins was responsible for Seagate’s hard disc drive operations, including recording heads, media and other components, and related R&D and product development organizations. Mr. Watkins currently serves on the Boards of Directors of Flex, our parent company, since 2009, and Avaya Holdings Corp. since 2017, on which he is also Chair of the Board of Directors. He previously served on the Board of Directors of Maxim Integrated Products, Inc., from 2008 to 2021. Mr. Watkins holds a Bachelor of Science degree in Political Science from the University of Texas.

Mr. Watkins was selected to serve on our board based on his extensive management experience across a number of industries on a global scale, including the energy storage industry, as well as his current and past board experience as a director of various public companies.

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Board of directors

Our board of directors consists of 11 individuals including one serving as chairperson. Our board of directors has determined each of Charles Boynton, Jonathan Coslet, Steven Mandel and Willy Shih is “independent” under the standards of Nasdaq, except that Messrs. Coslet and Mandel are not considered independent for purposes of audit committee independence under Rule 10A-3 of the Exchange Act.

Our amended and restated certificate of incorporation, which will be effective upon the completion of this offering, will provide that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. For further information, see the section entitled “Description of capital stock—Anti-takeover effects of various provisions of Delaware law and our certificate of incorporation and bylaws.” Our board of directors will be divided among the three classes as follows:

• Our class I directors will be Paul Lundstrom, Scott Offer, Dan Shugar and William Watkins and their term will expire at the first annual meeting of stockholders following this offering.

• Our class II directors will be Michael Hartung, Steven Mandel, Willy Shih and Rebecca Sidelinger and their term will expire at the second annual meeting of stockholders following this offering.

• Our class III directors will be Christian Bauwens, Charles Boynton and Jonathan Coslet and their term will expire at the third annual meeting of stockholders following this offering.

We entered into the separation agreement with Flex, which gives our controlling stockholder the right to nominate a majority of our directors and a majority of the members of our board committees after the consummation of this offering as long as our controlling stockholder beneficially owns 50% or more of the total voting power of our outstanding common stock and will specify how our controlling stockholder’s nomination rights shall decrease as our controlling stockholder’s beneficial ownership of our common stock also decreases. See the section entitled “Certain relationships and related party transactions—Separation agreement—Board and committee representation.”

Committees of our board of directors

Our board of directors will establish, effective upon the completion of this offering, audit, compensation, and nominating and corporate governance committees. The composition, duties and responsibilities of these committees are set forth below. Our board of directors may from time to time establish certain other committees to facilitate the management of the Company.

Audit committee

Our board of directors will establish, effective upon the completion of this offering, an audit committee which is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm its independence from us; (3) reviewing with our independent registered public accounting firm the matters required to be reviewed by applicable auditing requirements; (4) approving all audit and permissible non-audit and tax services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our internal controls, disclosure controls and procedures and compliance with legal and regulatory requirements; and (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, auditing and federal securities law matters.

Our audit committee will consist of Charles Boynton, Paul Lundstrom, Steve Mandel and Christian Bauwens, with Charles Boynton serving as chairperson. Rule 10A-3 of the Exchange Act and Nasdaq rules require us to

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have one independent audit committee member upon the listing of our Class A common stock on Nasdaq, a majority of independent audit committee members within 90 days of the date of listing and all independent audit committee members within one year of the date of listing. We intend to comply with the independence requirements within the time periods specified. Our board of directors has determined that each of Charles Boynton, Paul Lundstrom, Steve Mandel and Christian Bauwens is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable rules and regulations. Our board of directors will adopt, effective upon the completion of this offering, a written charter for the audit committee, which will be available on our website upon the completion of this offering.

Compensation and people committee

Our board of directors will establish, effective upon the completion of this offering, a compensation and people committee which is responsible for, among other matters: (1) reviewing officer and executive compensation goals, policies, plans and programs; (2) reviewing and approving or recommending to our board of directors or the independent directors, as applicable, the compensation of our directors, Chief Executive Officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our officers and other key executives; (4) appointing and overseeing any compensation consultants; and (5) reviewing the Company’s succession plans for the Chief Executive Officer and other officers of the Company.

Our compensation and people committee will consist of Willy Shih, Scott Offer, Rebecca Sidelinger, Michael Hartung and Jonathan Coslet, with Willy Shih serving as chairperson. The composition of our compensation and people committee will meet the requirements for independence under current rules and regulations of the SEC and Nasdaq, including Nasdaq’s controlled company exemption, discussed below. Each member of the compensation and people committee will also be a non-employee director, as defined pursuant to Rule 16b-3 under the Exchange Act. Our board of directors has adopted, effective upon the completion of this offering, a written charter for the compensation and people committee, which will be available on our website upon the completion of this offering.

Nominating, governance and public responsibility committee

Our board of directors will establish, effective upon the completion of this offering, a nominating and corporate governance committee that is responsible for, among other matters: (1) identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) assessing the composition and performance of our board of directors and the committees of our board of directors and each individual director; and (3) developing and recommending to our board of directors a set of corporate governance guidelines and principles.

Our nominating, governance and public responsibility committee will consist of William Watkins, Charles Boynton, Willy Shih, Scott Offer and Rebecca Sidelinger , with William Watkins serving as chairperson. The composition of our nominating, governance and public responsibility committee will meet the requirements for independence under current rules and regulations of the SEC and Nasdaq, including Nasdaq’s controlled company exemption, discussed below. Our board of directors will adopt, effective upon the completion of this offering, a written charter for the nominatin, governance and public responsibility committee, which will be available on our website upon the completion of this offering.

Controlled company exemption

Upon completion of this offering, Flex will continue to control a majority of the outstanding shares of our common stock. As a result, we will be a “controlled company” under Nasdaq corporate governance standards. As a controlled company, we may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our board of directors consist of independent directors;

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• the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities or if no such committee exists, that our director nominees be selected or recommended by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate;

• the requirement that our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of our nominating and corporate governance and compensation committees.

After this offering, we expect to take advantage of certain of these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance rules and requirements. These exemptions do not modify the independence requirements for our audit committee, and we intend to comply with the requirements of Rule 10A-3 of the Exchange Act, and the rules of Nasdaq within the applicable time frame.

Director compensation for fiscal year 2022

We did not have any non-employee directors who received compensation for their service on our board of directors and committees of our board of directors during fiscal year 2022.

New director compensation program

After the completion of this offering, our directors who are neither our employees nor employees of Flex, and who are not employees or partners of TPG, will be eligible to receive compensation for their service on our board of directors consisting of annual cash retainers. The non-employee directors who are employees of us or Flex, or employees or partners of TPG (together, the “Ineligible Directors”), will not receive compensation for their service as directors. We expect that, following this offering, our directors who are not Ineligible Directors (“Compensated Directors”), will receive the following annual retainers for their service on our board of directors. The retainers will be paid in four equal quarterly installments and prorated for any partial year of service on our board of directors:

Position	Retainer ($)
Chairperson	$	50,000
Board Member	$	65,000
Audit Committee:
Chairperson	$	25,000
Committee Member	$	12,500
Compensation and People Committee:
Chairperson	$	25,000
Committee Member	$	12,500
Nominating, Governance and Public Responsibility Committee:
Chairperson	$	10,000
Committee Member	$	5,000

We expect that our Compensated Directors will receive (at the discretion of our board of directors) an annual grant of restricted stock units with an aggregate grant date value of $150,000 (with an additional grant of restricted stock units having an aggregate grant date value of $50,000 made to the chairperson of our board of directors), subject to the terms of the LTIP and the award agreement pursuant to which such award is granted. These restricted stock units will be granted on the business day immediately following each annual meeting of our stockholders. These restricted stock units are expected to vest on the one-year anniversary of the date of grant (or, if earlier, on the business day immediately preceding the next annual meeting of our stockholders), subject to continued service.

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The grants described above will be prorated for Compensated Directors with respect to their service that commences prior to the expected date of an annual meeting of our stockholders.

Our directors will be reimbursed for reasonable out of pocket costs and expenses incurred in attending all meetings of our board of directors or any committee thereof, as well as for any fees incurred in attending continuing education courses up to $10,000 per director in any fiscal year. Our directors are entitled to the protection provided by the indemnification provisions in our amended and restated certificate of incorporation that will become effective upon the completion of this offering. We also intend to enter into customary indemnification agreements with each of our directors. Our board of directors may revise the compensation arrangements for our directors from time to time.

In connection with their services during fiscal year 2023 and/or during the period following completion of this offering and ending immediately prior to our first annual meeting of stockholders, as applicable, each of Charles Boynton, Willy Shih and William Watkins have received awards of restricted stock units. The number of such restricted stock units granted for each of Messrs. Boynton, Shih and Watkins total 3,571, 6,859 and 4,761, respectively. The 3,571 restricted stock units granted to Mr. Boynton, 3,571 of the 6,859 restricted stock units granted to Mr. Shih, and the 4,761 restricted stock units granted to Mr. Watkins each vest on the business day immediately preceding the next annual meeting of our stockholders, subject to continued service. Of the 6,859 restricted stock units granted to Mr. Shih, 3,288 restricted stock units vest on April 1, 2023, subject to continued service.

Code of business conduct and ethics

We will adopt, effective upon the completion of this offering, a written code of business conduct and ethics that will apply to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the code will be available on our website.

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Compensation discussion and analysis

This Compensation Discussion and Analysis (“CD&A”) is organized into the following key sections:

• Flex’s Philosophy on Compensation (since until the completion of this offering, we have operated as part of Flex);

• Compensation-Setting Process and Fiscal Year 2022 Executive Compensation; and

• Compensation Program Relating to this offering.

Introduction

This CD&A provides detailed compensation information regarding the following individuals who we expect will serve as our named executive officers upon completion of this offering (“NEOs”):

Name	Position
Daniel Shugar	Chief Executive Officer
David Bennett(1)	Chief Financial Officer
Howard Wenger(2)	President
Bruce Ledesma	President - Strategy, Software & Administration
Nicholas (Marco) Miller	Chief Operating Officer
Léah Schlesinger	General Counsel, Chief Ethics and Compliance Officer and Secretary

(1) Mr. Bennett transitioned to Nextracker as Chief Financial Officer on February 28, 2022. He previously served as Chief Accounting Officer of Flex.

(2) Mr. Wenger was hired at Nextracker effective February 7, 2022.

Until the completion of this offering, we have operated as part of Flex. As a result, the fiscal year 2022 (sometimes referred to herein as “FY’22”) compensation for our NEOs has been determined by Flex, as described below. In early fiscal year 2023 (sometimes referred to herein as “FY’23”), and as further discussed below, our then-existing board of directors and compensation committee, comprised of Willy C. Shih (chairman), Scott Offer and Jonathan Coslet, began implementing certain compensation elements (e.g., our long-term equity incentive program, in addition to our historic short-term incentive plan (collectively, “Limited Programs”), which are separate and apart from the Flex compensation program. Ultimately, post-offering our board of directors and compensation committee will establish and oversee all of our compensation programs following the completion of this offering. Thus, the compensation programs that we adopt, and our compensation philosophy, in each case following the completion of this offering, may differ materially from the current programs summarized in this discussion.

This CD&A primarily addresses the material elements of Flex’s fiscal year 2022 compensation programs and policies, including Flex’s overall compensation philosophy, program objectives, and how Flex’s management arrived at specific compensation policies and decisions involving our NEOs, as well as certain elements of the compensation program we currently expect to be in effect following completion of this offering. During FY’22, none of our NEOs other than Mr. Bennett served as officers of Flex, such that the FY’22 compensation for such NEOs has been determined by Flex’s management with the intent of being consistent with Flex’s compensation philosophy as it relates to Nextracker, but has not been specifically determined or reviewed by the Compensation and People Committee (the “Flex C&P Committee”) the board of directors of Flex (the “Flex Board”). However, the Flex C&P Committee was responsible for overseeing the executive compensation program as it related to Mr. Bennett through February 28, 2022 (i.e., the time Mr. Bennett ceased being the Chief Accounting Officer of Flex and transitioned to his role at Nextracker). We have entered into various agreements to provide a framework for our relationship with Flex after the Transactions, including an employee

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matters agreement. This agreement governs our and Flex’s compensation and employee benefit obligations with respect to the employees and other service providers of each company. For a summary of the employee matters agreement and such allocation of benefit obligations, see the section entitled “Certain relationships and related party transactions—Agreements with Flex—Employee Matters Agreement.”

Flex’s philosophy on compensation

Overview

Flex’s compensation philosophy as it relates to Nextracker’s fiscal year 2022 compensation programs and policies focuses on incentivizing achievement of a balanced set of performance objectives with respect to the Company and Flex through the implementation of the following objectives:

Pay should be meaningfully aligned to performance.    Nextracker’s compensation program is designed to tie actual pay for executives to performance against rigorous short-term and long-term performance objectives of Flex and Nextracker. This pay-for-performance compensation philosophy aims to create stockholder value, where above-target performance should be rewarded when achieved, and below-target performance should lead to reduced compensation, including zero payouts when performance thresholds are not met.

The key vehicles that are used to ensure that compensation realized by executives is aligned with results generated for Flex’s shareholders are the short-term incentive and the long-term incentive programs. Flex also believes that a significant portion of performance-based compensation should be deliverable in the form of equity awards. Prior to fiscal year 2022, these equity awards were provided through Flex’s restricted share unit award (“RSU”) program, which applies to most executives, and its performance share unit award (“PSU”) program, which applies to a limited group of executives. During fiscal year 2022, Nextracker executives received Flex equity awards exclusively in the form of RSUs. As a result of the implementation of Nextracker’s long-term equity incentive program, our NEOs no longer receive any additional long-term equity awards under Flex’s long-term incentive compensation program.

Attract, retain and motivate superior talent.    Nextracker’s compensation program is intended to be competitive in order to attract, retain and motivate a high-caliber and responsible leadership team. A key objective of the compensation program is to provide competitive pay opportunities based on the achievement of performance objectives, while balancing the need to avoid excessive or inappropriate risk-taking, and maintaining an appropriate cost structure.

Peer group analysis.    Peer group data is used as a guide for compensation decisions, but this data does not form the sole basis for its compensation program.

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Flex actively manages its compensation philosophy as described below.

Element	Overview
Base salaries and target cash compensation	•   Pay is regularly benchmarked against a set of industry peers. •   Base salaries and target cash compensation are competitively positioned for executives to manage fixed costs.
Substantial emphasis on at-risk compensation	•   Programs are designed to link actual pay to the achievement of pre-determined performance goals that create shareholder value. •   100% of at-risk compensation is based on achievement of incentive outcomes against pre-determined performance metrics. •   Short-term incentive bonus payouts may be adjusted on a discretionary basis in order to appropriately align such payouts with the overall performance of Flex or a business unit thereof, including Nextracker.
Focus on long-term performance	•   While measurement of short-term results maintains day-to-day focus, the above compensation philosophy also is built on the premise that shareholder value is built over the long term. •   For fiscal year 2022, 37% of the target total direct compensation for our NEOs (on average and excluding Mr. Wenger given that his compensation was prorated to reflect his February 2022 hire date) was in the form of long-term incentives.

Flex C&P Committee and Flex management involvement

The Flex C&P Committee regularly reviews its compensation programs, peer company data and best practices in the executive compensation area. The Flex Board and the Flex C&P Committee have adopted corporate governance and compensation practices and policies that are believed to help advance its compensation philosophy. With the support of FW Cook, as its independent compensation consultant, the Flex C&P Committee regularly assesses and modifies its compensation programs to ensure they are appropriately aligned with Flex’s business strategy and are achieving their objectives. While the responsibilities of the Flex C&P Committee primarily relate to the compensation of Flex’s CEO and Flex’s other named executive officers, the Flex C&P Committee also oversees, at a high level, the decisions and recommendations of Flex’s CEO and management concerning the compensation of other Flex and business unit executives. In April 2022 (i.e., early fiscal year 2023), Nextracker’s then-newly established board of directors and compensation committee began to establish and manage our compensation programs, including those with respect to our NEOs.

Competitive positioning

On an annual basis, relying upon data provided by its independent compensation consultant, the Flex C&P Committee undertakes a review of the compensation peers in order to provide insight into market competitive pay programs, levels and practices. In addition, the Flex C&P Committee also reviews standardized surveys of large technology and manufacturing firms to evaluate the competitiveness of Flex’s compensation programs in the context of general compensation practices. Additional competitive benchmarking was conducted specifically for Nextracker’s business that is described in detail under the section entitled “Compensation program relating to this offering—Nextracker compensation benchmarks and peer group.”

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Compensation-setting process and fiscal year 2022 executive compensation

Overview

As further described below, for fiscal year 2022, Flex’s executive compensation program, including with respect to Nextracker’s NEOs, was primarily comprised of base salary, short-term incentive compensation under the incentive bonus plan (as described below), long-term incentive compensation under the Flex Equity Plans (as defined below) and deferred compensation under Flex’s 2010 Deferred Plan (as defined below).

Base salary

The following table sets forth the base salaries of our NEOs with respect to fiscal year 2022.

Name and title	Year-end Annualized Base salary for fiscal year 2022 ($)(1)
Daniel Shugar
Chief Executive Officer		415,000
David Bennett(2)
Chief Financial Officer		432,000
Howard Wenger(3)
President		385,000
Bruce Ledesma
President – Strategy, Software & Administration		385,000
Nicholas (Marco) Miller
Chief Operating Officer		309,575
Léah Schlesinger
General Counsel, Chief Ethics and Compliance Officer and Secretary		282,818

(1) Actual base salaries received by our NEOs during fiscal year 2022 are reflected in the Summary Compensation Table below.

(2) Mr. Bennett ceased being the Chief Accounting Officer of Flex and transitioned to Nextracker as Chief Financial Officer on February 28, 2022. The value above reflects his base salary for the entire fiscal year 2022.

(3) Mr. Wenger was hired at Nextracker effective February 7, 2022.

Base salary levels are intended to reflect competitive market data, individual performance, and promotions or changes in responsibilities.

Short-term incentive bonuses

For fiscal year 2022, short-term incentive bonuses for our NEOs were earned based on achievement of financial and operating performance objectives, as well as individual performance objectives, when applicable. These incentive bonuses were provided pursuant to the Nextracker short-term incentive bonus plan for all NEOs other than Mr. Bennett. Mr. Bennett’s incentive bonus was provided pursuant to Flex’s short-term incentive bonus plan.

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Target incentive awards for fiscal year 2022

Fiscal year 2022 bonus targets for our NEOs as a percentage of base salary are shown below.

Name and Title	Fiscal year 2022 target bonus (% of salary)		Fiscal year 2022 target ($)
Daniel Shugar
Chief Executive Officer		50%		207,500
David Bennett(1)
Chief Financial Officer		70%		302,400
Howard Wenger(2)
President		50%		29,167
Bruce Ledesma
President - Strategy, Software & Administration		50%		192,500
Nicholas (Marco) Miller
Chief Operating Officer		45%		139,309
Léah Schlesinger
General Counsel, Chief Ethics and Compliance Officer and Secretary		35%		98,986

(1) Mr. Bennett participated in the Flex incentive bonus plan in FY’22, which is described below.

(2) Mr. Wenger’s bonus target was prorated based on actual earnings and on his February 7, 2022 hire date.

Nextracker short-term incentive bonus plan

The performance objectives with respect to the Nextracker short-term incentive bonus plan were as follows:

Performance Metrics – Nextracker Business Unit Level Metrics for our NEOs (Weighted by Percentage):

• Nextracker Business Unit Revenue (20%);

• Nextracker Business Unit Operating Profit (30%);

• Nextracker Business Unit Free Cash Flow (25%);

• Flex Corporate Level Performance (25%); and

• Executive Team Milestones (adjusts bonus payout by 0% - 110%).

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The following table summarizes the key features of our fiscal year 2022 short-term incentive bonus plan.

Feature	Component	Objectives
Performance targets	•   Based on key financial metrics for Nextracker, individual executive metrics, and, to a lesser extent, financial metrics of Flex, in each case on a quarterly basis during the fiscal year	•   Aligns executive incentives with performance •   Rewards achievement of short-term objectives
Performance measures	•   Financial metrics relating to revenue, operating profit and free cash flow with respect to Nextracker, with similar metrics applying, to a lesser extent, with respect to Flex •   Weightings for these financial metrics were fixed, and measured, as applicable, at the Flex level or at the business unit level as applicable •  Executive team milestones relating to company strategic goals such as product improvements, market share growth, customer satisfaction, software sales, quality-related systems and processes, safety, employee-related initiatives, and new business programs	•   Emphasizes pay-for-performance by linking individual compensation to performance on metrics that help drive shareholder value •   Promotes accountability by tying payout to achievement of minimum performance threshold
Bonus payments	•   Based on achievement of financial performance metrics, subject to adjustment based on individual performance •   Target bonus opportunities set at percentage of base salary, based on the executive’s level of responsibility •   Bonuses that could be earned ranged from 0% of target to a maximum of 200% of target; payout of bonuses made on a quarterly or annual basis depending on the executive •   No payout awarded for any measure where threshold performance was not achieved •   Bonus payouts were subject to discretionary adjustments, including, in the context of the overall performance of Nextracker, Flex and the individual	•   Reflects the emphasis on pay-for-performance by linking individual compensation to performance •   Encourages accountability by conditioning bonus payments on the achievement of at least the minimum performance threshold

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Incentive payouts for NEOs under the Nextracker short-term incentive bonus plan

Performance targets for fiscal year 2022 were determined based on approved financial plans—both at the Flex and Nextracker business unit levels. With respect to our NEOs (other than with respect to Mr. Bennett who participated in the Flex incentive bonus plan as described below), performance targets were based on Nextracker financial measures, team-based objectives, and Flex financial measures. Payouts are subject to adjustment for individual performance considerations. While Flex normally treats business unit performance as confidential, certain FY’22 short-term incentive performance outcomes for Nextracker are described in this CD&A as follows:

	Fiscal Year 2022 short-term incentive bonus plan (Nextracker)
(in millions, except percentages)				Payout (% of target)(1)								Actual performance ($)			Actual payout (% of target)		Actual weighted payout (% of target)
	Weight			30%		50%		100%		200%
Revenue		20%
-First Quarter				$	302	$	311	$	335	$	369	$	342			119%		24%
-Second Quarter				$	313	$	323	$	348	$	382	$	334			73%		15%
-Third Quarter				$	297	$	306	$	330	$	363	$	343			140%		28%
-Fourth Quarter				$	321	$	331	$	357	$	392	$	437			200%		40%
Adjusted Operating Profit		30%
-First Quarter				$	30	$	32	$	37	$	45	$	24			0%		0%
-Second Quarter				$	34	$	37	$	43	$	51	$	22			0%		0%
-Third Quarter				$	36	$	39	$	45	$	54	$	16			0%		0%
-Fourth Quarter				$	39	$	42	$	49	$	59	$	23			0%		0%
Adjusted Free Cash Flow		25%
-First Quarter					—	$	13	$	21	$	30	$	(15	)		0%		0%
-Second Quarter					—	$	15	$	25	$	36	$	22			84%		21%
-Third Quarter					—	$	12	$	20	$	28	$	(32	)		0%		0%
-Fourth Quarter					—	$	17	$	29	$	40	$	(45	)		0%		0%
Flex Corporate Performance(2)		25%
-First Quarter					—		—		—		—		—			129%		32%
-Second Quarter					—		—		—		—		—			41%		10%
-Third Quarter					—		—		—		—		—			177%		44%
-Fourth Quarter					—		—		—		—		—			146%		36%
Executive Team Milestone Performance		N/A	(3)
-First Quarter																		83%
-Second Quarter																		91%
-Third Quarter																		81%
-Fourth Quarter																		88%

(1) The above payout descriptions (as a percentage of target) assume individual performance metrics were satisfied, where applicable.

(2) Flex’s corporate performance goals for purposes of the Nextracker short-term incentive bonus plan were based on the same performance goals that apply with respect to the Flex incentive bonus plan as further discussed below.

(3) NEO individual performance was measured based on a variety of quantitative and qualitative measures designed to measure progress, and drive achievement of various confidential operational and strategic objectives. This individual measure was scored on a scale of 0-110% and the resulting percentage was then multiplied against the aggregate eligible bonus pool derived from achievement of the applicable Revenue, Operating Profit, Adjusted Free Cash Flow and Flex Corporate Performance metrics. The individual performance metrics were the same for each NEO in fiscal year 2021 and fiscal year 2022.

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For each metric, no payout would be made if the threshold performance level was not achieved. Maximum payout levels were tied to “stretch” levels of performance. As noted above, payouts are increased or decreased upon achievement or non-achievement, respectively, of certain preestablished confidential business objectives during FY’22. Taking into account these increases and decreases, the combined actual weighted payout (as a percentage of target performance) was as follows for each calendar quarter in FY’22: (i) First Quarter – 46.4%, (ii) Second Quarter – 41.6%, (iii) Third Quarter – 58.6%, and (iv) Fourth Quarter – 67.2%.

Discretionary individual performance adjustments

In addition to the above described bonus plan, additional discretionary individual performance adjustments with respect to FY’22 were applied to two of our NEOs during each of the first and fourth quarters, in each case, in order to recognize the following significant contributions in addition to their day-to-day responsibilities:

Name	Significant contributions in addition to regular responsibilities	FY’22 Aggregate discretionary amount
Nicholas Miller	Acting as Interim COO during the early part of the year, prior to promotion into that role on a permanent basis Temporary, but significant increase in new contract volume during the early part of the year	$	3,540
Léah Schlesinger	Temporary, but significant increase in new contract volume during the early part of the year Activities to support Nextracker’s preparation for an IPO during the latter part of the year	$	1,746

Flex incentive bonus plan

Because Mr. Bennett served in a Flex officer capacity (Chief Accounting Officer) for the majority of FY’22 (i.e., until February 2022), Mr. Bennett participated in the Flex incentive bonus plan for such fiscal year. As a result, Mr. Bennett was not a participant in Nextracker’s short-term incentive bonus plan for FY’22.

In designing the incentive bonus plan, Flex’s CEO and management team developed and recommended performance metrics and targets, which were reviewed and were subject to final approval by the Flex C&P Committee. Fiscal year 2022 corporate level performance metrics were as follows:

Metrics	Fiscal year 2022 weighting
Adjusted Operating Profit (OP)		40%
Adjusted Free Cash Flow (FCF)		35%
Revenue Growth		25%

An Industry Turnover (ITO) metric was added in fiscal year 2021 in order to incentivize participants to focus on improving the efficiency of Flex’s capital spend (not tying it up in inventory) and minimizing inventory obsolescence risk. The ITO modifier was removed in FY’22, because a different metric was implemented to focus on this aspect of performance at lower levels in the Flex organization, where it is driven more directly by participants.

Adjusted OP acts as both a metric within the plan, and the overall funding metric of Flex’s global bonus program, as illustrated below. Adjusted OP achievement generates an enterprise-wide funding pool based on

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the same adjusted OP targets as used for the Flex incentive bonus plan. To the extent corporate OP funding is either above or below the enterprise-wide payout, a corresponding adjustment is made to align the two. The funding generated by our OP achievement acts to ensure affordability and alignment to shareholder returns.

The following table summarizes the key features of Flex’s fiscal year 2022 incentive bonus plan.

Feature	Component
Performance targets	•   Based on key short-term Flex and business unit financial metrics
Performance measures	•   Revenue growth and adjusted OP at the Flex and business unit level, and adjusted FCF at the company level •   Weightings for these metrics were fixed, and measured at the corporate level for all executives and at the business unit level for business unit executives
Bonus payments	•   Based entirely on achievement of financial performance objectives, with no individual performance component •   Target bonus opportunities set at percentage of base salary, based on executive’s level of responsibility •   Annual bonuses ranged from 0% of target to a maximum of 200% of target •   No payout awarded for any measure where threshold performance was not achieved •   The Flex Board or the Flex C&P Committee, as applicable, had the authority to adjust bonus payouts if appropriate in the context of Flex’s overall performance

Flex used adjusted non-GAAP performance measures (adjusted OP and adjusted FCF) for purposes of Flex’s incentive bonus plan in fiscal year 2022 (such adjusted non-GAAP performance measures also applied with respect to the Nextracker short-term incentive bonus plan for fiscal year 2022). Using adjusted measures eliminates the distorting effect of certain unusual income or expense items. The adjusted performance measures were consistent with those used in Flex’s quarterly earnings releases. For fiscal year 2022, non-GAAP adjustments consisted of excluding after-tax stock-based compensation expense; amortization of intangible, customer-related assets impairments; restructuring charges; the impact of adopting a new revenue standard; legal and other; interest and other, net; and other charges (income), net. All adjustments were subject to approval by the Flex C&P Committee to ensure that payout levels were consistent with performance. The adjustments were intended to align award payout opportunities with the underlying growth of Flex’s business and avoid misalignment in outcomes based on unusual items.

For purposes of calculating performance under our bonus plan in fiscal year 2022, we also would have excluded from the calculation of performance, extraordinary items or events that would have had an unanticipated impact, corporate transactions (including acquisitions or dispositions), and other unusual or nonrecurring items.

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Incentive payouts for Mr. Bennett under the Flex incentive bonus plan

The table below sets forth the payout opportunities that were available to Mr. Bennett. The related performance targets, which were determined on financial plans approved by the Flex Board, were considered rigorous and were validated within the context of analyst expectations.

The 81.6% adjusted OP funding factor was calculated based on funding achieved at 96% of target (based on adjusted OP performance above), and an enterprise-wide average payout before application of the funding metric, of approximately 118%. For additional information regarding the Flex incentive bonus plan, see the compensation discussion and analysis for the fiscal year ended 2022 as set forth Flex’s annual proxy statement.

Final short-term incentive awards for our NEOs

For fiscal year 2022, aggregate short-term incentive payouts for our NEOs, after adjustment for individual performance, were as follows:

Name	Fiscal year 2022 short-term incentive bonus target (potential bonus as a percentage of base salary)		Fiscal year 2022 short-term incentive actual bonus ($)		Fiscal year 2022 actual short-term incentive bonus as a percentage of full year target bonus
Daniel Shugar		50%		110,992		53.5%
David Bennett		70%		299,195		98.9%
Howard Wenger(1)		50%		19,602		67.2%
Bruce Ledesma		50%		102,969		53.5%
Nicholas (Marco) Miller		45%		77,817		55.9%
Léah Schlesinger		35%		54,468		55.0%

(1) Mr. Wenger’s FY’22 annual target bonus was prorated based on his February 7, 2022 hire date.

Long-term incentive compensation

Long-term incentives are provided through Flex’s RSU program, which applies to most executives, and its PSU program, which applies to a limited group of executives. With respect to the long-term incentives for Nextracker’s NEOs, all of our NEOs received RSUs exclusively in fiscal year 2022. These long-term incentives are

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intended to promote the interests of Flex’s shareholders and executive retention as a result of (i) linking long-term compensation to Flex’s long-term performance and shareholder outcomes, and (ii) forfeiture of unvested shares if an executive’s employment is terminated for certain reasons, respectively.

RSUs granted to our NEOs in fiscal year 2022 relate to service-based long-term incentive compensation, and are eligible to vest in three equal installments on each anniversary of the grant date, subject to continued employment.

Payouts of vested RSUs are made in Flex’s ordinary shares, so the value of these awards also fluctuate based on share price performance from the beginning of the grant, further aligning the interests of the executive with long-term shareholder value creation. Before an RSU vests, the executive has no ownership rights in Flex’s ordinary shares.

Grants during fiscal year 2022

The following factors were considered when determining the value of 2022 NEO equity awards:

• Compensation data for similarly situated executives;

• Future potential to contribute to the growth of Flex and Nextracker, potential to grow in current role and expand scope of responsibility and contribution over time;

• Individual performance and internal equity; and

• Peer group data on annual share usage and overall shareholder dilution.

The table below summarizes the approved RSU awards granted to our NEOs in fiscal year 2022.

Name	Service-based RSUs (shares)		Target total equity award value ($)
Daniel Shugar		30,777		549,985
David Bennett		23,326		425,000
Howard Wenger		—		—
Bruce Ledesma		25,181		449,984
Nicholas (Marco) Miller		8,114		144,997
Léah Schlesinger		5,036		89,993

As noted above and as further described below, Nextracker began implementing our long-term equity incentive program in April 2022 (i.e., early fiscal year 2023), under which we made equity-based compensation awards to certain personnel, including our NEOs. As a result of the implementation of our long-term equity incentive program, our NEOs no longer receive any additional long-term equity awards under Flex’s long-term incentive compensation program. However, outstanding RSUs and PSUs awarded to our NEOs prior to FY’23 under Flex’s long-term incentive compensation program remain in effect with respect to our NEOs.

Deferred compensation awards

All of our NEOs are eligible to participate in Flex’s 2010 Deferred Compensation Plan (the “2010 Deferred Plan”) which is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. These savings opportunities are reflected in the 2010 Deferred Plan’s voluntary contribution component (relating to deferrals of base salary and bonus). In addition to voluntary contributions, Flex makes annual employer contributions to Messrs. Shugar, Bennett, Wenger and Ledesma under the 2010 Deferred Plan, the key terms of which are summarized below.

Deferred plan design element	Description
Employer Contribution	•   Target amount is 30% of Mr. Bennett’s base salary and 20% of Messrs. Shugar’s, Wenger’s and Ledesma’s base salaries

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Deferred plan design element	Description
Component (ECC) – Annual	•   Maximum amount is 37.5% of Mr. Bennett’s base salary and 25% of Messrs. Shugar’s, Wenger’s and Ledesma’s base salaries, if the performance-based portion is funded at maximum
ECC – Funding Basis	•   50% of the targeted funding is based on the Flex corporate funding level of the short-term incentive bonus plan
	•   50% of the targeted funding is fixed and not tied to performance
ECC – Vesting Schedule	•   Flex’s contributions, together with earnings on those contributions, will vest in full after four years, subject to the participant’s continued employment
Investment of Balances	•   Deferred balances in a participant’s account are deemed to be invested in hypothetical investments (which mirror the investment options in Flex’s tax-qualified 401(k) plan) designated by the participant
	•   The appreciation, if any, in the account balances is due solely to the performance of these hypothetical investments
Distribution Options	•   Vested balances may be distributed upon termination of employment either through a lump sum payment or in installments over a period of up to ten years, as elected by the participant
	•   Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years

The deferred account balances are unfunded and unsecured obligations of Flex, receive no preferential standing, and are subject to the same risks as any of Flex’s other general obligations. An additional employer discretionary matching contribution may be provided in connection with voluntary deferrals to reflect limitations on the matching contributions under Flex’s 401(k) plan.

Deferred compensation for fiscal year 2022

For fiscal year 2022, Mr. Bennett received a deferred cash award with a value of 37.5% of his fiscal year 2021 base salary. Messrs. Shugar and Ledesma each received deferred cash awards with a value of 25.0% of their respective fiscal year 2021 base salaries. Upon hire, Mr. Wenger was eligible for an initial seed contribution equal to 25% of his FY’22 base salary (actual contribution was funded in July 2022 and is described in this CD&A for sake of completeness). In addition, under the 2010 Deferred Plan, participants may defer up to 70% of their base salary and bonus, net of certain statutory and benefit deductions. Participants are 100% vested in their own deferrals at all times.

For additional information about our NEOs’ contributions to their respective deferral accounts, employer contributions to our NEOs’ deferral accounts, earnings on our NEOs’ deferral accounts, withdrawals from our NEOs’ deferral accounts, and deferral account balances as of the end of fiscal year 2022, see the section entitled “Executive compensation—Nonqualified deferred compensation in fiscal year 2022.”

Executive perquisites

Perquisites represent a small part of the overall compensation program for our NEOs. In fiscal year 2022, Flex paid the premiums on executive long-term disability insurance for Messrs. Shugar, Bennett, Wenger and Ledesma. These benefits are quantified under the “All Other Compensation” column in the Summary Compensation Table.

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401(k) Plan

Under Flex’s 401(k) Plan, all of our employees participating in the plan are eligible to receive matching contributions. Flex also offers annual discretionary matching contributions based on Flex’s performance and other economic factors as determined at the end of the fiscal year. No such discretionary matching contribution has been made for fiscal year 2022.

Other benefits

Executives are eligible to participate in all of Flex’s employee benefit plans, such as medical, dental, vision, group life, basic disability, and accidental death and dismemberment insurance, in each case on the same basis as other employees, subject to applicable law.

Termination and change of control arrangements

Our NEOs are entitled to certain termination and change of control benefits. These benefits are described and quantified under the section entitled “Executive compensation—Potential payments upon termination or change of control.”

Our NEOs do not have employment agreements with us. Instead, Flex’s non-executive severance program (the “Standard Severance Program”) covers our NEOs, with the exception of Mr. Bennett who is covered under the Flex LTD Executive Severance Plan (the “Executive Severance Program”).

Under the Standard Severance Program, in the event of a participant’s involuntary termination of employment due to reductions in force, such as plant closures, mass layoffs and job elimination, the participant will receive the following benefits, subject to the participant entering into a severance and release agreement in a form provided by Flex or applicable Flex business unit entity (“Severance Agreement”).

Standard severance program termination benefit	Description
Salary and Benefits Continuation	•  Lump-sum severance payment determined pursuant to a formula based on a participant’s base pay and years of service as a regular status employee under the Standard Severance Program, resulting in a severance payment not to exceed an amount equal to either six or twelve months, depending on the NEO
Bonus Treatment	•  Discretionary payment of the most-recently earned quarterly bonus if the participant worked for the entirety of the applicable fiscal quarter

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As noted above, Mr. Bennett is covered under the Executive Severance Program, which covers senior level employees of Flex. Under the Executive Severance Program, in the event of an involuntary termination of employment of the participant without “cause” or voluntary termination by the participant for “good reason” (as each such term is defined in the Executive Severance Program), the participant will receive the following benefits, subject to the participant entering into and complying with a transition and release agreement in a form provided by Flex (“Transition Agreement”):

Executive severance program termination benefit	Description
Salary and Benefits Continuation	•  Salary and benefits coverage continuation for duration of transition period provided in the Transition Agreement
Bonus Treatment	•  Pro-rated portion of annual bonus, based on actual performance through the end of the performance period
Equity Vesting	•  Time-vested and performance-based RSUs, PSUs, and ECC awards under the 2010 Deferred Plan continue vesting during the transition period •  Following the transition period, accelerated vesting of RSUs ECC awards under the 2010 Deferred Plan that would have vested during the one-year period following the transition period •  Continued vesting is subject to the participant’s release of claims and compliance with post-termination covenants under the Transition Agreement •  All other unvested awards are forfeited

The following additional termination benefits are applicable to our NEOs in the event of a change of control of Flex:

Termination benefit	Description
2010 Deferred Plan— Deferred Compensation Vesting	•  Accelerated vesting of ECC awards under the 2010 Deferred Plan •  Acceleration applies if employment is involuntarily terminated without cause or voluntarily terminated by the participant for good reason within two years of the change of control (i.e., “double trigger” accelerated vesting)
Flex Equity Plans— Equity Vesting	•  Accelerated vesting of all unvested awards under Flex’s equity plans, if such awards are not assumed or replaced by the acquiror on an economically equivalent basis •  The Flex C&P Committee also has the ability under Flex’s equity plans to provide that certain awards may automatically accelerate if employment is involuntarily terminated without cause within a designated time period (not to exceed eighteen months) following a change of control

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Executive share ownership guidelines

Flex’s share ownership guidelines cover Flex’s non-employee directors and executive officers, such that the guidelines have only applied with respect to Mr. Bennett in his previous role as an officer of Flex.

Ownership guideline design element	Description
Targeted Ownership Value	•  2.5x base salary
Forms of Ownership Counted Toward Guideline	•  All Flex ordinary shares held outright by executive •  Unvested service-based RSUs
Compliance Period	•  5 years

As of the time Mr. Bennett transitioned to his role at Nextracker, Mr. Bennett met the ownership guideline above and ceased to be subject to such guideline.

Executive incentive compensation recoupment policy

Flex’s Executive Incentive Compensation Recoupment Policy covers Flex’s executive officers and direct reports to Flex’s Chief Executive Officer, such that the policy has only applied to Mr. Bennett, in his role as an officer of Flex (Mr. Bennett continues to be subject to such policy notwithstanding his transition to his role at Nextracker). The policy applies to bonuses or awards under Flex’s short- and long-term incentive plans, awards under Flex’s equity incentive plans, and ECC awards under the 2010 Deferred Plan where the contributions are based on the achievement of financial results. In the event of a material restatement of financial results where a covered officer engaged in fraud or misconduct that caused the need for the restatement, the Flex Board will have discretion to recoup incentive compensation of any covered officer if and to the extent the amount of compensation that was paid or that vested would have been lower if the financial results had been properly reported. In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Flex Board also may seek to recover gains from the sale or disposition of vested shares (including shares purchased upon the exercise of options that vested based on the achievement of financial results). In addition, the Flex Board will have discretion to cancel outstanding equity awards where the financial results that were later restated were considered in granting such awards. The Flex Board may seek recoupment only in cases where the restatement occurs within 36 months of the publication of the audited financial statements that are restated.

Hedging and pledging policy

Flex’s insider trading policy prohibits short-selling, trading in options or other derivatives on Flex’s ordinary shares, and engaging in hedging transactions by all employees and directors. Flex’s insider trading policy also prohibits using such shares as collateral for margin accounts or pledging such shares as collateral for loans.

Compensation program relating to this offering

The following section describes certain features of Nextracker’s long-term equity incentive plan and other arrangements that are intended to apply with respect to our overall compensation program following the completion of this offering. We are currently in the process of determining our overall compensation program we anticipate implementing for our senior executives, including our NEOs following completion of this offering. At this time, we have determined (i) the annual base salaries that are expected to apply for periods following the completion of this offering, and (ii) the target annual bonus percentages that are expected to apply for

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fiscal year 2024, in each case, with respect to such senior executives, which amounts and percentages are described below for our NEOs:

Name and Title	Post-IPO Base Salary ($)		Fiscal Year 2024 Target Bonus (% of salary)
Daniel Shugar
Chief Executive Officer		863,000		110%
David Bennett
Chief Financial Officer		470,000		75%
Howard Wenger
President		505,000		80%
Bruce Ledesma
President — Strategy, Software & Administration		505,000		80%
Nicholas (Marco) Miller
Chief Operating Officer		395,000		65%
Léah Schlesinger
General Counsel, Chief Ethics and Compliance Officer and Secretary		355,000		70%

Nextracker compensation benchmarks and peer group

Following the completion of this offering, we expect that our compensation and people committee will, in its discretion, develop, determine and adjust compensation benchmarks and the peer group with respect to Nextracker (the “Nextracker Peer Group”). Based, in part, on the advice of FW Cook, Flex has identified the following companies which currently comprise the Nextracker Peer Group:

Advanced Energy	First Solar	MKS Instruments
Arcosa	Generac	Shoals
Array	Gibraltar Industries	SolarEdge
Cree	Itron	SunPower
EnerSys	Littlefuse	Sunrun

* Notwithstanding the companies comprising the foregoing Nextracker Peer Group, in implementing the TSR component of our performance-based long-term equity incentive awards (described below), we utilized as peer companies the companies that comprise the MAC Global Solar Energy Stock Index (https://macsolarindex.com/stocks-in-the-index).

Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan

Prior to the completion of this offering, we expect to obtain the requisite stockholder approval with respect to the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “LTIP”), which we expect will become effective no later than the day immediately prior to the date that the offering of our shares of our Class A common stock pursuant to this prospectus is declared effective by the SEC (the “Effective Date”). The material terms that are expected to apply with respect to the LTIP are summarized below.

Awards (“Legacy Awards”) previously granted under the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “Prior Plan”) in respect of “Common Units” within the meaning of the Prior Plan (“Common Units”) will automatically be amended pursuant to the terms of the LTIP upon the Effective Date, such that, all such Legacy Awards will cease to relate to Common Units and will thereafter relate to shares of our Class A common stock for all purposes.

Term of the LTIP. Unless terminated earlier, the LTIP will continue for a period of 10 years after the date of the requisite stockholder approval described above.

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Eligibility. All of our employees and directors and those of our subsidiaries and affiliates, including officers, members of our board of directors (including both employee and non-employee directors), and consultants of the Company and its subsidiaries and certain affiliates (excluding certain of our parent companies, such as Flex), are eligible to be selected as award recipients under the LTIP. Awards under the LTIP will generally be exercisable or payable only while the participant is an employee, director or consultant, as applicable. However, the Administrator (as defined below) may, in its discretion, provide that an award may be paid or exercised following termination of service, a change of control event, or the retirement, death or disability of the participant.

Administration. The LTIP will be administered by our board of directors or a designated committee of the board (the “Administrator”). The Administrator will have complete discretion, subject to the provisions of the LTIP, to select each eligible individual to whom awards will be granted and to determine the type and amount of awards to be granted, the timing of such awards, and the other terms and conditions of awards granted under the LTIP. Subject to the terms of the LTIP, the Administrator may delegate its authority under the LTIP to one or more members of our board of directors or one or more of our officers. The Administrator also will have the power to interpret the LTIP and award agreements, to establish rules and regulations relating to the LTIP, and to make all other determinations necessary or advisable for administering the LTIP.

Available awards. The LTIP will authorize the Company to provide equity-based compensation in the form of: (i) stock options, including incentive stock options entitling the option holder to favorable tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) restricted stock units; (iii) stock appreciation rights; (iv) performance stock awards and performance stock units; and (v) other stock-based awards that are not inconsistent with the LTIP. Each type of award is described below under the section entitled “—Types of Awards Authorized Under the LTIP.” Each award granted under the LTIP will be evidenced by an award agreement that sets forth the terms, conditions and limitations applicable to such award as determined by the Administrator in its discretion.

Shares available for awards. Subject to adjustment in the event of specified capitalization events, the LTIP will have a reserve of 12,857,143 shares of our Class A common stock available for issuance as of the date the LTIP becomes effective, all of which may be used to grant incentive stock options.

Share counting. Under the LTIP, each share of our Class A common stock that is subject to any award will count against the aggregate LTIP limit as one share. To the extent that an award terminates, expires, lapses for any reason, or is settled in cash, any shares subject to the award will again be available for the grant of an award pursuant to the LTIP. Shares that are withheld (if and to the extent permitted by applicable law) to satisfy the grant or exercise price or tax withholding obligations will be treated as issued under the LTIP and will be deducted from the number of shares that may be issued under the LTIP. Further, any shares that are acquired by the Company (if and to the extent permitted by applicable law) to satisfy the grant or exercise price or tax withholding obligations pursuant to any award under the LTIP will not be added back to the aggregate number of shares that may be issued pursuant to the plan.

Repricing prohibited without stockholder approval. The repricing, replacement or regranting of any previously granted award, through cancellation or by lowering the exercise price or purchase price of such award, will be prohibited under the LTIP unless our stockholders first approve such repricing, replacement or regranting. Similarly, no “underwater” option or share appreciation right may be cancelled in exchange for cash unless otherwise approved by such stockholders.

Types of awards authorized under the LTIP:

• Stock Options. Stock options may be granted that entitle the option holder to purchase shares of our Class A common stock at a price set forth in the applicable award agreement. Stock options may be granted as non-qualified stock options or as incentive stock options, or in any combination of the two. The exercise price of any stock option may not be less than the fair market value of a share on the date of grant, and the maximum

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term for any stock option is 10 years (five years, in the case of grants to any individual who owns more than ten percent of the total voting power of the Company). The Administrator will determine the methods by which the exercise price of a stock option may be paid, which may include: (i) a payment in cash or by check; (ii) delivery of other property acceptable to the Administrator (e.g., a net exercise sell to cover the exercise price pursuant to the applicable awards agreements issued under the LTIP); or (iii) any combination of the foregoing methods of payment. Incentive stock options may be granted only to our employees and those of its subsidiaries. In addition, in the case of any incentive stock options granted to any individual who owns, as of the date of grant, shares possessing more than 10% of the total combined voting power of all classes of our shares, the incentive stock option must have an exercise price on a per-share basis that is not less than 110% of the fair market value of a share on the date of grant and the maximum term of any such incentive stock option is 5 years. The aggregate fair market value (determined as of the time the option is granted) of all shares with respect to which incentive stock options are first exercisable by a grantee in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of the Code.

• Stock Appreciation Rights. A stock appreciation right is a right, exercisable by the surrender of all or a portion of the stock appreciation right, to receive a payment equal to the product of: (i) the excess of (A) the fair market value of a share of our Class A common stock on the date the stock appreciation right is exercised over (B) the grant price of the stock appreciation right; and (ii) the number of shares with respect to which the stock appreciation right is exercised. No stock appreciation right may be exercisable more than 10 years from the date of grant. A stock appreciation right may be paid in cash, in shares (based on the fair market value of such shares on the date the stock appreciation right is exercised) or in a combination of cash and shares, as determined by the Administrator.

• Restricted Stock Units. A restricted stock unit is a type of contingent stock award that generally entitles the participant to receive a number of shares of our Class A common stock, or the value of such shares, in connection with the satisfaction of vesting conditions determined by the Administrator, as specified in the award agreement for the restricted stock units. Restricted stock units may be denominated in unit equivalents of shares and/or units of value including the dollar value of shares. At the time of grant of the restricted stock unit award, the Administrator will specify the date or dates on which the award will become vested and non-forfeitable, and may specify any other terms and conditions. In addition, the Administrator will specify the settlement date applicable to each restricted stock unit, which may not be earlier than the vesting date or dates of the award. Settlement of restricted stock units may be made in shares or in cash (in an amount reflecting the fair market value of the shares that would have been issued) or any combination of cash and shares, as determined by the Administrator in its sole discretion.

• Performance Stock and Performance Stock Units. Performance stock represents the right to receive shares of our Class A common stock, or the value thereof, the payment of which is contingent upon achieving certain performance criteria established by the Administrator. Performance stock units represent a right to receive shares, or the value of such shares, the payment of which is contingent upon achieving certain performance criteria established by the Administrator. Performance stock unit awards may be denominated in unit equivalents of shares and/or units of value including the dollar value of shares. Performance stock awards and performance stock units may be linked to any one or more of the performance criteria specified in the LTIP, or other specific performance criteria determined appropriate by the Administrator, in each case on a specified date or dates or over any performance period determined by the Administrator. In addition, the Administrator will specify the settlement date applicable to each performance stock award or performance stock unit award, which may not be earlier than the vesting date or dates of the award. Settlement of a performance stock or a performance stock unit may be made in shares or in cash (in an amount reflecting the fair market value of the shares that would have been issued) or in any combination of cash and shares, as determined by the Administrator in its sole discretion.

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• Other Stock-Based Awards. In addition to restricted stock units, performance stock awards and performance stock unit awards, the Administrator is authorized under the LTIP to make any other award to an eligible individual that is not inconsistent with the provisions of the LTIP and that by its terms involves or might involve the issuance of: (i) shares of our Class A common stock; (ii) a right with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria specified in the LTIP or other conditions; or (iii) any other security with the value derived from the value of our shares.

Amendment and termination. The Administrator will be permitted at any time to amend or modify the LTIP in any or all respects, except that (i) any such amendment or modification may not adversely affect the rights of any holder of an award previously granted under the LTIP unless such holder consents and (ii) grants to non-employee directors may not be amended at intervals more frequently than once every 6 months, other than to the extent necessary to comply with applicable U.S. income tax laws and regulations. The Administrator may terminate the LTIP at any time. However, without the approval of our stockholders and except as described below under “Adjustments”, the Administrator will not:

• amend the LTIP to increase the maximum number of shares issuable under the LTIP;

• materially modify the eligibility requirements for participation in the LTIP; or

• materially increase the benefits accruing to participants in the LTIP.

Further, the Administrator will not be permitted to amend the LTIP in any manner that requires stockholder approval under the stock exchange listing requirements applicable to the Company, without receipt of such stockholder approval.

Dividends. No dividends may be paid to a plan participant with respect to an award prior to the vesting of such award. An award may provide for dividends or dividend equivalents to accrue on behalf of a participant as of each dividend payment date during the period between the date the award is granted and the date the award is exercised, vested, expired, credited or paid, and to be converted to vested cash or shares of our Class A common stock at the same time and subject to the same vesting conditions that apply to the shares to which such dividends or dividend equivalents relate.

Adjustments. The Administrator will make certain adjustments to the LTIP and to the outstanding awards under the LTIP in the event of any stock split, extraordinary dividend, recapitalization, combination of shares, exchange of shares, spin-off or other change affecting the outstanding shares as a class without the Company’s receipt of consideration. In the event of such a change, appropriate adjustments will be made to:

• the maximum number and/or class of securities issuable under the LTIP;

• the maximum number and/or class of securities for which any participant may be granted awards under the terms of the LTIP or that may be granted generally under the terms of the LTIP; and

• the number and/or class of securities and price per share in effect under each outstanding award.

Any such adjustments to the outstanding awards will generally be effected in a manner as to preclude the enlargement or dilution of rights and benefits under such awards.

Acceleration. Unless otherwise provided in the applicable award agreement or other agreement between the Company and the participant, in the event of a change of control (as defined in the LTIP) in which the participant’s awards are not converted, assumed, or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, then such awards will automatically vest and become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to the change of control and, following the consummation of such a change of control, all such awards will terminate and cease to be outstanding.

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Compliance with Section 409A of the Internal Revenue Code. To the extent applicable, it is intended that the LTIP and any grants made under the LTIP will comply with or be exempt from the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the participants. The LTIP and any grants made under the LTIP will be administered and interpreted in a manner consistent with this intent.

Transferability. In general, awards granted under the LTIP may not be transferred in any manner other than by will or by the laws of descent and distribution. Awards may be transferred to family members through a gift or domestic relations order.

Withholding taxes. The Company or any affiliate of the Company, as appropriate, may deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy U.S. federal, state and local taxes and any taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable event concerning a participant arising as a result of the LTIP. In addition, the Company or any affiliate of the Company may take any action as may be necessary in its opinion to satisfy withholding obligations for the payment of taxes by any means authorized by the Administrator. No shares will be delivered under the LTIP to any participant or other person until the participant or such other person has made arrangements acceptable to the Administrator for the satisfaction of applicable tax obligations arising as a result of awards made under the LTIP.

Long-term equity awards were granted under the Prior Plan to certain personnel, including our NEOs. These awards consisted of options, restricted incentive units and performance incentive units. In general, vesting of these awards is dependent on the consummation of Nextracker’s initial public offering within a specified period, along with the attainment of certain performance conditions for the option awards (based on attainment of the specified compounded annual growth rate (CAGR) of Nextracker’s equity valuation) and performance incentive unit awards (based on attainment of the then-applicable metrics that apply under Nextracker’s short-term incentive plan for periods preceding an initial public offering and thereafter based in part on such metrics and in part on relative TSR). Vesting also may occur upon a change in control; provided that the requisite performance conditions for the option awards (based on attainment of the specified appreciation of Nextracker’s implied equity value) and performance incentive unit awards are satisfied (based on the short-term incentive plan metrics described above). The following long-term equity awards were granted under the LTIP to our NEOs in early FY’23*:

Name	Service-based RSUs (# shares)		Performance- based RSUs (# shares)		Total Service- based and Performance- based RSU Value ($)(1)		Option Units (# shares)		Option Value @ Grant ($)(2)
Daniel Shugar		132,976		132,976		4,730,495		398,571		2,059,020
David Bennett		38,690		38,690		1,376,375		119,048		615,000
Howard Wenger		82,143		82,143		2,922,150		247,619		1,279,200
Bruce Ledesma		82,143		82,143		2,922,150		247,619		1,279,200
Nicholas Miller		44,048		44,048		1,566,950		132,381		683,880
Léah Schlesinger		38,690		38,690		1,376,375		63,333		327,180

* Because these awards were granted in fiscal year 2023, the awards are not described in the Summary Compensation Table and related tables below.

(1) Reflects the grant date fair value as determined by a nationally recognized third-party valuation firm in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison—Stock Compensation. The fair value of PSUs is estimated on the date of grant using a Monte Carlo simulation model.

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(2) Reflects the grant date fair value as determined by a nationally recognized third-party valuation firm in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison—Stock Compensation. Notwithstanding such third-party valuation, pursuant to the terms of the LLC Agreement, the Company used an assumed equity value of $21.00 per unit for purposes of each option exercise price. Such value was based on the per unit price TPG paid for the LLC Preferred Units acquired prior to this offering.

Executive Compensation

The following table sets forth the fiscal year 2022 compensation for:

• Daniel Shugar,

• David Bennett,

• Howard Wenger,

• Bruce Ledesma,

• Nicholas (Marco) Miller, and

• Léah Schlesinger.

The executive officers included in the Summary Compensation Table are referred to in this prospectus as our NEOs. A detailed description of the plans and programs under which these NEOs received the following compensation can be found in the section entitled “Compensation discussion and analysis” of this prospectus. Additional information about these plans and programs is included in the additional tables and discussions that follow the Summary Compensation Table.

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Summary compensation table

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Share Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)
Daniel Shugar Chief Executive Officer		2022		415,000		—		549,985		110,992		—		13,355		1,089,332
David Bennett Chief Financial Officer		2022		429,000		141,005		425,000		299,195		4,653		13,486		1,312,339
Howard Wenger President		2022		58,333		—		—		19,602		—		42		77,977
Bruce Ledesma President - Strategy, Software & Administration		2022		385,000		—		449,984		102,969		—		12,683		950,636
Nicholas (Marco) Miller Chief Operation Officer		2022		308,431		3,540		144,997		77,817		—		8,328		543,113
Léah Schlesinger General Counsel, Chief Ethics and Compliance Officer and Secretary		2022		281,432		1,746		89,993		54,468		—		7,345		434,984

(1) Includes amounts contributed by the executive to the 2010 Deferred Plan and 401(k) plan accounts.

(2) This column shows the unvested portion of 2010 Deferred Plan ECC accounts that vested during the 2022 fiscal year for certain of our NEOs, as well as discretionary bonus payouts with respect to some of our NEOs. With respect to Mr. Bennett, the deferred compensation accounts that vested during FY’22 and, with respect to the other NEOs, the discretionary bonuses related to their quarterly and annual bonus payouts. For additional information about Flex’s deferred compensation arrangements, see the section entitled “Compensation discussion and analysis—Compensation-setting process and fiscal year 2022 executive compensation—Deferred compensation awards” of this prospectus and the discussion under the section entitled “Deferred compensation for fiscal year 2022” of this prospectus.

(3) Share awards consist of RSUs granted with respect to Flex’s ordinary shares under Flex’s 2017 Equity Incentive Plan (the “2017 Plan”). The amounts in this column do not reflect compensation actually received by our NEOs, nor do they reflect the actual value that will be realized by our NEOs. Instead, the amounts reflect the grant date fair value for RSUs and calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating the amounts reflected in this column, see Note 6 to Flex’s audited combined financial statements, “Share-based compensation,” included in its Annual Report on Form 10-K with respect to the fiscal year ended March 31, 2022.

(4) The amounts in this column represent incentive cash bonuses earned in fiscal year 2022. For additional information, see the section entitled “Compensation discussion and analysis—Compensation setting process and fiscal year 2022 executive compensation—Short-term incentive bonuses” of this prospectus.

(5) The amounts in this column represent the above-market earnings on the vested portions of the 2010 Deferred Plan ECC account for certain of our NEOs. None of our NEOs participated in any defined benefit or actuarial pension plans in any period presented. Above-market earnings represent the difference between market interest rates determined pursuant to SEC rules and earnings credited to the vested portion of our NEOs’ deferred compensation accounts. See the Nonqualified Deferred Compensation in Fiscal Year 2022 table of this prospectus for additional information.

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(6) The following table provides a breakdown of compensation included in the “All Other Compensation” column for fiscal year 2022:

Name	Pension/ Savings Plan Flex Match Expenses/ Social Security ($)(1)		Medical / Enhanced Long- Term Disability ($)(2)		Other ($)	Total ($)
Daniel Shugar		10,999		2,356			13,355
David Bennett		11,845		1,641			13,486
Howard Wenger		—		42			42
Bruce Ledesma		10,400		2,283			12,683
Nicholas (Marco) Miller		8,328		—			8,328
Léah Schlesinger		7,345		—			7,345

(1) The amounts in this column represent Flex’s regular employer matching contributions to the 401(k) plan accounts for our NEOs.

(2) The amounts in this column represent Flex’s contribution to the executive long-term disability program, for the benefit of Messrs. Shugar, Bennett, Wenger and Ledesma, which executive program provides additional benefits beyond the basic employee long-term disability program.

Grants of plan-based awards in fiscal year 2022

The following table presents information about non-equity incentive plan awards and RSU awards with respect to Flex’s ordinary shares that were granted during the 2022 fiscal year to our NEOs under the 2017 Plan. There were no grants of stock options to our NEOs during Flex’s 2022 fiscal year.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Share Awards: Number of Shares of Stock or  Units (#)(2)		Grant Date Fair Value of Shares ($)(3)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)
Daniel Shugar		6/30/2021								30,777		549,985
				76,083		207,500		415,000
David Bennett		6/9/2021								23,326		425,000
				110,880		302,400		604,800
Howard Wenger
				10,694		29,167		58,333
Bruce Ledesma		6/30/2021								25,181		449,984
				70,583		192,500		385,000
Nicholas (Marco) Miller		6/30/2021								8,114		144,997
				51,080		139,309		278,618
Léah Schlesinger		6/30/2021								5,036		89,993
				36,295		98,986		197,973

(1) These amounts show the range of possible payouts under the cash incentive programs for fiscal year 2022. The maximum payment represents 200% of the target payment. The threshold payment represents 37% of target payout levels. Mr. Wenger’s bonus threshold, target and maximum amounts were prorated based on actual earnings and on his February 7, 2022 hire date. For the short-term incentive bonus plan, the amounts actually earned for fiscal year 2022 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. For additional information, see the section entitled “Compensation discussion and analysis—Compensation setting process and fiscal year 2022 executive compensation—Short-term incentive bonuses” of this prospectus.

(2) This column shows the number of service-based RSUs granted in fiscal year 2022 under the 2017 Plan. For each NEO, the RSUs vest in three annual installments at a rate of 33% per year, provided that the executive continues to remain employed on the vesting dates. For additional information, see the section entitled “Compensation discussion and analysis—Long-term incentive compensation—Grants during fiscal year 2022” of this prospectus.

(3) This column shows the grant date fair value of service-based RSUs under the 2017 Plan under FASB ASC Topic 718 granted to our NEOs in fiscal year 2022. The grant date fair value is the amount that will be expensed in Flex’s financial statements over the awards’ vesting schedule. For

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service-based RSUs, the grant date fair value is the closing price of Flex’s ordinary shares on the grant date. Additional information on the valuation assumptions is included in Note 6 to Flex’s audited combined financial statements, “Share-based compensation,” included in its Annual Report on Form 10-K with respect to the fiscal year ended March 31, 2022.

Outstanding equity awards at 2022 fiscal year-end

The following table presents information about outstanding share awards held by our NEOs under the 2017 Plan as of March 31, 2022. The table shows information about: (i) service-based RSUs under the 2017 Plan and (ii) PSUs under the 2017 Plan.

The market value of the share awards is based on the closing price of Flex’s ordinary shares as of March 31, 2022, which was $18.55. For PSUs, the number of unearned shares and the market values shown assume all performance criteria are met at maximum based on performance through March 31, 2022. For additional information on our equity incentive programs, see the section entitled “Compensation discussion and analysis—Long-term incentive compensation.”

	Share Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
Daniel Shugar		6,755	(3)		125,305		—			—
		17,345	(3)		321,750		—			—
		16,806	(4)		311,753		34,689	(9)		643,487
		30,777	(3)		570,913		—			—
David Bennett		3,741	(5)		69,396		—			—
		11,068	(5)		205,311		44,270	(10)		821,209
		13,045	(5)		241,985		—			—
		12,640	(4)		234,465		26,089	(9)		483,957
		23,326	(5)		432,697		—			—
Bruce Ledesma		19,575	(6)		363,116		—			—
		14,192	(6)		263,262		—			—
		13,750	(4)		255,063		28,381	(9)		526,474
		25,181	(6)		467,108		—			—
Nicholas (Marco) Miller		5,531	(7)		102,600		—			—
		6,938	(7)		128,700		—			—
		8,114	(7)		150,515		—			—
Léah Schlesinger		1,071	(8)		19,867		—			—
		2,765	(8)		51,291		—			—
		8,199	(8)		152,091		—			—
		5,036	(8)		93,418		—			—

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(1) This column includes PSUs granted in fiscal years 2020 and 2021 under the 2017 Plan which vesting is based on Flex’s TSR relative to the return of the S&P 500 Index.

(2) The projected payouts for PSUs for the 2019-2022 and 2020-2023 performance cycles are reported at maximum.

(3) 6,755 shares vest on May 22, 2022; 17,345 shares vest at a rate of 8,672 shares per year for two years, with the first vesting date on June 19, 2022; and 30,777 shares vest at a rate of 10,259 shares per year for three years, with the first vesting date on June 30, 2022.

(4) Actual payout for Year 1 TSR PSUs to vest on June 3, 2023.

(5) 3,741 shares vest on June 19, 2022; 11,068 shares vest at a rate of 5,534 shares per year for two years, with the first vesting date on June 11, 2022; 13,045 shares vest at a rate of 6,522 shares per year for two years, with the first vesting date on June 3, 2022; and 23,326 shares vest at a rate of 7,775 shares per year for three years, with the first vesting date on June 9, 2022.

(6) 19,575 shares vest at a rate of 9,787 shares per year for two years, with the first vesting date on May 30, 2022; 14,192 shares vest at a rate of 7,096 shares per year for two years, with the first vesting date on June 19, 2022; and 25,181 shares vest at a rate of 8,393 shares per year for three years, with the first vesting date on June 30, 2022.

(7) 5,531 shares vest at a rate of 2,765 shares per year for two years, with the first vesting date on June 14, 2022; 6,938 shares vest at a rate of 3,469 shares per year for two years, with the first vesting date on June 19, 2022; and 8,114 shares vest at a rate of 2,704 shares per year for three years, with the first vesting date on June 30, 2022.

(8) 1,071 shares vest on June 14, 2022; 2,765 shares vest at a rate of 1,382 shares per year for two years, with the first vesting date on June 14, 2022; 8,199 shares vest at a rate of 4,099 shares per year for two years, with the first vesting date on June 19, 2022; and 5,036 shares vest at a rate of 1,678 shares per year for three years, with the first vesting date on June 30, 2022.

(9) Remaining TSR PSUs vest on June 3, 2023 assuming a maximum payout.

(10) TSR PSUs vest on June 11, 2022 assuming a maximum payout.

Shares vested in fiscal year 2022

The following table presents information for each of our NEOs regarding (i) stock option exercises under the NEXTracker 2014 Equity Incentive Plan, including the number of shares acquired upon exercise and the value realized, and (ii) the number of shares acquired upon the vesting of share-based awards in the form of RSUs under Flex’s 2017 Plan during fiscal year 2022 and the value realized, in each case before payment of any applicable withholding tax and broker commissions.

	Option Awards				Share Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Daniel Shugar		—		—		15,426		271,232
David Bennett		—		—		119,622		2,206,163
Bruce Ledesma		—		—		16,882		301,973
Nicholas (Marco) Miller		11,548		223,107		6,233		110,097
Léah Schlesinger		—		—		7,499		132,368

(1) The amounts in this column reflect the aggregate dollar amount realized upon exercise of the options determined by the difference between the market price of the underlying shares at exercise and the exercise price of the options.

(2) The amounts in this column reflect the aggregate dollar amount realized upon the vesting of RSUs, determined by multiplying the number of Flex’s ordinary shares underlying such awards by the market value of the underlying shares on the vesting date.

Pension benefits in fiscal year 2022

Our NEOs do not receive any compensation in the form of pension benefits.

Nonqualified deferred compensation in fiscal year 2022

All of our NEOs are eligible to participate in the 2010 Deferred Plan. Flex’s deferred compensation program is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Under the 2010 Deferred Plan, participating officers may defer up to 70% of their base salary and bonus, net of certain statutory and benefit deductions. Flex may make a discretionary matching contribution for these deferrals to

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reflect limitations on the matching contribution under Flex’s 401(k) plan. Under this plan, Flex may also make annual employer contributions, in amounts up to 37.5% of Mr. Bennett’s base salary and 25% of Messrs. Shugar’s, Wenger’s and Ledesma’s base salaries, which will cliff vest after four years. For these annual contributions, 50% of the funding is paid as a percentage of base salary and the remaining 50% is performance-based, up to a maximum of 150%. This aligns to the distribution of performance and time-based elements in Flex’s long-term compensation programs. Amounts credited to the deferral accounts are deemed to be invested in hypothetical investments selected by a participant or an investment manager on behalf of each participant. Participants in the 2010 Deferred Plan may receive their vested deferred compensation balances upon termination of employment at such time as is specified in their deferral agreements, which may include a lump sum payment or installment payments made over a period of years. Participants also may elect in-service distributions through a lump sum payment or in installments over a period of up to ten years.

In connection with Flex’s deferred compensation program, Flex has entered into trust agreements providing for irrevocable trusts into which Flex deposits cash or other assets, equal to the aggregate amount required to be credited to the participants’ deferral accounts, less any applicable taxes to be withheld. The deferred account balances of the participants in the deferred compensation program are unfunded and unsecured obligations of Flex, receive no preferential standing, and are subject to the same risks as any of our other general obligations.

For a discussion of the contributions granted to each of our NEOs and their vesting terms, including vesting upon the executive’s termination or a change of control of Flex, see the sections entitled “Compensation discussion and analysis—Compensation setting process and fiscal year 2022 executive compensation—Deferred compensation awards” and “Executive compensation—Potential payments upon termination or change of control.”

The following table presents information for fiscal year 2022 regarding, as applicable: (i) contributions to our NEOs’ deferred compensation plan accounts that are made by the executive; (ii) contributions to our NEOs’ deferred compensation plan accounts that are made by Flex; (iii) aggregate earnings (or losses) on our NEOs’ deferred compensation plan accounts; (iv) aggregate withdrawals and distributions from our NEOs’ deferred compensation plan accounts; and (v) our NEOs’ deferred compensation plan account balances as of the end of the fiscal year. For fiscal year 2022, Mr. Bennett received a deferred cash award with a value of 37.5% of his fiscal year 2021 base salary and Messrs. Shugar and Ledesma each received deferred compensation awards that averaged approximately 25.0% of their 2021 respective base salaries. Upon hire, Mr. Wenger was eligible to receive an initial seed contribution equal to 25.0% of his FY’22 base salary (actual contribution was funded in July 2022 and is described in this CD&A for the sake of completeness).

Nonqualified deferred compensation table

Name	Executive contributions in last fiscal year ($)(1)		Employer contributions in last fiscal year ($)(2)		Aggregate earnings (losses) in last fIscal year ($)(3)		Aggregate withdrawals/ distributions ($)		Aggregate balance at fiscal year-end ($)(4)
Daniel Shugar		—		103,750		47		—		222,203
David Bennett		25,934		157,500		45,897		40,118		1,425,470
Howard Wenger		—		96,250		—		—		96,250
Bruce Ledesma		—		96,250		6,199		2,326		278,892
Nicholas (Marco) Miller		—		—		—		—		—
Léah Schlesinger		—		—		—		—		—

(1) Reflects the salary payments deferred by our NEOs during the fiscal year. These amounts are included in the Summary Compensation Table under the “Salary” and “Bonus” columns, as applicable.

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(2) These amounts represent Flex’s employer contributions under the 2010 Deferred Plan. These amounts cliff vest after four years. None of these amounts have vested under this plan as of March 31, 2022. These amounts, including any earnings or losses thereon, will be reported under the “Bonus” column of the Summary Compensation Table upon vesting in future years if the executive continues to be an NEO. Howard Wenger’s employer contribution of $96,250 was funded in July 2022. For additional information on these amounts and their vesting terms, including vesting upon the executive’s termination or change of control of Flex, see the sections entitled “Compensation discussion and analysis—Compensation setting process and fiscal year 2022 executive compensation—Deferred compensation awards” of this prospectus and “Executive compensation—Potential payments upon termination or change of control.”

(3) Reflects earnings (or losses) for each NEO on both the vested and unvested portions of the executive’s deferred compensation account(s). The above-market portion of the earnings on the vested portion of the executive’s deferred compensation account(s) is included under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. Any earnings that vest in a given year are reported in the “Bonus” column in the Summary Compensation Table.

(4) The amounts in this column include the following unvested balances related to the respective 2010 Deferred Plan account of the NEOs: Daniel Shugar—$222,203; David Bennett—$699,371; and Bruce Ledesma—$277,131. Howard Wenger’s employer contribution of $96,250 was funded in July 2022.

Potential payments upon termination or change of control

As described in the section entitled “Compensation Discussion and Analysis” of this prospectus, our NEOs do not have employment agreements with us. Our NEOs are eligible for certain termination and change of control benefits under the Standard Severance Program, the Executive Severance Program, the 2010 Deferred Plan and under the Flex Equity Plans (as defined below), as applicable.

Acceleration of vesting of deferred compensation

If the employment of any participant in the 2010 Deferred Plan is involuntarily terminated without cause or is terminated by the executive with good reason within two years following a change of control (as defined in the 2010 Deferred Plan), the entire unvested portion of the deferred compensation account of such participant will vest. In addition, continued vesting of the deferred compensation account that is attributable to 2020 incentive accruals will apply in the event of a participant’s qualifying retirement (with “retirement” meaning a voluntary termination of service after the participant has attained the age 55 and completed at least 5 years of service as an employee with respect to Flex and its affiliates, with such years of age and service totaling, at least 65).

Acceleration of vesting of equity awards

The number of unvested equity awards held by each NEO as of March 31, 2022 is listed above in the Outstanding Equity Awards at 2022 Fiscal Year-End table. All unvested outstanding equity awards held by our NEOs at the end of fiscal year 2022 were granted under Flex’s 2017 Equity Incentive Plan (the “Flex Equity Plan”) which provide certain benefits to plan participants in the event of the termination of such participant’s employment or a change of control of Flex. The terms of these benefits are described below.

Treatment of certain awards upon retirement

Subject to any waiver by the Flex C&P Committee, all unvested RSU awards held by a plan participant will be forfeited if the participant’s employment ceases for any reason. However, certain award agreements granted under the Flex Equity Plans provide for continued vesting on the vesting dates specified in such award agreements in the event that a plan participant’s employment ceases due to a qualifying retirement. Such continued vesting has applied traditionally with respect to PSUs granted prior to fiscal year 2021 (on a pro-rata basis and contingent on attainment of the applicable performance criteria) with “retirement” meaning a voluntary termination of service after the participant has attained the age 60 and completed at least 10 years of service as an employee with respect to Flex and its affiliates. Beginning in fiscal year 2021, RSU and PSU awards granted receive continued vesting upon retirement, with “retirement” meaning a voluntary termination of service after the participant has attained the age 55 and completed at least 5 years of service as an employee with respect to Flex and its affiliates, with such years of age and service totaling, at least 65. At the current time, Mr. Shugar is the only NEO that satisfies the retirement criteria.

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Treatment of certain awards upon death or disability

Certain award agreements for RSUs and PSUs granted under the 2017 Plan starting in June 2020 provide that if a plan participant ceases to provide services to Flex due to death or disability, then the awards will accelerate after the qualifying termination. In such circumstances, (i) RSUs will immediately vest, and (ii) PSUs will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target.

Double-trigger vesting upon a change of control

The Flex Equity Plan includes “double trigger” features, meaning that unvested RSU awards vest immediately only if (i) there is a change of control of Flex and (ii)(x) such awards are not converted, assumed or replaced by the successor or survivor corporation or (y) if provided by the Flex C&P Committee, the service of the award recipient is involuntarily terminated within a designated period following the effective date of such change of control, as described below.

Under the terms of the Flex Equity Plan, unless otherwise provided in the applicable award agreement or other agreement between Flex and the participant, in the event of a change of control of Flex (as defined in the Flex Equity Plans) in which the participant’s awards are not converted, assumed, or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, then all forfeiture restrictions on such awards will lapse immediately prior to the change of control and, following the consummation of such a change of control, all such awards will terminate and cease to be outstanding.

Where awards under the Flex Equity Plans are assumed or continued after a change of control, the Flex C&P Committee may provide that one or more awards will automatically accelerate upon an involuntary termination of service within a designated period (not to exceed eighteen (18) months) following the effective date of such change of control. If the Flex C&P Committee so determines, immediately upon an involuntary termination of service following a change of control all forfeiture restrictions on such award will lapse.

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Flex severance program

On August 20, 2015, Flex adopted the Severance Plan for Job Grade 34 and Severance Plan for Job Grades 32-33 (collectively, referred to above as the “Standard Severance Program”), and on January 17, 2019 the Flex C&P Committee adopted the Flex Ltd. Executive Severance Plan (referred to above as the “Executive Severance Program”). Our NEOs participate in these programs (collectively the “Flex Severance Program”), with the severance benefits as outlined in the table.

Severance plan	Participants	Severance benefit provided	Severance trigger
Severance Plan for Job Grade 34	Daniel Shugar, Bruce Ledesma and Howard Wenger	•  16 weeks base pay, plus 3 weeks of base pay for each full year of service, with the total benefit capped at 12 months •  Bonus for completed performance periods, if termination occurs between end of performance period and payment date	•  Involuntary termination related to a reduction in force, job elimination or facility closure
Severance Plan for Job Grades 31-33	Nicholas (Marco) Miller and Léah Schlesinger	•  12 weeks base pay, plus 2 weeks of base pay for each full year of service, with the total benefit capped at 6 months •  Bonus for completed performance periods, if termination occurs between end of performance period and payment date
Flex LTD. Executive Severance Plan	David Bennett	•  Described below	•  Described below

Under the Standard Severance Program, the participant will receive the benefits described above, subject to the participant entering into and complying with a Severance Agreement in a form provided by Flex.

Under the Executive Severance Program, in the event of an involuntary termination of employment without “cause” or a voluntary termination for “good reason” (each such term as defined in the Executive Severance Program), the participant will receive the following benefits, subject to the participant entering into and complying with a Transition Agreement in a form provided by Flex:

• continuation of base salary and benefits coverage during the transition period provided in the Transition Agreement and pro rata payment of annual bonus;

• continued vesting of RSUs, PSUs and ECC awards under the 2010 Deferred Plan during the transition period; and

• following the transition period, accelerated vesting of RSUs and ECC awards under the 2010 Deferred Plan that would have vested during the one-year period following the transition period.

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During the transition period, the participant will be required to discharge his or her transition duties and comply with other terms and conditions to be set forth in the Transition Agreement, including customary non-competition, non-solicitation, non-disclosure, non-disparagement and cooperation provisions. Any violation of such obligations may result in cessation of benefits and clawback rights for Flex.

There are no tax gross-ups in any of the severance plans.

The consummation of the offering and the transactions contemplated in connection therewith are not expected to constitute a change in control of Flex, and pursuant to the employee matters agreement, the offering and such transactions will not trigger any entitlement to the above termination-related payments.

Potential payments upon termination or change of control as of March 31, 2022

The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO under Flex’s compensation and benefit plans as a result of (i) the accelerated vesting of deferred compensation in the case of a change of control with a qualifying termination of employment and (ii) the accelerated vesting of RSUs and PSUs, as applicable, in the event of a change of control if such awards are not assumed by the successor company in connection with the change of control, (iii) involuntary termination resulting in severance pay under the Flex Severance Program or (iv) retirement, death or disability.

Calculations for this table assume that the triggering event took place on March 31, 2022, the last business day of Flex’s 2022 fiscal year, and are based on the price per share of Flex’s ordinary shares on such date, which was $18.55. The following table does not include potential payouts of vested benefits under the 2010 Deferred Plan.

Name	Change in control with termination ($)		Change in control and no assumption of award ($)(1)		Involuntary termination without cause or voluntary termination for good reason ($)(2)		Retirement ($)(3)			Death or disability(4)
Daniel Shugar
Base Pay Severance(5)		415,000		—		415,000		—			—
Benefits Continuation(5)		—				—		—			—
Bonus Severance(6)		110,992		—		110,992		110,992			110,992
Vesting of Deferred Compensation(7)		222,203		—		—		103,765			103,765
Vesting of Service-based RSUs(8)		—		1,017,968		—		892,663			892,663
Vesting of Performance-based RSUs(8)(9)		—		482,615		—		—			—
Pro Rata Vesting of PSUs		—		—		—		290,716	(9)		376,027
Total		748,195		1,500,583		525,992		1,398,136			1,483,447
David Bennett
Base Pay Severance(5)		432,000		—		432,000		—			—
Benefits Continuation(5)		20,486				20,486		—			—
Bonus Severance(6)		299,195		—		299,195		—			299,195
Vesting of Deferred Compensation(7)		519,653		—		252,889		—			153,711
Vesting of Service-based RSUs(8)		805,144		949,389		805,144		—			674,682

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Name	Change in control with termination ($)		Change in control and no assumption of award ($)(1)		Involuntary termination without cause or voluntary termination for good reason ($)(2)		Retirement ($)(3)		Death or disability(4)
Vesting of Performance-based RSUs(8)		410,604		773,572		410,604		—		—
Pro Rata Vesting of PSUs		—		—		—		—		289,782
Total		2,487,082		1,722,961		2,220,318		—		1,417,370
Howard Wenger
Base Pay Severance(5)		118,462		—		118,462		—		—
Benefits Continuation(5)		—		—		—		—		—
Bonus Severance(6)		19,602		—		19,602		—		19,602
Vesting of Deferred Compensation(7)		96,250		—		—		—		96,250
Vesting of Service-based RSUs(8)		—		—		—		—		—
Vesting of Performance-based RSUs(8) (9)		—		—		—		—		—
Pro Rata Vesting of PSUs		—		—		—		—		—
Total		234,314		—		138,064		—		115,852
Bruce Ledesma
Base Pay Severance(5)		162,885		—		162,885		—		—
Benefits Continuation(5)		—		—		—		—		—
Bonus Severance(6)		102,969		—		102,969		—		102,969
Vesting of Deferred Compensation(7)		280,922		—		—		—		96,264
Vesting of Service-based RSUs(8)		—		1,093,485		—		—		730,369
Vesting of Performance-based RSUs(8) (9)		—		394,855		—		—		—
Pro Rata Vesting of PSUs		—		—		—		—		307,654
Total		546,776		1,488,340		265,853		—		1,237,256
Nicholas (Marco) Miller
Base Pay Severance(3)		154,788		—		154,788		—		—
Benefits Continuation(5)		—		—		—		—		—
Bonus Severance(3)		77,817		—		77,817		—		77,817
Vesting of Deferred Compensation(7)		—		—		—		—		—
Vesting of Service-based RSUs(4)		—		381,815		—		—		279,215
Vesting of Performance-based RSUs(8) (9)		—		—		—		—		—
Pro Rata Vesting of PSUs		—		—		—		—		—

194

Name	Change in control with termination ($)		Change in control and no assumption of award ($)(1)		Involuntary termination without cause or voluntary termination for good reason ($)(2)		Retirement ($)(3)		Death or disability(4)
Total		232,605		381,815		232,605		—		357,032
Léah Schlesinger
Base Pay Severance(5)		130,531		—		130,531		—		—
Benefits Continuation(5)		—		—		—		—		—
Bonus Severance(6)		54,468		—		54,468		—		54,468
Vesting of Deferred Compensation(7)		—		—		—		—		—
Vesting of Service-based RSUs(8)		—		316,667		—		—		245,509
Vesting of Performance-based RSUs(8) (9)		—		—		—		—		—
Pro Rata Vesting of PSUs		—		—		—		—		—
Total		184,999		316,667		184,999		—		299,977

(1) The amounts shown represent the estimated value of the accelerated vesting of RSUs and PSUs (at target) following a change of control under the terms of the Flex Equity Plans, which assumes that such awards are not assumed or replaced by the successor corporation or its parent. If such awards are assumed or replaced in a change of control transaction, the vesting of such awards will not accelerate; provided, that the Flex C&P Committee may determine that awards under the Flex Equity Plans may be accelerated if the executive is involuntarily terminated within a certain period (not to exceed 18 months) following a change of control. All amounts shown in this column represent the intrinsic value of the awards based on the closing price of Flex’s ordinary shares on March 31, 2022, the assumed date of the triggering event.

(2) The amounts shown represent the estimated value of amounts payable under the Flex Severance Program subject to the participant entering into and complying with a Severance Agreement or Transition Agreement, as applicable.

(3) For termination of service due to retirement, (i) RSUs granted starting in June 2020 will continue to vest; (ii) the PSUs will not terminate; and (iii) a pro-rata number of vested shares shall be issued to the executive upon the vesting of the award pursuant to achieving the performance criteria at the end of the original performance period. The amounts reported assume vesting at 100% of target shares. In addition, RSU awards granted in fiscal year 2022 will remain eligible for continued vesting in the event of a termination of service due to retirement.

(4) For termination of service due to death or disability, (i) RSUs granted starting in June 2020 will immediately vest in full, and (ii) PSUs granted starting in June 2020 will immediately vest as follows: completed cycles will vest based on actual performance and unfinished cycles will vest at target. The amounts disclosed above are target amounts as the cycles have not yet been completed.

(5) Reference different severance calculations in the “Flex Severance Program” section above.

(6) Represents payment of a pro-rated portion of the participant’s annual bonus.

(7) The amount shown represents the portion of the unvested balance of the executive’s deferred compensation account that would vest in the event the executive is terminated by Flex without cause or resigns with good reason following a change of control of Flex (as defined in the 2010 Deferred Plan). Howard Wenger’s employer contribution of $96,250 was funded in July 2022. No executive’s deferred compensation account will vest upon a change of control (without any termination following such change of control) or upon the executive’s retirement.

(8) Includes RSUs and PSUs that vest between April 1, 2022 to March 31, 2025.

(9) The amounts shown represent TSR PSU performance at target through March 31, 2022.

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Principal stockholders

The following table sets forth information regarding the beneficial ownership of our Class A common stock and Class B common stock, (i) after giving effect to the Transactions, including the TPG Election but excluding this offering, and (ii) as adjusted to give effect to this offering, for:

• each person or group who is known by us to beneficially own 5% or more of our outstanding shares of our Class A common stock or our Class B common stock (including any securities convertible or exchangeable within 60 days into Class A common stock or Class B common stock, as applicable),

• each member of our board of directors upon completion of this offering and each named executive officer, and

• the members of our board of directors upon the completion of this offering and our executive officers, as a group.

As described in the sections entitled “Our organizational structure” and “Certain relationships and related party transactions,” each LLC Common Unit (other than LLC Common Units held by us) together with a corresponding number of shares of Class B common stock is exchangeable from time to time at the holder’s option for newly-issued shares of our Class A common stock on a one-for-one basis or for cash in accordance with the Exchange Agreement. Yuma, Yuma Sub and TPG may, subject to certain exceptions, exercise such exchange rights for as long as their LLC Common Units remain outstanding. See the section entitled “Certain relationships and related party transactions—Exchange agreement.” In connection with this offering, we will issue to Yuma, Yuma sub and TPG one share of Class B common stock for each LLC Common Unit Yuma, Yuma Sub and TPG will own. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of LLC Common Units Yuma, Yuma Sub and TPG will own immediately after the Transactions. The table below assumes the shares of Class A common stock are offered at $21.50 per share (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus).

We have determined beneficial ownership in accordance with the rules of the SEC. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power as well as any shares that the person or entity has the right to acquire within 60 days of January 31, 2023, through the exercise or vesting of any option, warrant or other right. In computing the percentage beneficial ownership of a person, Class A common stock not outstanding and subject to options, warrants or other rights held by that person that are currently exercisable or vesting or exercisable or vesting within 60 days of January 31, 2023 are deemed outstanding for purposes of calculating the percentage ownership of that person, but are not deemed outstanding for computing the percentage ownership of any other person, except that 1,157,473 shares of our Class A common stock issuable upon vesting of RSUs which vest partly upon the completion of this offering, and then from April 2023 to April 2024, are deemed outstanding for the purpose of calculating the percentages of shares outstanding for the persons below. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person or entity named in the table below has sole voting and investment power with respect to all shares of Class A common stock or Class B common stock that he, she or it beneficially owns, subject to applicable community property laws.

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The following table assumes the underwriters’ option to purchase additional shares is not exercised.

Name and address of beneficial owner	Class A common stock beneficially owned (on a fully exchanged and converted basis)(1)								Class B common stock beneficially owned(1)								Combined common stock owned after this offering
	Before this offering				After this offering				Before this offering				After this offering
	Number		Percentage		Number		Percentage		Number		Percentage		Number		Percentage
Flex Ltd.(2)		119,047,619		82.00%		95,791,805		65.96%		119,047,619		92.43%		95,791,805		90.76%		65.96%
TPG Funds(3)		25,026,093		17.23%		25,026,093		17.23%		9,746,903		7.57%		9,746,903		9.24%		17.23%
Directors and Named Executive Officers		—		—%		—		—%		—		—%		—		—%		—%
Daniel Shugar(4)		39,892		*%		39,892		*%		—		—%		—		—%		*%
Howard Wenger(4)		24,642		*%		24,642		*%		—		—%		—		—%		*%
Bruce Ledesma(4)		24,642		*%		24,642		*%		—		—%		—		—%		*%
David Bennett(4)		11,607		*%		11,607		*%		—		—%		—		—%		*%
Nicholas (Marco) Miller(4)		13,214		*%		13,214		*%		—		—%		—		—%		*%
Léah Schlesinger(4)		11,607		*%		11,607		*%		—		—%		—		—%		*%
Christian Bauwens		—		—%		—		—%		—		—%		—		—%		—%
Charles Boynton		—		—%		—		—%		—		—%		—		—%		—%
Jonathan Coslet		—		—%		—		—%		—		—%		—		—%		—%
Michael Hartung		—		—%		—		—%		—		—%		—		—%		—%
Paul Lundstrom		—		—%		—		—%		—		—%		—		—%		—%
Steven Mandel		—		—%		—		—%		—		—%		—		—%		—%
Scott Offer		—		—%		—		—%		—		—%		—		—%		—%
Willy Shih(4)		3,288		*%		3,288		*%		—		—%		—		—%		*%
Rebecca Sidelinger		—		—%		—		—%		—		—%		—		—%		—%
William Watkins		—		—%		—		—%		—		—%		—		—%		—%
All directors and executive officers as a group (16 persons)		128,892		*%		128,892		*%		—		—%		—		—%		*%

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The following table assumes the underwriters’ option to purchase additional shares is exercised in full.

	Class A common stock beneficially owned (on a fully exchanged and converted basis)(1)								Class B common stock beneficially owned(1)								Combined common stock owned after this offering
Name and address of beneficial owner	Before this offering				After this offering				Before this offering				After this offering
	Number		Percentage		Number		Percentage		Number		Percentage		Number		Percentage
Flex Ltd.(2)		119,047,619		82.00%		92,303,433		63.56%		119,047,619		92.43%		92,303,433		90.45%		63.56%
TPG Funds(3)		25,026,093		17.23%		25,026,093		17.23%		9,746,903		7.57%		9,746,903		9.55%		17.23%
Directors and Named Executive Officers		—		—%		—		—%		—		—%		—		—%		—%
Daniel Shugar(4)		39,892		*%		39,892		*%		—		—%		—		—%		*%
Howard Wenger(4)		24,642		*%		24,642		*%		—		—%		—		—%		*%
Bruce Ledesma(4)		24,642		*%		24,642		*%		—		—%		—		—%		*%
David Bennett(4)		11,607		*%		11,607		*%		—		—%		—		—%		*%
Nicholas (Marco) Miller(4)		13,214		*%		13,214		*%		—		—%		—		—%		*%
Léah Schlesinger(4)		11,607		*%		11,607		*%		—		—%		—		—%		*%
Christian Bauwens		—		—%		—		—%		—		—%		—		—%		—%
Charles Boynton		—		—%		—		—%		—		—%		—		—%		—%
Jonathan Coslet		—		—%		—		—%		—		—%		—		—%		—%
Michael Hartung		—		—%		—		—%		—		—%		—		—%		—%
Paul Lundstrom		—		—%		—		—%		—		—%		—		—%		—%
Steven Mandel		—		—%		—		—%		—		—%		—		—%		—%
Scott Offer		—		—%		—		—%		—		—%		—		—%		—%
Willy Shih(4)		3,288		*%		3,288		*%		—		—%		—		—%		—%
Rebecca Sidelinger		—		—%		—		—%		—		—%		—		—%		*%
William Watkins		—		—%		—		—%		—		—%		—		—%		—%
All directors and executive officers as a group (16 persons)		128,892		*%		128,892		*%		—		—%		—		—%		*%

* Indicates beneficial ownership of less than 1% of the outstanding shares of our Class A common stock.

(1) Our Class B common stock does not have any of the economic rights (including rights to dividends and distributions upon liquidation) associated with our Class A common stock. Each LLC Common Unit and share of Class B common stock is exchangeable into a share of Class A common stock.

(2) Before this offering and after the Transactions, consists of (i) 104,761,905 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma and (ii) 14,285,714 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma Sub. After this offering and after the Transactions and assuming no exercise by the underwriters of their option to purchase additional shares and our purchase of 23,255,814 LLC Common Units from Yuma using the net proceeds from this offering and the cancellation of an equivalent number of shares of Class B common stock, consists of (i) 81,506,091 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma and (ii) 14,285,714 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma Sub. After this offering and after the Transactions and assuming the underwriters’ option to purchase additional shares is exercised in full and our purchase of 26,744,186 LLC Common Units from Yuma using the net proceeds from this offering and the cancellation of an equivalent number of shares of Class B common stock, consists of (i) 78,017,719 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma and (ii) 14,285,714 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) held by Yuma Sub. The sole stockholder of Yuma Sub is Yuma. The sole stockholder of Yuma is Flextronics International USA, Inc., a subsidiary of Flex Ltd. The address of Flex Ltd. is 2 Changi South Lane, Singapore 486123.

(3) Consists of (i) 9,746,903 LLC Common Units (and an equivalent number of shares of Class B common stock that will be issued in connection with the Transactions) directly held by TPG Rise Flash, L.P., a Delaware limited partnership, (ii) 1,272,376 shares of Class A common stock directly held by TPG Rise Climate Flash CI BDH, L.P., a Delaware limited Partnership, (iii) 12,331,420 shares of Class A common stock directly held by TPG Rise Climate BDH, L.P., a Delaware limited partnership, and (iv) 1,675,394 shares of Class A common stock directly held by The Rise Fund II BDH, L.P., a Delaware limited partnership (together with TPG Rise Flash, L.P., TPG Rise Climate Flash CI BDH, L.P. and TPG Rise Climate BDH, L.P., the “TPG Funds”). The general partner of each of TPG Rise Flash, L.P., TPG Rise Climate Flash CI BDH, L.P. and TPG Rise Climate BDH, L.P. is TPG Rise Climate DE AIV SPV GP, LLC, a Delaware limited liability company, whose sole member is TPG Rise Climate DE AIV GenPar, L.P., a Delaware limited partnership, whose general partner is TPG Rise Climate DE AIV GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group II, L.P., a Delaware limited partnership. The general partner of The Rise Fund II BDH, L.P. is The Rise Fund II DE AIV SPV GP, LLC, a Delaware limited liability company, whose sole member is The Rise Fund II DE AIV GenPar, L.P., a Delaware limited partnership, whose general partner is The Rise Fund II DE AIV GenPar Advisors, LLC, a Delaware limited liability company, whose sole member is TPG Operating Group II, L.P. The general partner of TPG Operating Group II, L.P. is TPG Holdings II-A, LLC, a Delaware limited liability company, whose sole member is TPG GPCo, LLC, a Delaware limited liability company, whose managing member is TPG Inc., a Delaware corporation, whose shares of Class B common stock (which represent a majority of the combined voting

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power of the common stock) are held by TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, whose managing member is TPG GP A, LLC, a Delaware limited liability company, which is owned by entities owned by David Bonderman, James G. Coulter and Jon Winkelried. Messrs. Bonderman, Coulter and Winkelried may therefore be deemed to beneficially own the securities directly held by the TPG Funds. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the securities directly held by the TPG Funds except to the extent of their pecuniary interest therein. The address of each of TPG GP A, LLC and Messrs. Bonderman, Coulter and Winkelried is 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.

(4) Consists of shares of Class A common stock to be issued pursuant to RSUs for which the time-based vesting condition will be met within 60 days of January 31, 2023.

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Certain relationships and related party transactions

The following is a summary of transactions to which we are a party in which the amount involved exceeded or exceeds $120,000 in any fiscal year since April 2019 and in which any of our directors, executive officers, holders of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under the sections entitled “Compensation discussion and analysis” and “Management—New director compensation program.”

The Transactions

In connection with the Transactions, we will engage in certain transactions with certain of our directors, executive officers and other persons and entities which are or will become holders of 5% or more of our voting securities upon the consummation of the Transactions, as described below. The Transactions are described in the section entitled “Our organizational structure.”

Agreements with Flex

Following the Transactions and this offering, we and Flex will operate separately, each as a public company. We have entered into a separation agreement with Flex, which is referred to in this prospectus as the “separation agreement.” We have or will also enter into various other agreements to effect the separation and provide a framework for our relationship with Flex after the separation, including a transition services agreement, an employee matters agreement and a registration rights agreement. These agreements provide for the allocation between us and Flex of Flex’s employees, liabilities and obligations attributable to periods prior to, at and after our separation from Flex and will govern certain relationships between us and Flex after the separation.

The following summaries of each of the agreements are qualified in their entireties by reference to the full text of the applicable agreements which are filed as exhibits to the registration statement of which this prospectus forms a part.

The separation agreement

We and the LLC entered into a separation agreement with Flex on February 1, 2022. The separation agreement sets forth our agreements with Flex regarding the principal actions to be taken in connection with the separation. It also sets forth other agreements that govern certain aspects of our relationship with Flex following the separation and this offering.

Transfer of assets and assumption of liabilities

The separation agreement identifies assets to be transferred, liabilities to be assumed and contracts to be assigned to each of Flex and us as part of the internal reorganization transaction described herein, and describes when and how these transfers, assumptions and assignments will occur, though many of the transfers, assumptions and assignments have already occurred prior to the parties’ entering into the separation agreement. The separation agreement provides for those transfers of assets and assumptions of liabilities that are necessary in connection with the separation so that we and Flex retain the assets necessary to operate our respective businesses and retain or assume the liabilities allocated in accordance with the separation. The separation agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between us and Flex. In particular, the separation agreement provides that, subject to the terms and conditions contained in the separation agreement:

• “Nextracker Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of our subsidiaries, assets reflected on our pro forma balance sheet and assets primarily relating to our

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business (or in the case of intellectual property, (i) primarily relating to or used in our business or (ii) created by our employees and not primarily relating to Flex’s business) will be retained by or transferred to us or one of our subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

• “Nextracker Liabilities” (as defined in the separation agreement), including, but not limited to, the following will be retained by or transferred to us or one of our subsidiaries:

• all liabilities including taxes (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent related to, arising out of or resulting from our business;

• any and all “Nextracker Environmental Liabilities” (as defined in the separation agreement);

• as further described in and subject to the employee matters agreement and transition services agreement, any and all liabilities to the extent relating to, or arising out of or resulting from the employment of any employees of Flex or its subsidiaries who are providing services to us or our subsidiaries pending the transfer of employment of such employees to us or our subsidiaries;

• liabilities (whether accrued, contingent or otherwise) reflected on our pro forma balance sheet;

• liabilities (whether accrued, contingent or otherwise) relating to, arising out of, or resulting from, any infringement, misappropriation or other violation of any intellectual property of any other person related to the conduct of our business;

• any product liability claims or other claims of third parties to the extent relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by our business;

• liabilities relating to, arising out of, or resulting from any indebtedness of any subsidiary of ours or any indebtedness secured exclusively by any of our assets;

• liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any form, registration statement, schedule or similar disclosure document filed or furnished with the SEC, to the extent the liability arising therefrom related to matters related to our business;

• all other liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from disclosure documents filed or furnished with the SEC that are related to the separation (including the registration statement of which this prospectus is a part, and this prospectus); and

• all assets and liabilities (whether accrued, contingent or otherwise) of Flex will be retained by or transferred to Flex or one of its subsidiaries (other than us or one of our subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that will result in us retaining or assuming certain other specified liabilities.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets are transferred on an “as is,” “where is” basis and the respective transferees bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with. In general, neither we nor Flex make any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in this prospectus with respect to the assets and liabilities of the parties following the Transactions is presented based on the allocation of such assets and liabilities under the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations to be assumed by one party or for which one party will have an indemnification obligation under the separation agreement and the other agreements

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relating to the separation may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Cash distribution

As described in the section entitled “Use of proceeds,” net proceeds from this offering will be paid to Yuma as consideration for Yuma’s transfer to us of 23,255,814 LLC Common Units (or 26,744,186 LLC Common Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock) at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discount and estimated offering expenses. See the section entitled “Use of proceeds.”

Further assurances; separation of guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement have not been consummated on or prior to the date of this offering, the parties agree to cooperate with each other and use commercially reasonable efforts to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party agrees to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation agreement and other transaction agreements. Additionally, we and Flex have agreed to reasonably cooperate and use commercially reasonable efforts to remove us and our subsidiaries as a guarantor of liabilities (including letters of credit, outstanding guarantees and similar credit support) retained by Flex and its subsidiaries and to remove Flex and its subsidiaries as a guarantor of liabilities (including letters of credit, outstanding guarantees and similar credit support) to be assumed by us. From and after the time as Flex or its subsidiaries no longer beneficially own 50% or more of our and our subsidiaries’ capital stock and we are no longer consolidated into Flex’s financial statements, if any guarantee or credit support instrument provided by Flex or its subsidiaries remains outstanding as of that time, then we shall provide Flex or its subsidiaries adequate collateral in form and substance reasonably satisfactory to Flex and in such amounts, the effect of which is to fully offset any liability under GAAP of Flex or any of its subsidiaries with respect to such guaranty or credit support instrument that remains outstanding as of that time.

Shared contracts

Certain shared contracts were to be assigned or amended to facilitate the separation of our business from Flex. If such contracts were not able to be assigned or amended, the parties were required to take reasonable actions to cause the appropriate party to receive the benefit of the contract for a specified period of time after the separation.

Release of claims and indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party released and forever discharged the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the separation agreement.

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The separation agreement provides for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation agreement with us and financial responsibility for the obligations and liabilities allocated to Flex under the separation agreement with Flex. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees and agents for any losses arising out of or due to:

• the liabilities or alleged liabilities the indemnifying party assumed or retained pursuant to the separation agreement;

• the assets the indemnifying party assumed or retained pursuant to the separation agreement;

• the operation of the indemnifying party’s business, whether arising prior to, at, or after this offering; and

• any breach by the indemnifying party of any provision of the separation agreement or any other agreement unless such other agreement expressly provides for separate indemnification therein.

Each party’s aforementioned indemnification obligations are uncapped; provided that the amount of each party’s indemnification obligations will be subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The separation agreement also specifies procedures with respect to claims subject to indemnification and related matters.

Legal matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement assumes the liability for, and control of, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Insurance matters

We will continue to be covered under Flex’s existing insurance policies until such time as Flex and its affiliates hold 50% or less of our and our subsidiaries’ outstanding capital stock, subject to certain exceptions. After that time, we will arrange for our own insurance policies and will no longer seek benefit from any of Flex’s or its affiliates’ insurance policies that may provide coverage for claims relating to our business prior to the date on which we obtain our own insurance coverage. The separation agreement contains procedures for the administration of insured claims and allocates the right to claim coverage and control over the prosecution and defense of claims between us and Flex.

Subsequent distribution or dispositions

Distribution or Other Dispositions

The separation agreement provides that Flex may, in its sole discretion, determine: (i) whether to proceed with all or part of Distribution or Other Disposition, whether directly or through a distribution or disposition of the stock of Yuma, which directly or indirectly holds Flex’s beneficial interest in the LLC; and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, the separation agreement provides that in the event that Flex determines to proceed with any Distribution or Other Disposition, Flex may at any time and from time to time until the completion of such Distribution or Other Disposition abandon, modify or change any or all of the terms of such Distribution or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of such Distribution or Other Disposition. The separation agreement also provides that upon Flex’s request, we and the LLC will cooperate with Flex in all respects to accomplish the

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Distribution or Other Disposition and will, at Flex’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including the registration under the Securities Act of the offering of our Class A common stock on an appropriate registration form or forms to be designated by Flex and the filing of any necessary documents pursuant to the Exchange Act.

Merger Agreement

In addition to our obligations with respect to any Distribution or Other Disposition, the separation agreement provides Flex with the right, exercisable at any time following this offering, to require us, following any dividend or distribution of the equity of Yuma to the holders of ordinary Flex shares, to, at Flex’s option, effect a merger of Yuma with a wholly-owned subsidiary of ours, with Yuma surviving as a wholly owned subsidiary of ours in a tax-free transaction under Section 368(a) of the Code. We have further agreed under the separation agreement to, at Flex’s request, at any time whether before or after this offering, fully cooperate with the Flex to submit an agreement and plan of merger to effect such merger for approval by our board of directors and stockholders and the board of directors and stockholders of such subsidiary, to the extent required under Delaware law, and cause such agreement and plan of merger to be executed and delivered by our authorized officers and the authorized officers of such subsidiary, and take all other actions reasonably necessary to adopt and approve such agreement and plan of merger, to be operative when and if Flex so elects to effect such merger following this offering.

As a result, prior to this offering, we, Flex, Yuma and Merger Sub, have entered into the merger agreement, pursuant to which, among other matters, Flex will have the right but not the obligation, to effect the Merger. The Merger would, on the terms and subject to the conditions set forth in the merger agreement, be effected immediately following the Merger Distribution, with such stock of Yuma being exchanged for shares of our Class A common stock in the Merger. The number of shares of our Class A common stock that would be issued to Yuma stockholders in the Merger would equal the number of shares of Class A common stock then held directly or indirectly by Yuma and its subsidiaries (assuming for such purposes that all LLC Units and shares of Class B common stock held directly or indirectly by Yuma and its subsidiaries have been exchanged for shares of Class A common stock as of immediately prior to the Merger pursuant to and in accordance with the Exchange Agreement).

Prior to this offering, we and each of Flex, Yuma and Merger Sub, and our stockholders and the stockholders of each of Yuma and Merger Sub, have approved the merger agreement and the transactions contemplated by the merger agreement, including the Merger. As a result, our stockholders following this offering will have no right to approve or disapprove of the Merger or the other transactions contemplated by the merger agreement or the issuance of shares of our Class A common stock to the holders of Yuma common stock in connection with the Merger. Further, our stockholders following this offering will have no right to appraisal under Section 262 of the DGCL or otherwise in connection with the Merger or the other transactions contemplated by the merger agreement.

Tax Matters Agreement

If Flex undertakes a spin-off transaction (including the Merger Distribution and the Merger contemplated by the merger agreement), Flex, Yuma and Nextracker Inc. will enter into a tax matters agreement which will govern the rights, responsibilities and obligations of Flex, Yuma and Nextracker Inc. with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the spin-off transaction), tax attributes, tax returns, tax contests and certain other tax matters. You will not have the right to approve the structure pursuant to which Flex may undertake any ultimate distribution of its retained beneficial interest in the LLC or the terms of the tax matters agreement between Flex, Yuma and Nextracker Inc.

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If Flex undertakes the Merger Distribution, the merger agreement provides that we will enter into a tax matters agreement with Flex and Yuma as of immediately prior to the Merger Distribution, substantially in the form attached as Exhibit C to the merger agreement, which will govern the rights, responsibilities and obligations of Flex, Yuma and us with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the Merger Distribution and the Merger), tax attributes, tax returns, tax contests and certain other tax matters.

Under the tax matters agreement, Yuma will be liable for any taxes that are reportable on returns that include only Yuma and/or its subsidiaries (but not Flex or any of its subsidiaries) for all tax periods whether before or after the completion of this offering. Yuma will also be liable for any taxes that are attributable to the Nextracker business, as reasonably determined by Flex, that are reportable on returns that include Yuma and/or its subsidiaries, on the one hand, and Flex and/or its subsidiaries, on the other hand, for any taxable period (or portion thereof) beginning after the date of the spin-off transaction. Notwithstanding the foregoing, Yuma and Flex will each be liable for 50% of certain transfer taxes attributable to the spin-off transaction (including the Merger Distribution and the Merger). Yuma and Flex will each be entitled to any tax refund in respect of taxes for which it is liable under the tax matters agreement.

The tax matters agreement provides that Yuma will be responsible for preparing and filing all tax returns that include only Yuma and/or its subsidiaries (but not Flex or any of its subsidiaries) for all tax periods whether before or after the completion of the spin-off transaction. Flex will be responsible for preparing and filing (i) all tax returns that include only Flex and/or its subsidiaries (but not Yuma or any of its subsidiaries), and (ii) all tax returns that include Yuma and/or its subsidiaries, on the one hand, and Flex and/or its subsidiaries, on the other hand, in each case, for all tax periods whether before or after the completion of the spin-off transaction. The tax matters agreement confers certain other rights and obligations upon Yuma and Flex with respect to tax returns, such as (i) the right to review a tax return prepared by one party that would reasonably be expected to materially adversely affect the tax position of the other party and (ii) the obligation to cooperate with one another with respect to the preparation and filing of tax returns.

In the event that either Yuma or Flex receives a written communication with respect to a pending or threatened tax contest (such as a dispute with the Internal Revenue Service or another tax authority) for which the other party may be liable pursuant to the tax matters agreement, the party in receipt of such communication must notify the other party of such tax contest. If the tax contest relates to a tax return that includes only Yuma and/or its subsidiaries (but not Flex or any of its subsidiaries), then Yuma will have sole control over such tax contest. If the tax contest relates to a tax return that includes Yuma and/or its subsidiaries, on the one hand, and Flex and/or its subsidiaries, on the other hand, then Flex will have sole control over such tax contest.

Yuma generally will be responsible for specified taxes and related amounts imposed on Flex or Yuma (or their respective subsidiaries) that arise from the failure of the spin-off transaction (including the Merger Distribution and the Merger) to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code. Such taxes and related amounts could be material and the tax matters agreement will generally require Yuma (on behalf of itself or Nextracker Inc., as applicable) to bear such taxes and related amounts to the extent that the failure to so qualify is attributable to, among other things, (i) a breach of the relevant representations and covenants made by Yuma or Nextracker Inc. in the tax matters agreement or any representation letter provided in support of any tax opinion or ruling obtained by Flex with respect to the U.S. federal income tax treatment of such spin-off or (ii) certain actions or failures to act by Yuma or Nextracker Inc. (or their respective subsidiaries) that result in the spin-off transaction failing to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code. Because Yuma would merge with a wholly owned subsidiary of Nextracker Inc., among other possible transactions, the obligations of Yuma under the tax matters agreement will become direct or indirect obligations of Nextracker Inc. and this may adversely affect our business, result of operations, financial condition and prospects.

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Flex and Yuma will also agree to make a protective election under Section 336(e) of the Code with respect to the spin-off transaction and take necessary actions to effect such election, unless such election results in a material adverse tax consequence to Flex or its subsidiaries (compared to the consequences that would have resulted if no such election was made) in which case the election would only be made as directed by Flex in its sole discretion. If an election under Section 336(e) is made, the spin-off transaction fails to qualify for tax-free treatment, and the resulting taxes are considered liabilities of Flex, then Flex will be entitled to periodic payments from Yuma equal to 85% of the tax savings arising from the step-up in tax basis resulting from the election. The parties to the tax matters agreement will negotiate in good faith the terms of a tax receivable agreement that are substantially similar to the Tax Receivable Agreement to govern the calculation and making of such payments, provided that any such tax savings resulting from the election under Section 336(e) of the Code will be treated as the last items claimed for the taxable year.

To preserve the tax-free treatment of any such spin-off by Flex, the tax matters agreement would, among other restrictions, restrict Yuma and Nextracker Inc. (and their respective subsidiaries), for the two-year period following the spin-off, except in specific circumstances, from: (i) entering into any transaction pursuant to which Yuma or Nextracker Inc. stock would be acquired (with certain exceptions), (ii) merging, consolidating or liquidating either Yuma or Nextracker Inc., other than through the Merger, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of Yuma or Nextracker Inc. stock, (vi) taking or failing to take any other action that would reasonably be expected to result in the spin-off transaction failing to qualify for tax-free treatment under Section 368(a) or Section 355 of the Code, (vii) ceasing to engage in any active trade or business as defined in the Code, or (viii) facilitating or otherwise participating in any acquisition of Nextracker Inc. stock that would result in a shareholder owning directly or indirectly 5% or more of outstanding Nextracker Inc. stock. These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our stockholders or that might increase the value of our business.

Under the tax matters agreement, Flex may, in its sole discretion and under its sole control, seek a ruling from the Internal Revenue Service or an opinion from its tax advisor with respect to the qualification of the spin-off transaction for tax-free treatment under Section 368(a) or Section 355 of the Code. Yuma and Nextracker Inc. will be required to reasonably cooperate with any such matter.

General

Flex has no obligation (pursuant to the merger agreement or otherwise) to pursue or consummate any further distribution or disposition of its retained beneficial interest in the LLC, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, by any specified date or at all. If pursued, any such distribution or disposition would be subject to various conditions, including receipt of any necessary regulatory or other approvals, the existence of satisfactory market conditions and, if pursued, the Merger would be subject to the conditions set forth in the merger agreement (see the section entitled “Certain relationships and related party transactions—merger agreement” for additional detail regarding the conditions to the closing of the Merger set forth in the merger agreement).

The conditions to any such distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, may not be satisfied. Flex may decide not to consummate any distribution or disposition, including by means of a Distribution or Other Disposition or the Merger Distribution and the Merger, even if the conditions thereto are satisfied or Flex may decide to waive one or more of these conditions and consummate such a distribution or disposition, even if all of the conditions thereto are not satisfied.

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Accordingly, we have no certainty when such transactions (and the effectiveness of our related obligations under the separation agreement and the merger agreement) will occur following this offering or if they will occur at all.

Board and committee representation

Flex has the right, but not the obligation, to nominate (a) a majority of our directors, and to designate the chairman of our board of directors as long as Flex beneficially owns 50% or more of the combined voting power of our outstanding common stock, (b) 40% of our directors, as long as Flex beneficially owns 40% or more, but less than 50% of the combined voting power of our outstanding common stock, (c) 40% of our directors, as long as Flex beneficially owns 30% or more, but less than 40% of the combined voting power of our outstanding common stock, (d) 30% of our directors, as long as Flex beneficially owns 20% or more, but less than 30% of the combined voting power of our outstanding common stock, and (e) 20% of our directors, as long as Flex beneficially owns 10% or more, but less than 20% of the combined voting power of our outstanding common stock.

For so long as Flex beneficially owns more than 50% of the combined voting power of our outstanding common stock, Flex’s designees will comprise a majority of each committee (so long as the Flex designees comply with the applicable director independence requirements under applicable law, after taking into account all “controlled company” exemptions under the rules of the applicable stock exchange). In addition, for so long as Flex beneficially owns less than a majority but at least 5% of the total voting power of our outstanding common stock, Flex is entitled to include at least one of its designees on each committee of the board.

Flex will have the right, for so long as Flex beneficially owns 5% or more of our outstanding common stock and none of Flex’s designees are serving on our board of directors, to inspect and review our books and records and to discuss the affairs, finances and condition of the Company with the officers of the Company. In addition, Flex will be granted access to our auditors, directors and officers and quarterly financial reports. Finally, Flex will have the right to receive copies of all materials provided to our board of directors and its committees, access to our officers and directors for consultation with respect to the business and affairs of the Company, subject to certain exceptions, information with respect to certain corporate actions and the right to consult in advance with us with respect to such actions, and access to budgets and periodic information packages relating to our operations and cash flows.

Financial reporting covenants

We have agreed to comply with certain covenants relating to our financial reporting for so long as Flex is required to consolidate our results of operations and financial position or to account for its investment in us under the equity method of accounting. These covenants include, among others, covenants regarding:

• delivery or supply of monthly, quarterly and annual financial information and annual budgets and financial projections to Flex;

• conformity with Flex’s financial presentation and accounting policies;

• disclosure of information about our financial controls to Flex;

• provision to Flex of access to our auditors and certain books and records related to internal accounting controls or operations;

• cooperation with Flex to the extent requested by Flex in the preparation of Flex’s public filings and press releases; and

• provision to Flex of advance copies of our regular annual or quarterly earnings release or any financial guidance for a current or future period and substantially final drafts of our press releases and other public statements concerning any matters that could be reasonably likely to have a material financial impact on our or our subsidaries’ earnings, results of operations, financial condition or prospects.

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Additional covenants

We have agreed that for so long as Flex beneficially owns a majority of the total voting power of our then outstanding shares with respect to the election of directors, we will not take the following actions (among others) without Flex’s prior written consent:

• take any action that would restrict Flex’s ability to transfer its shares of our common stock or limit the rights of Flex as a stockholder of ours in a manner not applicable to our stockholders generally;

• issue any of our shares or equity in our subsidiaries (but may issue up to 12,857,143 shares of our Class A common stock in connection with equity awards granted pursuant to our compensation plans); provided that no issuance of our shares may result in Flex beneficially owning less than a majority of our outstanding shares of common stock (on a fully diluted basis) with respect to the election of directors;

• pay or declare any dividend or other distribution on any of our shares of common stock or equity in our subsidiaries;

• merge or consolidate with or into any other entity, or transfer all or substantially all of our subsidiaries’ assets, taken as a whole, to another entity, or undertake any transaction that would constitute a “change of control” as defined in our or our subsidiaries’ debt agreements;

• enter into any negotiations, agreements or arrangements (other than a distribution or other disposition or exchanges pursuant to the Exchange Agreement) that could reasonably expected to result in Yuma owning directly or indirectly less than 51% of the LLC Units;

• acquire or dispose of (i) any properties or assets outside the ordinary course of business or (ii) any equity interests in a single or a series of related transactions;

• acquire or dispose of any properties or assets in the ordinary course of business consistent with past practices aggregating to $15 million or more during a calendar year;

• hire or terminate any executive officer of the Company or designate any new executive officer of the Company;

• amend our amended and restated certificate of incorporation and bylaws, or our subsidiaries’ organizational documents, in a manner that adversely affects Flex or any subsidiary of Flex;

• change the size of our board of directors; and

• to the extent that Flex is a party to any contracts that provide that certain actions or inactions of Flex affiliates may result in Flex being in breach of such contracts, we may not take any actions that reasonably could result in Flex being in breach of such contracts.

In addition, prior to the date on which Flex ceases to beneficially own a majority of the total voting power of our then outstanding shares with respect to the election of directors, we are required to consistently implement and maintain Flex’s business practices and standards in accordance with Flex’s policies and procedures (but may apply materiality thresholds lower than those contained in Flex’s policies and procedures), and we are required to take certain actions to comply with anti-corruption law (including to maintain a compliance and ethics program reasonably equivalent to Flex’s compliance and ethics program).

Pursuant to the separation agreement, for so long as Flex owns at least 20% of our then outstanding shares of common stock, Flex may transfer all or any portion of its rights relating to the financial reporting and additional covenants and certain other rights under the separation agreement described above so long as the transferee would hold at least 10% of our then outstanding shares of common stock.

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No restriction on competition

None of the provisions of the separation agreement includes any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

No hire and no solicitation

Subject to customary exceptions, neither we nor Flex will, without the consent of the other party, recruit or solicit an employee of the other party or its subsidiaries for a period of 12 months following the date of this offering.

Corporate opportunities

For so long as Flex beneficially owns at least 10% of the total voting power of our outstanding shares with respect to the election of directors or has any directors, officers or employees who serve on our board of directors, our board of directors will renounce any interest or expectancy of ours in any corporate opportunities that are presented to Flex or any of its directors, officers or employees in accordance with Section 122(17) of the Delaware General Corporation Law.

Dispute resolution

If a dispute arises between us and Flex under the separation agreement, we and Flex will negotiate to resolve any disputes for a reasonable period of time.

Term/termination

The term of the separation agreement is indefinite and it may only be terminated or amended with the prior written consent of both Flex and us.

Separation costs

Except as expressly set forth in the separation agreement or in any ancillary agreement, all costs and expenses incurred by us or our subsidiaries or Flex or any subsidiary of Flex, that Flex determines, in its reasonable discretion, were incurred in connection with, or as required by, the preparation, execution, delivery and implementation of the separation agreement, any ancillary agreement, this offering or the consummation of the internal reorganization transaction described herein will be borne and paid by us.

Treatment of intercompany loans and advances

All loans and advances between Flex or any subsidiary of Flex (other than us and our subsidiaries), on the one hand, and us or any of our subsidiaries, on the other hand, have been terminated other than certain loans and advances that are scheduled to the separation agreement to remain outstanding following the separation.

Other matters governed by the separation agreement

Other matters governed by the separation agreement include confidentiality and access to and provision of records.

Transition services agreement

We and the LLC entered into a transition services agreement with FIUI on February 1, 2022, pursuant to which FIUI and its subsidiaries will provide us and our subsidiaries with various services. The charges for transition services are generally calculated to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the service.

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The transition services agreement terminates on the expiration of the term of the last service provided under it, unless earlier terminated by either party under certain circumstances, including in the event of an uncured material breach by the other party. Pursuant to an amendment to the transition services agreement effective February 1, 2023, the term for the services continues through January 2024. We can generally terminate any individual service prior to the scheduled expiration date, subject to a minimum notice period of 30 days.

Employee matters agreement

We and the LLC entered into an employee matters agreement with Flex that governs our and Flex’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

Outstanding Flex awards and plans

The employee matters agreement provides for the treatment of outstanding Flex equity awards held by our employees upon completion of a subsequent distribution or disposition of Flex’s retained beneficial interest in the LLC (if pursued). Under the terms of the employee matters agreement, at the time of such distribution, we will assume outstanding options, RSUs and PSUs granted to our employees pursuant to the 2017 Plan (or other applicable equity incentive plan of Flex), which will be converted into options, RSUs and PSUs to purchase or receive an adjusted number of shares of our Class A common stock pursuant to the LTIP (or other applicable equity incentive plan of Nextracker). Pursuant to such terms, the converted PSUs will remain subject to time-based vesting conditions, but all pre-existing performance-based vesting conditions will be determined immediately prior to such distribution and be based on the performance-based vesting conditions that applied to such PSUs at such time. The employee matters agreement also sets forth (i) the general periods during which our employees may continue to participate in benefit plans sponsored or maintained by Flex, and (ii) the related timing for when our employees will commence participation in our respective benefit plans.

General matters

The employee matters agreement also sets forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

Term and termination

The term of the employee matters agreement is indefinite and may only be terminated or amended with the prior written consent of both Flex and us.

Registration rights agreement

Prior to or concurrently with the completion of this offering, we will enter into a registration rights agreement with Yuma, Yuma Sub and TPG (together with their permitted transferees, the “selling stockholders”) pursuant to which we will grant the selling stockholders certain registration rights with respect to any of our Class A common stock owned by them (including upon exchange of LLC Common Units and shares of Class B common stock held by them).

Demand and shelf registration

The selling stockholders will be able to request registration under the Securities Act of all or any portion of our shares covered by the agreement, and we will be obligated to register such shares as requested by the selling

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stockholders, subject to limitations on minimum offering size and certain other limited exceptions. We are not required to honor any of these demand registrations if we have effected a registration within the preceding 75 days. The selling stockholders will be able to designate the terms of each offering effected pursuant to a demand registration, which may take any form, including a shelf registration.

Additionally, the selling stockholders are entitled to shelf registration rights whereby, once we are eligible to file a registration statement on Form S-3, the selling stockholders may request that we file a shelf registration statement and have such shelf registration statement declared effective to register the sale of all or a portion of such selling stockholder’s registrable securities.

Piggy-back registration

If we at any time intend to file on our behalf or on behalf of any of our other security holders a registration statement in connection with a public offering of any of our securities on a form and in a manner that would permit the registration for offer and sale of our Class A common stock, the selling stockholders will have the right to include their shares of our Class A common stock in that offering subject to certain exceptions including underwriter cutback provisions.

Registration expenses and procedures

We will be generally responsible for all expenses in connection with the performance of our obligations under the registration rights provisions in the registration rights agreement. The selling stockholders are responsible for any applicable underwriting discounts, commissions or fees, and any stock transfer taxes and fees and expenses of any persons retained by them. The registration rights are subject to customary restrictions and, if a registration is underwritten, any limitations on the number of shares to be included in the underwritten offering as reasonably advised by the managing underwriter.

Indemnification

Generally, the agreement will contain indemnification and contribution provisions by us for the benefit of selling stockholders and their affiliates and, in limited situations, by each selling stockholder for the benefit of us and our controlled affiliates with respect to the information provided by such selling stockholder included in any registration statement, prospectus or related document.

Transfer

If a selling stockholder transfers shares covered by the agreement, it will be able to transfer the benefits of the registration rights agreement to such transferees, provided that each transferee agrees to be bound by the terms of the registration rights agreement.

Term

The registration rights will remain in effect with respect to any shares covered by the agreement held or beneficially owned by selling stockholders and their permitted transferees until:

• such shares have been sold pursuant to an effective registration statement under the Securities Act;

• such shares have been sold pursuant to Rule 144 or Rule 145 under the Securities Act;

• such selling stockholder and its affiliates hold or beneficially own less than 1% of the then issued and outstanding shares of Class A common stock and such shares may be sold pursuant to Rule 144 under the Securities Act without being subject to the manner of sale and volume limitations in such rule;

• such shares cease to be outstanding; or

• such shares have been otherwise transferred, do not bear a legend restricting transfer and may be publicly resold without registration under the Securities Act and without being subject to any volume limitations or manner of sale restrictions under Rule 144.

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Other related party agreements

Merger agreement

We have entered into the merger agreement with Flex, Yuma and Merger Sub. Pursuant to the merger agreement, among other matters, at any time following this offering, Flex will have the right but not the obligation, to effect a merger of Yuma with Merger Sub, with Yuma surviving the merger as our wholly-owned subsidiary, in a transaction intended to qualify for tax-free treatment under Section 368(a) of the Code.

Merger Notice

The effectiveness of our obligations under the merger agreement are subject to Flex’s delivery of a written notice to us that Flex has determined to exercise its right to effect the Merger, which Flex may deliver in its sole discretion at any time following this offering. However, at any time following delivery of such notice and prior to the consummation of the Merger, Flex, in its sole discretion, may rescind such notice, whereafter the merger agreement would remain in full force and effect. The merger agreement further provides Flex the right to deliver a subsequent notice to us to effect the Merger and the other transactions contemplated by the merger agreement, whereupon our obligations under the merger agreement would recommence in full.

Merger Distribution

The merger agreement provides Flex the option, at any time following this offering and in its sole discretion, to effect (i) the distribution, including by means of a series of distributions, to the holders of record of ordinary Flex shares, one share of Yuma common stock for each ordinary Flex share held by each such holder at the applicable distribution record date, or (ii) any other distribution or series of distributions of Yuma common stock to the holders of ordinary Flex shares as determined by Flex in its sole discretion. Under the merger agreement, Flex is entitled to establish the timing of the record date and closing date for such distribution at any time prior to the consummation of the Merger and determine whether to effect such distribution at all, in each case, in its sole discretion.

Merger

The Merger would, on the terms and subject to the conditions set forth in the merger agreement (including Flex exercising its option to effect the Merger and the other transactions contemplated by the merger agreement), be effected immediately following the Merger Distribution, with such stock of Yuma being exchanged for shares of our Class A common stock in the Merger. The number of shares of our Class A common stock that would be issued to Yuma stockholders in the Merger would equal the number of shares of Class A common stock then held directly or indirectly by Yuma and its subsidiaries (assuming for such purposes that all LLC Units and shares of Class B common stock held directly or indirectly by Yuma and its subsidiaries have been exchanged for shares of Class A common stock as of immediately prior to the Merger pursuant to and in accordance with the Exchange Agreement).

Representations and Warranties

The merger agreement contains customary representations and warranties with respect to us, Flex, Yuma and Merger Sub, including with respect to the requisite approvals of each party and its stockholders in connection with the Merger and the other transactions contemplated by the merger agreement. Prior to this offering, each of us, Flex, Yuma and Merger Sub, and the stockholders of each of us, Yuma and Merger Sub, have approved the merger agreement and the transactions contemplated by the merger agreement, including the Merger.

Covenants

The merger agreement contains customary covenants from us, Flex, Yuma and Merger Sub, including with respect to the necessary consents and authorizations to effect the Merger and the other transactions

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contemplated by the merger agreement, the preparation and delivery of the proxy statement with respect to the Flex shareholder meeting with respect to the approval of the Merger Distribution, the registration of shares of our Class A common stock issuable to the holders of Yuma common stock in connection with the Merger and the preparation and filing of the registration statement with respect thereto, and the calling of the Flex shareholder meeting with respect to the approval of the Merger Distribution.

Conditions

Consummation of the Merger is subject to the fulfillment, on or prior to the closing of the Merger, of various conditions (any or all of which may be waived in whole or in part to the extent permitted by applicable law), including:

• Flex exercising (and not rescinding) its option to effect the Merger;

• the effectiveness of the registration statement with respect to the shares of our Class A common stock issuable to the holders of Yuma common stock in connection with the Merger;

• no governmental entity having 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 contemplated by the merger agreement;

• the approval of the Merger Distribution by the holders of ordinary Flex shares;

• the completion of the Merger Distribution;

• the filing with Nasdaq of a notification form for the listing of the shares of our Class A common stock issuable to the holders of Yuma common stock in connection with the Merger;

• Flex and Yuma’s receipt of a tax opinion, dated as of the closing date of the Merger, to the effect that the Merger 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;

• the accuracy of each party’s representations and warranties set forth in the merger agreement (subject to customary exceptions based on materiality); and

• the performance in all material respects by each party of its obligations under the merger agreement at or prior to the closing of the Merger.

Termination

The merger agreement may be terminated and the Merger and the other transactions contemplated by the merger agreement may be abandoned at any time prior to the consummation of the Merger:

• by Flex in its sole discretion;

• by mutual written consent of us and Flex;

• by us if any governmental entity has 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 contemplated by the merger agreement; or

• by us upon certain material uncured breaches of the representations, warranties, covenants or agreements made by Flex in the merger agreement.

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Expenses

Except as otherwise expressly provided in the merger agreement, Flex has agreed to bear all of the costs and expenses in connection with the preparation, negotiation and execution of the merger agreement and the related transaction documents and the consummation of the Merger.

Tax Matters Agreement

If Flex undertakes the Merger Distribution, the merger agreement provides that we will enter into a tax matters agreement with Flex and Yuma as of immediately prior to the Merger Distribution, substantially in the form attached as Exhibit C to the merger agreement, which will govern the rights, responsibilities and obligations of Flex, Yuma and us with respect to taxes (including taxes arising in the ordinary course of business and taxes incurred as a result of the Merger Distribution), tax attributes, tax returns, tax contests and certain other tax matters. See the section entitled “Certain relationships and related party transactions—Tax matters agreement” for additional information regarding the tax matters agreement.

Tax receivable agreement

We intend to use all of the net proceeds from this offering to purchase LLC Units from Yuma as described in the section entitled “Use of proceeds.” We will also indirectly acquire LLC Units from TPG when certain blocker corporations affiliated with TPG each merge with a separate direct, wholly-owned subsidiary of ours in a transaction intended to qualify for tax-free treatment. Additionally, we may be required from time to time to acquire LLC Common Units together with a corresponding number of shares of our Class B common stock in exchange for our Class A common stock (or cash) pursuant to the Exchange Agreement. The LLC has an election under Section 754 of the Code in effect for taxable years in which acquisitions or exchanges of LLC Units and Class B common stock occur, including with respect to TPG’s acquisition of LLC Units and the use of the net proceeds from this offering to purchase LLC Units and Class B common stock from Yuma. Pursuant to the election under Section 754 of the Code, transfers and exchanges of LLC Units and Class B common stock are expected to result in an increase in the tax basis of tangible and intangible assets of the LLC. When we acquire LLC Units and Class B common stock (whether such acquisition occurs from Yuma as described in the section entitled “Use of proceeds” or pursuant to the Exchange Agreement), we expect that both the existing basis and the anticipated basis adjustments under Section 754 of the Code will increase (for tax purposes) our depreciation and amortization deductions and therefore reduce the amount of income tax we would otherwise be required to pay in the future. In addition, because TPG obtained a basis adjustment under Section 754 of the Code in connection with its acquisition of LLC Units, when we acquire those LLC Units from TPG in a tax-free transaction we will inherit any such basis adjustment that remains unused, thereby producing a similar effect. This existing and increased tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

Under the Tax Receivable Agreement, we generally expect to retain the benefit of approximately 15% of the applicable tax savings after our payment obligations below are taken into account, and we generally will be required to pay to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) approximately 85% of the applicable savings, if any, in income tax that we are deemed to realize (using the actual U.S. federal income tax rate and an assumed combined state and local income tax rate) as a result of (i) our allocable share of existing tax basis in tangible and intangible assets resulting from exchanges or acquisitions of the LLC Units, including as part of the Transactions or under the Exchange Agreement, (ii) increases in tax basis resulting from exchanges or acquisitions of the LLC Units and shares of Class B common stock (including as part of the Transactions or under the Exchange Agreement), (iii) certain pre-existing tax attributes of certain blocker

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corporations affiliated with TPG that will merge with a separate direct, wholly-owned subsidiary of us as part of the Transactions, and (iv) certain other tax benefits related to our entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement.

For purposes of calculating the income tax savings we are deemed to realize under the Tax Receivable Agreement, we will calculate the U.S. federal income tax savings using the actual applicable U.S. federal income tax rate and will calculate the state and local income tax savings using 2% for the assumed combined state and local rate, which represents an approximation of our combined state and local income tax rate, net of federal income tax benefit, subject to the adjustment described below. Furthermore, we will calculate the state and local income tax savings by applying this 2% rate to the reduction in our taxable income, as determined for U.S. federal income tax purposes, as a result of the tax attributes subject to the Tax Receivable Agreement. The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all such tax benefits have been utilized or expired, unless we exercise our rights to terminate the Tax Receivable Agreement, payments under the Tax Receivable Agreement are accelerated in the event that we materially breach any of our material obligations under the Tax Receivable Agreement or enter into certain transactions (as described below). Under the terms of the Tax Receivable Agreement, we may exercise our right to terminate the Tax Receivable Agreement in exchange for an early termination payment in an amount based on the present value of the anticipated future tax benefits (calculated with certain assumptions). The actual existing tax basis and increase in tax basis, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including the timing of exchanges by the holders of LLC Units, the price of our Class A common stock at the time of the exchange, whether such exchanges are taxable, the amount and timing of the taxable income we generate in the future, the federal tax rate then applicable and the portion of our payments under the Tax Receivable Agreement constituting imputed interest.

The payment obligation under the Tax Receivable Agreement is an obligation of Nextracker Inc., not the LLC, and we expect that the payments we will be required to make under the Tax Receivable Agreement will be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings we will be deemed to realize associated with the tax benefits described above would aggregate to approximately $147 million over 20 years from the date of this offering based on the initial public offering price of $21.50 per share of our Class A common stock (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus) and assuming all LLC Units are exchanged at the time of this offering. Under such scenario we would be required to pay the owners of LLC Units approximately 85% of such amount, or $121 million, over the 20 year period from the date of this offering, and the yearly payments over that time would range between approximately $1 to $12 million per year. Such payments will reduce the cash provided by the tax savings described above. As a result, investors purchasing shares in this offering or in the public market following this offering will not be entitled to the economic benefit of the tax benefits subject to the Tax Receivable Agreement that would have been available if the Tax Receivable Agreement were not in effect (except to the extent of our continuing 15% interest in the tax benefits subject to the Tax Receivable Agreement). The actual amounts may materially differ from these hypothetical amounts, as potential future tax savings we will be deemed to realize, and Tax Receivable Agreement payments by us, will be calculated based in part on the market value of our Class A common stock at the time of purchase or exchange and the prevailing federal tax rates applicable to us over the life of the Tax Receivable Agreement (as well as the assumed combined state and local tax rate), and will generally be dependent on us generating sufficient future taxable income to realize the benefit (subject to the exceptions described below). Payments under the Tax Receivable Agreement are not conditioned upon the ownership of us by Yuma, Yuma Sub, TPG or the TPG Affiliates (or any permitted transferees thereof).

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In addition, if any subsequent disallowance of tax basis or other benefits were so determined by the IRS, we would not be reimbursed for any payments previously made under the Tax Receivable Agreement (although we would reduce future amounts otherwise payable under the Tax Receivable Agreement). In addition, the actual state or local tax savings we realize may be different than the amount of such tax savings we are deemed to realize under the Tax Receivable Agreement, which will be based on an assumed combined state and local tax rate applied to our reduction in taxable income as determined for U.S. federal income tax purposes as a result of the tax attributes subject to the Tax Receivable Agreement. As a result, payments could be made under the Tax Receivable Agreement in excess of the tax savings that we actually realize in respect of the attributes to which the Tax Receivable Agreement relates. If there is a significant change to an applicable state tax rate as a result of a legislative change (among other conditions), the parties to the Tax Receivable Agreement will endeavor in good faith to adjust the assumed combined state and local tax rate accordingly.

The Tax Receivable Agreement provides that (1) upon certain mergers, asset sales, other forms of business combinations or other changes of control (with certain exceptions, such as the Merger Distribution and the Merger), (2) in the event that we materially breach any of our material obligations under the agreement, whether as a result of failure to make any payment within three months of when due (provided we have sufficient funds to make such payment), failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the Tax Receivable Agreement in a bankruptcy or otherwise or (3) if, at any time, we elect an early termination of the Tax Receivable Agreement, our (or our successor’s) obligations under the Tax Receivable Agreement (with respect to all LLC Units, whether or not LLC Units together with a corresponding number of shares of Class B common stock have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the tax deductions, tax basis and other tax attributes subject to the Tax Receivable Agreement. As a result, the payment may be made significantly in advance of the actual realization of such future tax savings (if any). Additionally, if Flex undertakes a tax-free distribution of Yuma (or a corporation to which Yuma is contributed), and then causes Yuma (or such corporation) to merge or consolidate with us or with a wholly-owned subsidiary of ours in a tax-free transaction, our obligations under the Tax Receivable Agreement will not accelerate but Yuma can elect in its discretion to assign its rights under the Tax Receivable Agreement to another entity (including an affiliate of Flex) prior to such distribution. If Yuma (or a corporation to which Yuma is contributed) makes this election and assigns its rights under the Tax Receivable Agreement to another entity, we would not be entitled to any payments under the Tax Receivable Agreement nor would this eliminate any of our obligations under the Tax Receivable Agreement, even though Yuma (or such corporation) would be merged with us or with a wholly-owned subsidiary of ours.

As a result of the foregoing, we could be required to make payments under the Tax Receivable Agreement that are greater than or less than the specified percentage of the actual tax savings we realize in respect of the tax attributes subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We expect to use cash on hand and borrowings under our revolving credit facility to fund payments that we will be required to make under the Tax Receivable Agreement. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on the initial public offering price of $21.50 per share of our Class A common stock (the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus), and a discount rate equal to SOFR plus 100 basis points, we estimate that we would be required to pay $79 million in the aggregate under the Tax Receivable Agreement.

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Subject to the discussion above regarding the acceleration of payments under the Tax Receivable Agreement, payments under the Tax Receivable Agreement, if any, will generally be made on an annual basis to the extent we have sufficient taxable income to utilize the increased depreciation and amortization charges and other tax attributes subject to the Tax Receivable Agreement. The availability of sufficient taxable income to utilize the increased depreciation and amortization expense and other tax attributes will not be determined until such time as the financial results for the year in question are known and tax estimates prepared. We expect to make payments under the Tax Receivable Agreement, to the extent they are required, within 150 days after our federal income tax return is filed for each fiscal year. Interest on such payments will begin to accrue at a rate equal to SOFR plus 100 basis points from the due date (without extensions) of such tax return.

The impact that the Tax Receivable Agreement will have on our consolidated financial statements will be the establishment of a liability, which will be increased upon the exchanges of LLC Units and shares of Class B common stock for our Class A common stock, representing approximately 85% of the estimated future tax savings we will be deemed to realize, if any, relating to the existing and increased tax basis associated with the LLC Units and other tax attributes we receive as a result of the acquisition or exchange of LLC Units and shares of Class B common stock as described above. Because the amount and timing of any payments will vary based on a number of factors (including the timing of future exchanges, the price of our Class A common stock at the time of any exchange, whether such exchanges are taxable and the amount and timing of our income), depending upon the outcome of these factors, we may be obligated to make substantial payments pursuant to the Tax Receivable Agreement. In light of the numerous factors affecting our obligation to make such payments, however, the timing and amount of any such actual payments are not certain at this time. Decisions made by our controlling stockholder in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that are received by Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) under the Tax Receivable Agreement.

Because of our structure, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of the LLC to make distributions to us. The ability of the LLC to make such distributions will be subject to, among other things, restrictions in our debt facilities and the applicable provisions of Delaware law that may limit the amount of funds available for distribution to its members. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest at a rate equal to SOFR plus 500 basis points until paid (although a rate equal to SOFR plus 100 basis points will apply if the inability to make payments under the Tax Receivable Agreement is due to limitations imposed on us or any of our subsidiaries by a debt agreement to which the LLC is a party in effect on the date of this prospectus).

Side Letter

We will enter into a side letter to the Tax Receivable Agreement (the “TRA Side Letter”) with the LLC, Yuma, Yuma Sub, TPG, and the TPG Affiliates (or certain assignees thereof). The TRA Side Letter will provide for the payment by us to Yuma of certain amounts otherwise owed by us under the Tax Receivable Agreement that are (i) attributable to TPG’s purchase of LLC Preferred Units on February 1, 2022 or (ii) attributable to tax benefits that we are deemed to realize as a result of the payments made under the TRA Side Letter. We are obligated to provide schedules and other related information to support the calculation of amounts paid under the TRA Side Letter. The TRA Side Letter is treated as part of the Tax Receivable Agreement and any payment made under the TRA Side Letter will not result in duplicative payments made by us under the Tax Receivable Agreement, so it will not increase our obligation under the Tax Receivable Agreement.

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Nextracker LLC agreement

We, Yuma, Yuma Sub and TPG entered into the Prior LLC Agreement which will be amended and restated in connection with this offering (the “LLC Agreement”).

Appointment as managing member

Under the LLC Agreement, we will become a member and the manager of the LLC upon completion of this offering. As the manager, we will control all of the day-to-day business affairs and decision-making of the LLC. As such, we, through our officers and directors, will be responsible for all operational and administrative decisions of the LLC and daily management of the LLC’s business. Pursuant to the terms of the LLC Agreement, we cannot be removed or replaced as the sole manager of the LLC.

Compensation, fees and expenses

We will not be entitled to compensation for our services as the manager of the LLC. We will be entitled to reimbursement by the LLC for any reasonable, documented out-of-pocket expenses we incur on behalf of the LLC.

Distributions

The LLC Agreement will require that tax distributions be made by the LLC to its members on a pro rata basis, except to the extent such distributions would render the LLC insolvent or are otherwise prohibited by law or any of our future debt agreements. Tax distributions will be made on a quarterly basis, to each member of the LLC on a pro rata basis including us, based on an “assumed tax rate,” as that term is defined in the LLC Agreement, which will generally be equal to the highest marginal combined U.S. federal, state and local income tax rate applicable to a corporation doing business or an individual resident in New York, New York or San Francisco, California (whichever is greater). The LLC Agreement will also allow for cash distributions to be made by the LLC (at such times as we may determine) to its members on a pro rata basis out of “available cash,” as that term is defined in the agreement. We expect the LLC may make distributions out of available cash periodically.

Transfer restrictions

The LLC Agreement generally does not permit transfers of LLC Common Units by members, except for transfers to permitted transferees and other limited exceptions. The LLC Agreement may impose additional restrictions on transfers that would cause the LLC to be treated as a “publicly-traded partnership” for U.S. federal income tax purposes. In the event of a permitted transfer under the LLC Agreement, such member will be required to simultaneously transfer shares of Class B common stock to such transferee equal to the number of LLC Common Units that were transferred to such transferee in such permitted transfer.

The LLC Agreement will provide that, in the event that a tender offer, share exchange offer, issuer bid, take-over bid, recapitalization or similar transaction with respect to our Class A common stock, each of which we refer to as a “Pubco Offer,” is approved by our board of directors or otherwise effected or to be effected with the consent or approval of our board of directors, each holder of LLC Units (other than us) shall be permitted to participate in such Pubco Offer by delivering a participation notice, which shall be effective immediately prior to, and contingent upon, the consummation of such Pubco Offer. If a Pubco Offer is proposed by Nextracker Inc., then Nextracker Inc. is required to use its reasonable best efforts to enable and permit the holders of such LLC Units (other than us) to participate in such Pubco Offer to the same extent as or on an economically equivalent basis with the holders of shares of Class A common stock, provided that in no event shall any holder of LLC Units be entitled to receive aggregate consideration for each LLC Common Unit that is greater than the consideration payable in respect of each share of Class A common stock pursuant to the Pubco Offer.

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Except for certain exceptions, any transferee of LLC Units must assume, by operation of law or executing a joinder to the LLC Agreement, all of the obligations of a transferring member with respect to the transferred units, and such transferee shall be bound by any limitations and obligations under the LLC Agreement even if the transferee is not admitted as a member of the LLC. Any direct transferee shall not have any rights as a member of the LLC unless and until such transferee is admitted as a member pursuant to the LLC Agreement.

Ratio of Shares of Class A common stock and Class B common stock to LLC Common Units

Except as otherwise determined by us, the LLC Agreement will require that we and the LLC at all times maintain a one-to-one ratio between (a) the number of shares of Class A common stock outstanding and the number of LLC Common Units owned by us and (b) the number of shares of Class B common stock owned by affiliates of Flex and TPG and their permitted transferees and the number of LLC Common Units owned by affiliates of Flex and TPG and their permitted transferees. This ratio requirement disregards (x) shares of our Class A common stock under unvested awards issued by us, (y) treasury stock, and (z) preferred stock or other debt or equity securities (including warrants, options or rights) issued by us that are convertible into or exercisable or exchangeable for shares of Class A common stock or Class B common stock, except to the extent we have contributed the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, to the equity capital of the LLC. Except as otherwise determined by us, if we issue, transfer or deliver from treasury stock or repurchase shares of Class A common stock in a transaction not contemplated by the LLC Agreement, we as manager of the LLC have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding LLC Common Units we own equals, on a one-for-one basis, the number of outstanding shares of Class A common stock. Except as otherwise determined by us, if we issue, transfer or deliver from treasury stock or repurchase or redeem any of our preferred stock in a transaction not contemplated by the LLC Agreement, we as manager have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries repurchases or redemptions, we hold (in the case of any issuance, transfer or delivery) or cease to hold (in the case of any repurchase or redemption) equity interests in the LLC which (in our good faith determination) are in the aggregate substantially equivalent to our preferred stock so issued, transferred, delivered, repurchased or redeemed. Except as otherwise determined by us, the LLC will be prohibited from undertaking any subdivision (by any split of LLC Common Units, distribution of LLC Common Units, reclassification, recapitalization or similar event) or combination (by reverse split of LLC Common Units, reclassification, recapitalization or similar event) of the LLC Common Units, Class A common stock or Class B common stock that is not accompanied by an identical subdivision or combination of (1) our Class A common stock to maintain at all times a one-to-one ratio between the number of LLC Common Units owned by us and the number of outstanding shares of our Class A common stock and (2) our Class B common stock to maintain at all times a one-to-one ratio between the number of LLC Common Units owned by affiliates of Flex and TPG and their permitted transferees and the number of outstanding shares of our Class B common stock, as applicable, in each case, subject to exceptions.

Issuance of LLC Common Units upon exercise of options or issuance of other equity compensation

Upon the exercise of options issued by us (as opposed to options issued by the LLC), or the issuance of other types of equity compensation by us (such as the issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock), we will have the right to acquire from the LLC a number of LLC Common Units equal to the number of our shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation. When we issue shares of Class A common stock in settlement of stock options granted to persons that are not officers or employees of the LLC or its subsidiaries, we will make, or be deemed to make, a capital contribution in the LLC equal to the aggregate value

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of such shares of Class A common stock and the LLC will issue to us a number of LLC Common Units equal to the number of shares we issued. When we issue shares of Class A common stock in settlement of stock options granted to persons that are officers or employees of the LLC or its subsidiaries, then we will be deemed to have sold directly to the person exercising such award a portion of the value of each share of Class A common stock equal to the exercise price per share, and we will be deemed to have sold directly to the LLC (or the applicable subsidiary of the LLC) the difference between the exercise price and market price per share for each such share of Class A common stock. In cases where we grant other types of equity compensation to employees of the LLC or its subsidiaries, on each applicable vesting date we will be deemed to have sold to the LLC (or such subsidiary) the number of vested shares at a price equal to the market price per share, the LLC (or such subsidiary) will deliver the shares to the applicable person, and we will be deemed to have made a capital contribution in the LLC equal to the purchase price for such shares in exchange for an equal number of LLC Common Units.

Dissolution

The LLC Agreement will provide that the consent of Nextracker Inc. as the managing member of the LLC and members holding at least a majority of the LLC Common Units then outstanding and entitled to vote will be required to voluntarily dissolve the LLC. In addition to a voluntary dissolution, the LLC will be dissolved upon the entry of a decree of judicial dissolution or other circumstances in accordance with Delaware law. Upon a dissolution event, the proceeds of a liquidation will be distributed in the following order: (1) first, to pay debts and liabilities owed to creditors of the LLC (other than members), including all expenses incurred in connection with the liquidation and (2) second, to the members pro-rata in accordance with their respective percentage ownership interests in the LLC (as determined based on the number of LLC Common Units held by a member relative to the aggregate number of all outstanding LLC Common Units).

Confidentiality

Each of the Members will agree to maintain the confidentiality of the LLC’s confidential information. This obligation excludes information independently developed, information that is part of public knowledge or otherwise obtained prior to disclosure under the LLC Agreement.

Indemnification

The LLC Agreement will provide for indemnification of the manager, members and officers of the LLC.

Amendments

In addition to certain other requirements and exceptions, our consent, as manager, and the affirmative vote or consent of members holding at least a majority of the LLC Common Units then outstanding and entitled to vote will generally be required to amend, supplement or modify the LLC Agreement.

Exchange agreement

We, the LLC, Yuma, Yuma Sub and TPG will enter into the Exchange Agreement substantially concurrently with the consummation of this offering under which Yuma, Yuma Sub and TPG (or certain permitted transferees thereof) will have the right, subject to the terms of the Exchange Agreement, to require the LLC to exchange LLC Common Units (together with a corresponding number of shares of Class B common stock) for newly-issued shares of our Class A common stock on a one-for-one basis, or, in the alternative, we may elect to exchange such LLC Common Units (together with a corresponding number of shares of Class B common stock) for cash equal to the product of (i) the number of LLC Common Units (together with a corresponding number of shares

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of Class B common stock) being exchanged, (ii) the then-applicable exchange rate under the Exchange Agreement (which will initially be one and is subject to adjustment) and (iii) the Class A common stock value (based on the market price of our Class A common stock), subject to customary conversion rate adjustments for stock splits, reverse splits, stock dividends, reclassifications and other similar transactions. However, in the event of an exchange request by an exchanging holder, Nextracker Inc. may at its option effect a direct exchange of shares of Class A common stock for LLC Common Units and shares of Class B Common Stock in lieu of such exchange or make a cash payment to such exchanging holder, in each case pursuant to the same economic terms applicable to an exchange between the exchanging holder and the LLC.

The Exchange Agreement will also provide that as a general matter Yuma, Yuma Sub and TPG (or any such permitted transferee thereof) will not have the right to exchange LLC Common Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with us to which such owner may be subject, including the LLC Agreement. We may also prevent an exchange or add or modify exchange procedures if we or the LLC, in consultation with our respective tax advisor, reasonably determine that absent such action it is likely that the LLC would be treated as a “publicly traded partnership” for U.S. federal income tax purposes provided that we and the LLC shall first consult in good faith with the party exchanging LLC Common Units in order to attempt to ameliorate the cause of such risk. We or the LLC, however, will not be permitted to prevent an exchange or add or modify exchange procedures if the party exchanging LLC Common Units obtains an opinion, in form and substance reasonably satisfactory to us and the LLC, from a nationally recognized tax advisor that absent such action the LLC should not be treated as a “publicly traded partnership” for U.S. federal income tax purposes. As a holder exchanges LLC Common Units and Class B common stock for shares of Class A common stock, the number of LLC Common Units held by Nextracker Inc. will correspondingly increase as the LLC issues new LLC Common Units to Nextracker Inc. simultaneously with Nextracker Inc.’s delivery of Class A common stock to the exchanging holder.

General business agreement

We and an affiliate of Flex (the “Flex affiliate”) are parties to a general business agreement (the “General Business Agreement”) which governs the terms and conditions for the Flex affiliate’s services to us in procuring components, parts, raw materials and subassemblies, manufacturing, assembling, and testing products pursuant to mutually agreed upon written specifications between us and the Flex affiliate. The General Business Agreement formalized our historical business practices related to the purchases of certain components and services from Flex affiliates as disclosed in our Combined Financial Statements. The General Business Agreement is renewable automatically for successive one year periods, unless a party provides written notice to the other party that such party does not intend to renew the agreement at least 180 days prior to the end of any term. In consideration of the performance of such services, we expect to compensate the Flex affiliate approximately $60.0 to $70.0 million per year for fiscal years 2024 and 2025. This amount may increase in the event we request additional services under the General Business Agreement.

Umbrella agreement

We, the LLC, Flex and an affiliate of Flex will enter into an umbrella agreement (the “Umbrella Agreement”) that governs the terms, conditions and obligations of a strategic commercial relationship between us and Flex for the sale of our solar trackers in Brazil. The Umbrella Agreement will be renewable automatically for successive one-year periods, unless a party provides written notice to the other parties that such party does not intend to renew within at least ninety days prior to the end of any term. We expect to invoice the Flex affiliate approximately $40.0 million for its sales agent activity services to be performed on our behalf in Brazil for the remainder of fiscal year 2023, which is expected to increase our selling, general and administrative expenses by approximately $1.6 million to compensate Flex for such services.

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Limitation of liability and indemnification of officers and directors

Our amended and restated certificate of incorporation, as expected to be in effect upon the completion of this offering, will provide that we shall indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. For further information, see the section entitled “Description of capital stock—Limitations on liability, indemnification of officers and directors and insurance.” We intend to enter into customary indemnification agreements with each of our executive officers and directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.

Review, approval or ratification of transactions with related parties

The audit committee of our board of directors will have primary responsibility for reviewing and approving transactions with related parties. Our audit committee charter will provide that the audit committee shall review and approve in advance any related party transactions.

We will adopt, effective upon the completion of this offering, a formal written policy providing that our executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our voting stock and any member of the immediate family of any of the foregoing persons is not permitted to enter into a related party transaction with us without the consent of our audit committee, subject to the exceptions described below. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction. Our audit committee is expected to determine that certain transactions will not require audit committee approval, including, but not limited to, compensation arrangements with directors or executive officers resulting solely from their service on our board of directors or as executive officers, so long as such arrangements are disclosed in our filings with the SEC, or if not required to be disclosed, are approved by our compensation and people committee, transactions or arrangements involving less than $25,000 for any individual related person, transactions where a related party’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis, and transactions available on the same terms to all employees generally.

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Description of indebtedness

In connection with the Transactions, we expect to incur substantial indebtedness in the form of senior credit facilities comprised of (i) a term loan in an aggregate principal amount of $150.0 million, and (ii) a revolving credit facility in an aggregate principal amount of $500.0 million (the “2023 Credit Agreement”). In this regard, on January 12, 2023, the LLC entered into a commitment letter with JPMorgan Chase Bank, N.A., Bank of America, N.A., BofA Securities, Inc. Citigroup Global Markets Inc., Barclays Bank PLC, BNP Paribas Securities Corp., BNP Paribas, HSBC Bank USA, N.A., Mizuho Bank, Ltd., The Bank of Nova Scotia, Truist Securities, Inc., Truist Bank, KeyBank National Association, Sumitomo Mitsui Banking Corporation, UniCredit Bank AG, New York Branch and U.S. Bank National Association, pursuant to which such commitment parties agreed to arrange and syndicate, and fund the entire principal amount of, the senior credit facilities, subject to the terms and conditions set forth in the commitment letter.

The term loan facility, which will be available to be drawn in a single drawing on the closing date of the senior credit facility, is intended to finance, in part, the Distribution of $175.0 million from the LLC to Flex and TPG immediately prior to the consummation of the offering. The revolving credit facility, which will be available in U.S. dollars and euros on a revolving basis during the five-year period following the closing date, will be available to fund working capital, capital expenditures and other general corporate purposes of the credit parties. A portion of the revolving credit facility not to exceed $300.0 million will be available for the issuance of letters of credit. We expect that a portion of the revolving credit facility not to exceed $50 million will also be available for swing line loans. Subject to the satisfaction of certain conditions customary for financings of this type, the LLC will be permitted to incur incremental term loan facilities or increase the revolving credit facility commitment in an aggregate principal amount equal to $100.0 million plus an additional amount such that the secured net leverage ratio is equal to or less than a specified threshold after giving pro forma effect to such incurrence.

The closing of the senior credit facilities, which is intended to occur substantially concurrently with the consummation of the offering, is subject to the satisfaction of certain closing conditions customary for financings of this type. After the closing date, availability under the revolving credit facility from time to time will be subject to the satisfaction of certain conditions precedent customary for financings of this type.

The borrower of the senior credit facilities will be the LLC. The obligations of the borrower under the 2023 Credit Agreement will be jointly and severally guaranteed by us and certain of the LLC’s existing and future direct and indirect wholly-owned domestic subsidiaries, subject to certain exceptions customary for financings of this type.

All obligations of the borrower and the guarantors will be secured by certain assets of the borrower and such guarantors, which will initially include a perfected first-priority pledge on 100% of the equity securities of each wholly-owned domestic subsidiary held by any credit party and 65% of the equity securities of each wholly-owned foreign subsidiary held by any credit party, subject to certain customary exceptions and limitations. If the borrower’s total net leverage ratio exceeds a specified threshold, the collateral will include substantially all of the assets of the borrower and the guarantors, subject to certain customary exceptions and limitations. If the borrower achieves an investment grade rating, the obligations of the credit parties will no longer be required to be secured and any existing security will be released.

The borrower will be obligated to make quarterly principal payments throughout the term of the term loan facility beginning at the end of the fifth full fiscal quarter after the closing date in an amount equal to 0.625% of the original aggregate principal amount of the term loan. From the ninth full fiscal quarter after the closing date the quarterly amortization payment will increase to 1.25% of the original aggregate principal amount of the term loan. The remaining balance of the term loan and the outstanding balance of any revolving credit loans will be repayable on the fifth anniversary of the closing date. Borrowings under the 2023 Credit

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Agreement are expected to be prepayable and commitments subject to being reduced in each case at the borrower’s option without premium or penalty. The 2023 Credit Agreement is expected to contain certain mandatory prepayment provisions in the event that the credit parties incur certain types of indebtedness or receive net cash proceeds from certain asset sales or other dispositions of property, in each case subject to terms, conditions and exceptions customary for financings of this type.

Borrowings in U.S. dollars under the 2023 Credit Agreement will bear interest at a rate based on either (a) a term SOFR-based formula plus a margin of 162.5 basis points to 200 basis points, depending on the borrower’s total net leverage ratio, or (b) a base rate formula plus a margin of 62.5 basis point to 100 basis points, depending on the Company’s total net leverage ratio. Borrowings under the revolving credit facility in euros are expected to bear interest based on the adjusted EURIBOR rate plus a margin of 162.5 basis points to 200 basis points, depending on the borrower’s total net leverage ratio. The borrower will also be required to pay a quarterly commitment fee on the undrawn portion of the revolving credit commitments of 20 basis points to 35 basis points, depending on the borrower’s total net leverage ratio.

The 2023 Credit Agreement is expected to contain certain affirmative and negative covenants customary for financings of this type that, among other things, limit the ability of the LLC and the other credit parties to incur additional indebtedness or liens, to dispose of assets, change their fiscal year or lines of business, pay dividends and other restricted payments, make investments and other acquisitions, make optional payments of subordinated and junior lien debt, enter into transactions with affiliates, enter into restrictive agreements, and use proceeds of the senior credit facility in a manner that violates federal reserve regulations, applicable sanctions laws or anti-corruption laws (including FCPA), among others. In addition, the 2023 Credit Agreement is expected to require that the LLC maintain a maximum consolidated total net leverage ratio. The 2023 Credit Agreement also is expected to contain representations and warranties and events of default customary for financings of this type.

The LLC will pay customary fees and expenses in connection with the closing of the senior credit facilities and has agreed to indemnify the lenders if certain losses are incurred by the lenders in connection with the senior credit facilities. The obligations of the commitment parties under the commitment letter will terminate automatically upon the earlier of the closing date of the senior credit facilities, March 31, 2023 and the consummation of the offering.

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Description of capital stock

In connection with this offering, we will amend and restate our certificate of incorporation and our bylaws. The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which to be in effect upon the completion of this offering and the forms of which will be filed as exhibits to the registration statement of which this prospectus is a part, as well as all applicable provisions of the DGCL. Because this is only a summary, it may not contain all the information that is important to you.

General

Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, our certificate of incorporation will authorize 900,000,000 shares of Class A common stock, par value $0.0001 per share, 500,000,000 shares of Class B common stock, par value $0.0001 per share and 50,000,000 shares of undesignated preferred stock, par value $0.0001 per share, the rights, preferences and privileges of which may be designated from time to time by our board of directors (the “Board”).

As of the date of this prospectus, Flex currently beneficially owns all of our outstanding common stock and no shares of preferred stock have been designated or are outstanding. Upon completion of this offering, there will be outstanding 38,535,004 shares of Class A common stock, 105,538,708 shares of Class B common stock and no shares of preferred stock. The number of shares of common stock to be outstanding after this offering excludes 12,857,143 shares of Class A common stock that will be available for future issuance under our Equity Incentive Plan, which will be available for issuance upon the effectiveness of the registration statement of which this prospectus forms a part.

Class A common stock

Holders of our Class A common stock are entitled to the rights set forth below.

Voting rights

Each holder of our Class A common stock will be entitled to one vote for each share on all matters to be voted upon by stockholders. At each meeting of the stockholders, a majority of our shares issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum.

Directors will be elected by a plurality of the votes entitled to be cast. Our stockholders will not have cumulative voting rights. Except as otherwise provided in our amended and restated certificate of incorporation or as required by law, any question brought before any meeting of stockholders, other than the election of directors, will be decided by the affirmative vote of the holders of a majority of the total number of votes of our shares represented at the meeting and entitled to vote on such question, voting as a single class.

Dividends

Subject to any preferential rights of any outstanding preferred stock, holders of our Class A common stock will be entitled to receive ratably the dividends, if any, as may be declared from time to time by the Board out of funds legally available for that purpose. If there is a liquidation, dissolution or winding up of us, holders of our Class A common stock would be entitled to ratable distribution of our assets remaining after the payment in full of liabilities and any preferential rights of any then-outstanding preferred stock.

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No preemptive or similar rights

Holders of our Class A common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Class A common stock.

Ratio of shares of Class A common stock to LLC Common Units

Our amended and restated certificate of incorporation and the LLC Agreement will require that we and the LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock outstanding and the number of LLC Common Units owned by us, except as otherwise determined by us.

Class B common stock

Holders of our Class B common stock are entitled to the rights set forth below. Immediately after the Transactions, Yuma will own 77.23%, Yuma Sub will own 13.54% and TPG will own 9.24%, respectively, of the outstanding shares of our Class B common stock. Only Yuma, Yuma Sub, TPG and each of their permitted transferees of Class B common stock will be permitted to hold shares of our Class B common stock.

Voting rights

Each holder of our Class B common stock will be entitled to one vote for each share on all matters to be voted upon by stockholders. At each meeting of the stockholders, a majority of our shares issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, will constitute a quorum.

Directors will be elected by a plurality of the votes entitled to be cast. Our stockholders will not have cumulative voting rights. Except as otherwise provided in our amended and restated certificate of incorporation or as required by law, any question brought before any meeting of stockholders, other than the election of directors, will be decided by the affirmative vote of the holders of a majority of the total number of votes of our shares represented at the meeting and entitled to vote on such question, voting as a single class.

We entered into the separation agreement with Flex, which gives our controlling stockholder the right to nominate a majority of our directors after the consummation of this offering as long as our controlling stockholder beneficially owns 50% or more of the total voting power of our outstanding common stock and specifies how our controlling stockholder’s nominations rights shall decrease as our controlling stockholder’s beneficial ownership of our common stock also decreases. See the section entitled “Certain relationships and related party transactions—Separation agreement—Board and committee representation.”

Dividends

The holders of outstanding shares of Class B common stock do not have any right to receive dividends or any distribution upon our liquidation, dissolution or winding-up.

No preemptive or similar rights

Holders of our Class B common stock will have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Class B common stock.

Ratio of shares of Class B common stock to LLC Common Units

Our amended and restated certificate of incorporation and the LLC Agreement will require that we and the LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by Yuma, Yuma Sub, TPG and each of their permitted transferees and the number of LLC Common Units owned by Yuma, Yuma Sub, TPG and each of their permitted transferees, except as otherwise determined by us.

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Combined voting of Class A common stock and Class B common stock

Holders of shares of our Class A common stock and Class B common stock will vote together as a single class on all matters requiring approval by our common stockholders unless otherwise required by law.

Upon the completion of this offering, and assuming no exercise of the underwriters’ option to purchase 3,488,372 additional shares of Class A common stock, holders of shares of our Class A common stock will hold approximately 26.75% of the total outstanding shares of our common stock and holders of shares of our Class B common stock will hold approximately 73.25% of the total outstanding shares of our common stock.

If the underwriters exercise in full their option to purchase an additional 3,488,372 shares of Class A common stock, holders of our Class A common stock will hold approximately 29.17% of the total outstanding shares of our common stock and holders of our Class B common stock will hold approximately 70.83% of the total outstanding shares of our common stock.

Preferred stock

Under the terms of our amended and restated certificate of incorporation, the Board will be authorized, subject to limitations prescribed by the DGCL and by our amended and restated certificate of incorporation, to issue up to 50,000,000 shares of preferred stock in one or more series without further action by the holders of our common stock. The Board will have the discretion, subject to limitations prescribed by the DGCL and by our amended and restated certificate of incorporation, to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Anti-takeover effects of various provisions of Delaware law and our certificate of incorporation and bylaws

Provisions of the DGCL and our amended and restated certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that the Board may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with Board. We believe that the benefits of increased protection of its ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure it outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware anti-takeover statute.    We will be subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the

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board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board, including discouraging attempts that might result in a premium over the market price for the shares of our Class A common stock held by our stockholders.

A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or by-laws resulting from amendments approved by holders of at least a majority of the corporation’s outstanding voting shares. We will not elect to “opt out” of Section 203. However, Flex and its affiliates have been approved by our Board as an interested stockholder (as defined in Section 203 of the DGCL) and therefore are not subject to Section 203. For so long as Flex beneficially owns a majority of the total voting power of our outstanding shares, and therefore has the ability to designate a majority of the Board, directors designated by Flex to serve on the Board would have the ability to pre-approve other parties, including potential transferees of Flex’s shares of our common stock, so that Section 203 would not apply to such other parties.

Classified board.    Our amended and restated certificate of incorporation will provide that our Board will be divided into three classes. The directors designated as Class I directors will have terms expiring at the first annual meeting of stockholders following this offering, which we expect will be held in 2023. The directors designated as Class II directors will have terms expiring at the following year’s annual meeting of stockholders, which we expect will be held in 2024, and the directors designated as Class III directors will have terms expiring at the following year’s annual meeting of stockholders, which we expect will be held in 2025. Commencing with the first annual meeting of stockholders following this offering, directors for each class will be elected at the annual meeting of stockholders held in the year in which the term for that class expires and thereafter will serve for a term of three years. Under the classified board provisions, it would take at least two elections of directors for any individual or group to gain control of the Board. Accordingly, these provisions could discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of us.

Removal of directors.    Our amended and restated certificate of incorporation will provide that our stockholders may remove our directors only for cause, by an affirmative vote of holders of at least the majority of our voting stock then outstanding.

Amendments to certificate of incorporation.    Our amended and restated certificate of incorporation will provide that, from and after such time as Flex ceases to beneficially own a majority of the total voting power of our outstanding shares entitled to vote thereon (the “Trigger Event”), the affirmative vote of the holders of at least two-thirds of the total voting power of our outstanding shares entitled to vote thereon, voting as a single class, is required to amend certain provisions relating to the number, term, classification, removal and filling of vacancies with respect to the Board, the calling of special meetings of stockholders, certain relationships and transactions with Flex, stockholder action by written consent, forum selection, the ability to amend the bylaws, the elimination of liability of directors to the extent permitted by Delaware law, director and officer indemnification and any provision relating to the amendment of any of these provisions.

Amendments to bylaws.    Our amended and restated certificate of incorporation and bylaws will provide that, from and after such time as Flex ceases to beneficially own a majority of the total voting power of our outstanding shares entitled to vote thereon, our amended and restated bylaws may only be amended by the Board or by the affirmative vote of holders of at least two-thirds of the total voting power of our outstanding

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shares entitled to vote thereon, voting as a single class. Our amended and restated bylaws will also provide for advance notice to be given for nominations for elections of directors and stockholder action by written consent.

Size of board and vacancies.    Our amended and restated certificate of incorporation will provide that the Board will consist of not less than three (3) nor greater than fifteen (15) directors, the exact number of which will be fixed exclusively by the Board. Any vacancies created in the Board resulting from any increase in the authorized number of directors or the death, resignation, retirement, disqualification, removal from office or other cause will be filled by an affirmative vote of a majority of the directors then in office, even if less than a quorum is present, or by a sole remaining director. Any director appointed to fill a vacancy on the Board will hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified or the earlier of such director’s death, resignation, retirement, removal or disqualification.

Special stockholder meetings.    Our amended and restated certificate of incorporation will provide that special meetings of stockholders may be called only by (a) the secretary at the direction of a majority of the directors then in office, at any time, (b) the chairperson of our board of directors, at any time, or (c) until the Trigger Event, the secretary at the written request of the holders of a majority of the voting power of the then outstanding voting stock, and special meetings may not be called by any other person. Stockholders may not call special stockholder meetings from and after the occurrence of the Trigger Event.

Stockholder action by written consent.    Our amended and restated certificate of incorporation will provide that, until the Trigger Event, with respect to any action required or permitted to be taken at any annual meeting or special meeting of stockholders our stockholders may act by written consent.

Requirements for advance notification of stockholder nominations and proposals.    The amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors as well as minimum qualification requirements for stockholders making the proposals or nominations. Additionally, the bylaws will require that candidates for election as director disclose their qualifications and make certain representations.

No cumulative voting.    The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless the company’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.

Undesignated preferred stock.    The authority that the Board will possess to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of us through a merger, tender offer, proxy contest or otherwise by making such attempts more difficult or more costly. The Board may be able to issue preferred stock with voting rights or conversion rights that, if exercised, could adversely affect the voting power of the holders of common stock.

Choice of forum.    Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court in Delaware or the federal district court for the District of Delaware) will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any director, officer or other employee to us or our stockholders; (iii) any action asserting a claim against us or any director or officer or other employee arising pursuant to the DGCL, our amended and restated certificate of incorporation or amended and restated bylaws; or (iv) any action asserting a claim against us or any director or officer or other employee that is governed by the internal affairs doctrine. Notwithstanding the foregoing, the exclusive forum provision will not apply to any claim to enforce any liability or duty created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Our amended and restated certificate of incorporation

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further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant named in such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by us, our officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. See the section entitled “Risk factors—Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.”

Conflicts of interest; corporate opportunities

In order to address potential conflicts of interest between us and Flex, our amended and restated certificate of incorporation will contain certain provisions regulating and defining the conduct of our affairs to the extent that they may involve Flex and its directors, officers and/or employees and our rights, powers, duties and liabilities and those of our directors, officers, employees and stockholders in connection with our relationship with Flex. In general, these provisions recognize that we and Flex may engage in the same or similar business activities and lines of business or have an interest in the same areas of corporate opportunities and that we and Flex will continue to have contractual and business relations with each other, including directors, officers and/or employees of Flex serving as our directors, officers and/or employees.

Our amended and restated certificate of incorporation will provide that Flex will have no duty to communicate information regarding a corporate opportunity to us or to refrain from engaging in the same or similar lines of business or doing business with any of our clients, customers or vendors. Moreover, our amended and restated certificate of incorporation will provide that for so long as Flex owns at least 10% of the total voting power of our outstanding shares with respect to the election of directors or otherwise has one or more directors, officers or employees serving as our director, officer or employee, in the event that any of our directors, officers or employees who is also a director, officer or employee of Flex acquires knowledge of a potential transaction or matter that may be a corporate opportunity for us and Flex, such director, officer or employee shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty, if any, with respect to such corporate opportunity, and we, to the fullest extent permitted by law, renounce any interest or expectancy in such business opportunity, and waive any claim that such business opportunity constituted a corporate opportunity that should have been presented to us or any of our affiliates, if he or she acts in a manner consistent with the following policy: such corporate opportunity offered to any person who is our director, officer or employee and who is also a director, officer or employee of Flex shall belong to us only if such opportunity is expressly offered to such person solely in his or her capacity as our director or officer and otherwise shall belong to Flex.

Our amended and restated certificate of incorporation also will provide for special approval procedures that may be utilized if it is deemed desirable by Flex, us, our affiliates or any other party, that we take action with specific regard to transactions or opportunities presenting potential conflicts of interest, out of an abundance of caution, to ensure that such transactions are not voidable, or that such an opportunity or opportunities are effectively disclaimed. Specifically, we may employ any of the following special procedures:

• the material facts of the transaction and the director’s, officer’s or employee’s interest are disclosed or known to the Board or duly appointed committee of the Board and the Board or such committee authorizes, approves or ratifies the transaction by the affirmative vote or consent of a majority of the directors (or committee members) who have no direct or indirect interest in the transaction and, in any event, of at least two directors (or committee members); or

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• the material facts of the transaction and the director’s interest are disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such transaction.

Any person purchasing or otherwise acquiring any interest in any shares of our common stock will be deemed to have consented to these provisions of the amended and restated certificate of incorporation.

Limitations on liability, indemnification of officers and directors and insurance

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors, and our amended and restated certificate of incorporation will include such an exculpation provision. Our amended and restated certificate of incorporation will include provisions that indemnify, to the fullest extent allowable under the DGCL, the personal liability of directors or officers for monetary damages for actions taken as our director or officer, or for serving at our request as a director or officer or another position at another corporation or enterprise, as the case may be. Our amended and restated certificate of incorporation and bylaws will also provide that we must indemnify and advance reasonable expenses to its directors and, subject to certain exceptions, officers, subject to its receipt of an undertaking from the indemnified party as may be required under the DGCL. Our amended and restated certificate of incorporation will expressly authorize us to carry directors’ and officers’ insurance to protect us, our directors, officers and certain employees for some liabilities.

We will also enter into indemnification agreements with each of our directors and our executive officers in connection with this offering. These agreements provide that we will indemnify each of our directors and such officers to the fullest extent permitted by law and our amended and restated certificate of incorporation.

The limitation of liability and indemnification provisions that will be in our amended and restated certificate of incorporation and indemnification agreements may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against our directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions will not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s duty of care. The provisions will not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Authorized but unissued shares

Our authorized but unissued shares of common stock and preferred stock will be available for future issuance without stockholder approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. As noted above, the existence of authorized but unissued shares of common stock and preferred stock could also render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer agent and registrar

The transfer agent and registrar for our Class A common stock will be Computershare Trust Company, N.A.

Listing

We have applied for listing of our Class A common stock on Nasdaq under the symbol “NXT.”

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Shares available for future sale

We cannot predict with certainty the effect, if any, that market sales of shares of our Class A common stock or the availability of shares of our Class A common stock for sale will have on the market price prevailing from time to time. In addition, Flex has sole discretion in effecting any subsequent distribution or disposition of its retained beneficial interest in the LLC, including through a distribution or disposition of our shares. The sale or other availability of substantial amounts of our Class A common stock in the public market or the perception that such sales could occur could adversely affect the prevailing market price of the Class A common stock and our ability to raise equity capital in the future.

Upon completion of this offering, we will have 38,535,004 shares of Class A common stock outstanding. Subject to any restrictions under the lock-up agreements, other contractual restrictions on resale and the provisions of Rule 144 described below, all of the shares of our Class A common stock to be sold in this offering will be freely tradable without restriction or further registration under the Securities Act.

Sale of restricted shares

All of the shares of Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except that any shares purchased by or owned by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, may generally only be sold publicly in compliance with the limitations of Rule 144 described below. As defined in Rule 144, an affiliate of an issuer is a person that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with, such issuer.

Immediately following the completion of this offering, Flex will beneficially own 65.96% of our outstanding common stock. Shares beneficially owned by Flex will be “restricted securities” as that term is used in Rule 144. Subject to contractual restrictions, including the lock-up agreements described below, Flex will be entitled to sell these shares in the public market only if the sale of such shares is registered with the SEC or if the sale of such shares qualifies for an exemption from registration under Rule 144 or any other applicable exemption under the Securities Act. At such time as these restricted shares become unrestricted and available for sale, the sale of these restricted shares, whether pursuant to Rule 144 or otherwise, may have a negative effect on the price of our Class A common stock.

Prior to the completion of this offering, we expect to enter into a registration rights agreement with affiliates of Flex and TPG that requires us to register under the Securities Act the resale of shares of our Class A common stock, subject to the lock-up agreements described below. See the section entitled “Certain relationships and related party transactions—Registration rights agreement.” Such securities registered under any registration statement will be available for sale in the open market unless restrictions apply.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this offering, a person who is not one of our affiliates who has beneficially owned shares of our Class A common stock for at least six months may sell those shares without restriction, provided the current public information requirements of Rule 144 continue to be satisfied. In addition, any person who is not one of our affiliates at any time during the three months immediately preceding a proposed sale, and who has beneficially owned shares of our Class A common stock for at least one year, would be entitled to sell an unlimited number of those shares without restriction. Our affiliates who have beneficially owned shares of our Class A common stock for at least six months are entitled to sell within any three-month period a number of those shares that does not exceed the greater of:

• 1% of the number of shares of our Class A common stock then outstanding, which will equal approximately 385,350 shares immediately after completion of this offering; and

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• the average weekly trading volume of our Class A common stock on Nasdaq during the four calendar weeks immediately preceding the filing of a notice on Form 144 with respect to the sale.

Sales of restricted shares by affiliates under Rule 144 are also subject to requirements regarding the manner of sale, notice, and the availability of current public information about us. Rule 144 also provides that affiliates relying on Rule 144 to sell shares of our Class A common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares.

Rule 701

In general, under Rule 701 under the Securities Act as currently in effect, an employee, director, officer, consultant or advisor who purchases shares of our Class A common stock from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is eligible to resell such shares 90 days after the effective date of the registration statement of which this prospectus forms a part in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period restriction, contained in Rule 144.

Registration statement on Form S-8

We intend to file a registration statement on Form S-8 to register the issuance of an aggregate of 12,857,143 shares of our Class A common stock reserved for issuance under our Equity Incentive Plan. Such registration statement will become effective upon filing with the SEC, and shares of our Class A common stock covered by such registration statement will be eligible for resale in the public market immediately after the effective date of such registration statement, subject to the lock-up agreements described in this prospectus.

Lock-up agreements

We, our anticipated officers and directors and Flex have agreed with the underwriters that, without the prior written consent of J.P. Morgan Securities LLC and BofA Securities, Inc. we and they will not, subject to certain exceptions and extensions, during the period ending 180 days after the date of this prospectus, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for shares of our Class A common stock or publicly disclose the intention to make any such offer, sale, pledge or disposition. J.P. Morgan Securities LLC and BofA Securities, Inc. may, in their sole discretion and at any time without notice, release all or any portion of the shares of our Class A common stock subject to the lock-up. See “Underwriting.”

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Material U.S. federal income tax considerations for non-U.S. holders of our Class A common stock

The following is a summary of material U.S. federal income tax consequences of the purchase, ownership and disposition of shares of our Class A common stock as of the date hereof. Except where noted, this summary deals only with Class A common stock that was acquired in this offering and that is held as a capital asset by a non-U.S. holder (as defined below).

A “non-U.S. holder” means a beneficial owner of shares of our Class A common stock (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not, for U.S. federal income tax purposes, any of the following:

• an individual citizen or resident of the United States;

• a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons as defined under the Code have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below. This summary does not address all aspects of U.S. federal income taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, it does not represent a detailed description of the U.S. federal income tax consequences applicable to you if you are subject to special treatment under the U.S. federal income tax laws (including if you are a U.S. expatriate, foreign pension fund, “controlled foreign corporation,” “passive foreign investment company” or a partnership or other pass-through entity for U.S. federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds shares of our Class A common stock, the tax treatment of a partner and the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. If you are a partnership or a partner of a partnership holding our Class A common stock, you should consult your tax advisors.

If you are considering the purchase of our Class A common stock, you should consult your own tax advisors concerning the particular U.S. federal income tax consequences to you of the purchase, ownership and disposition of our Class A common stock, as well as the consequences to you arising under other U.S. federal tax laws and the tax laws of any state, local or other taxing jurisdiction.

Dividends

We do not anticipate paying any cash dividends to holders of our Class A common stock in the foreseeable future. See the section entitled “Dividend policy.” If we make a distribution of cash or other property (other than certain pro rata distributions of our stock) in respect of shares of our Class A common stock, the distribution generally will be treated as a dividend for U.S. federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

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Any portion of a distribution that exceeds our current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a non-U.S. holder’s Class A common stock, and to the extent the amount of the distribution exceeds a non-U.S. holder’s adjusted tax basis in shares of our Class A common stock, the excess will be treated as gain from the disposition of shares of our Class A common stock (the tax treatment of which is discussed below under “—Gain on disposition of Class A common stock”).

Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied. Instead, such dividends are subject to U.S. federal income tax on a net income basis in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to provide the applicable withholding agent with a properly executed IRS Form W-8BEN or Form W-8BEN-E (or other applicable or successor form) certifying under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our Class A common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable U.S. Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on disposition of Class A common stock

Subject to the discussion of backup withholding and FATCA below, any gain realized by a non-U.S. holder on the sale or other disposition of our Class A common stock generally will not be subject to U.S. federal income tax unless:

• the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder);

• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

• we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes and certain other conditions are met.

A non-U.S. holder described in the first bullet point immediately above will be subject to tax on the gain derived from the sale or other disposition in the same manner as if the non-U.S. holder were a United States person as defined under the Code. In addition, if any non-U.S. holder described in the first bullet point immediately above is a foreign corporation, the gain realized by such non-U.S. holder may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the sale or other disposition, which gain may be offset by U.S. source capital losses (even though the individual is not

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considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, generally, a corporation is a “United States real property holding corporation” if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we are not, and do not anticipate becoming, a “United states real property holding corporation.” If we are or become a “United States real property holding corporation at any time during the shorter of the five-year period preceding the date of disposition or the holder’s holding period,” however, so long as our Class A common stock is regularly traded on an established securities market during the calendar year in which the sale or other disposition occurs, only a non-U.S. holder who holds or held more than 5% of our Class A common stock during the time period specified above will be subject to U.S. federal income tax on the sale or other disposition of our Class A common stock.

Information reporting and backup withholding

Distributions paid to a non-U.S. holder and the amount of any tax withheld with respect to such distributions generally will be reported to the IRS. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will not be subject to backup withholding on dividends received if such holder certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition of our Class A common stock made within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Additional withholding requirements under FATCA

Pursuant to sections 1471 through 1474 of the Code, commonly known as the Foreign Account Tax Compliance Act (“FATCA”), a 30% withholding tax may be imposed on certain payments to you or to certain foreign financial institutions, investment funds and other non-U.S. persons receiving payments on your behalf if you or such persons are subject to, and fail to comply with, certain information reporting requirements. Such payments will include U.S.-source dividends and the gross proceeds from the sale or other disposition of stock that can produce U.S.-source dividends.

Payments of dividends that you receive in respect of shares of our Class A common stock could be affected by this withholding if you are subject to FATCA information reporting requirements and fail to comply with them or if you hold shares of our Class A common stock through a non-U.S. person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments to you would not otherwise have been subject to FATCA withholding). Proposed Treasury regulations, which may be relied upon until final regulations are issued, eliminate withholding on payments of gross proceeds. An intergovernmental agreement between the United States and your country of residence (or the country of residence of the non-U.S. person receiving payments on

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your behalf) may modify the requirements described above. You should consult your own tax advisors regarding the relevant U.S. law and other official guidance on FATCA withholding.

If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under “—Dividends,” the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisors regarding that application of FATCA and whether they may be relevant to your ownership and disposition of our Class A common stock.

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Underwriting

We are offering the shares of Class A common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Barclays Capital Inc. are acting as joint book-running managers of the offering and are acting as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discount set forth on the cover page of this prospectus, the number of shares of Class A common stock listed next to its name in the following table:

Name	Number of shares
J.P. Morgan Securities LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
Barclays Capital Inc.
Truist Securities, Inc.
HSBC Securities (USA) Inc.
BNP Paribas Securities Corp.
Mizuho Securities USA LLC
Scotia Capital (USA) Inc.
KeyBanc Capital Markets Inc.
SMBC Nikko Securities America, Inc.
BTIG, LLC
UniCredit Capital Markets LLC
Roth Capital Partners, LLC
Craig-Hallum Capital Group LLC
Total		23,255,814

The underwriters are committed to purchase all the shares of Class A common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $                 per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $                 per share from the initial public offering price. After the initial offering of the shares to the public, if all of the shares are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of any shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to 3,488,372 additional shares of Class A common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of Class A common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of Class A common stock less the amount paid by the underwriters to us per share of Class A common stock. The underwriting fee is $                 per

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share. The following table shows the per share and total underwriting fee to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without option to purchase additional shares exercise	With full option to purchase additional shares exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discount, will be approximately $8.3 million which will be paid by Flex. The underwriters have agreed to pay a portion of the expenses incurred in this offering.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the SEC a registration statement under the Securities Act relating to, any shares of our Class A common stock or securities convertible into or exercisable or exchangeable for any shares of our Class A common stock, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of Class A common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of Class A common stock or such other securities, in cash or otherwise), in each case without the prior written consent of each of J.P. Morgan Securities LLC and BofA Securities, Inc. for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold in this offering.

The restrictions on our actions, as described above, do not apply to certain transactions, including (i) the issuance of shares of Class A common stock or securities convertible into or exercisable for shares of Class A common stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of equity awards (including net settlement), in each case outstanding on the date of the underwriting agreement and described in this prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, PSUs, or other equity awards and the issuance of shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A common stock (whether upon the exercise of stock options or otherwise) to our employees, officers, directors, advisors, or consultants pursuant to the terms of an equity compensation plan in effect as of the closing of this offering and described in this prospectus, provided that such recipients enter into a lock-up agreement with the underwriters; (iii) the issuance of up to 5% of the outstanding shares of Class A common stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Class A common stock, in acquisitions or other similar strategic transactions and the filing with or confidential submission to the SEC of a registration statement in connection therewith, provided that such recipients enter into a lock-up agreement with the underwriters; (iv) our filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date of the underwriting agreement and described in this prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) facilitating the establishment of trading plans pursuant to Rule 10b5-1 under the Exchange Act; (vi) the filing

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with or confidential submission of a registration statement relating to the subsequent distribution or dispositions described herein, provided that no securities may be sold or exchanged pursuant to such registration statement during the 180-day restricted period; or (vii) the issuance of shares pursuant to the terms of the Exchange Agreement or the LLC Agreement as described in this prospectus.

Our directors and executive officers, and substantially all of our stockholders (such persons, the “lock-up parties”) have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each lock-up party, with limited exceptions, for a period of 180 days after the date of this prospectus (such period, the “restricted period”), may not (and may not cause any of their direct or indirect affiliates to), without the prior written consent of each of J.P. Morgan Securities LLC and BofA Securities, Inc., (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our Class A common stock or any securities convertible into or exercisable or exchangeable for our Class A common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such lock-up parties in accordance with the rules and regulations of the SEC (collectively with the Class A common stock, the “lock-up securities”)), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the lock-up securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of lock-up securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any lock-up securities, or (4) publicly disclose the intention to do any of the foregoing. Such persons or entities have further acknowledged that these undertakings preclude them from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (by any person or entity, whether or not a signatory to such agreement) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any lock-up securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of lock-up securities, in cash or otherwise.

The restrictions described in the immediately preceding paragraph and contained in the lock-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers of lock-up securities: (i) as bona fide gifts, or for bona fide estate planning purposes, (ii) by will or intestacy, (iii) to any trust for the direct or indirect benefit of the lock-up party or any immediate family member, (iv) to a partnership, limited liability company or other entity of which the lock-up party and its immediate family members are the legal and beneficial owner of all of the outstanding equity securities or similar interests, (v) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (iv), (vi) in the case of a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate of the lock-up party, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the lock-up party or its affiliates or (B) as part of a distribution to members, stockholders or limited partners of the lock-up party; (vii) by operation of law, (viii) to us from an employee upon death, disability or termination of employment of such employee, (ix) as part of a sale of lock-up securities acquired in open market transactions after the completion of this offering, (x) to us in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to purchase shares of Class A common stock (including “net” or “cashless” exercise), including for the payment of exercise price and/or tax and remittance payments, or (xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all stockholders involving a change in control, provided that if such transaction is not completed, all such

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lock-up securities would remain subject to the restrictions in the immediately preceding paragraph; (b) exchange of Class B common stock and LLC Units for Class A common stock in accordance with the Exchange Agreement; (c) exercise of the options, settlement of RSUs or other equity awards, or the exercise of warrants granted pursuant to plans described in this prospectus, provided that any lock-up securities received upon such exercise, vesting or settlement would be subject to restrictions similar to those in the immediately preceding paragraph; (d) the conversion of outstanding preferred stock, warrants to acquire preferred stock, or convertible securities into shares of Class A common stock or warrants to acquire shares of Class A common stock, provided that any Class A common stock or warrant received upon such conversion would be subject to restrictions similar to those in the immediately preceding paragraph; (e) the establishment by lock-up parties of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of lock-up securities during the restricted period; and (f) the demand for or exercise of any right with respect to any confidential or non-public submission for the registration of the Class A common stock.

J.P. Morgan Securities LLC and BofA Securities, Inc. may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We have applied to list our Class A common stock on Nasdaq under the symbol “NXT.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of Class A common stock in the open market for the purpose of preventing or retarding a decline in the market price of the Class A common stock while this offering is in progress. These stabilizing transactions may include making short sales of Class A common stock, which involves the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in this offering, and purchasing shares of Class A common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the Class A common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase Class A common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the Class A common stock or preventing or retarding a decline in the market price of the Class A common stock, and, as a result, the price of the Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In

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determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of Class A common stock, or that the shares will trade in the public market at or above the initial public offering price.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

TPG Capital BD, LLC (“TPG BD”), an affiliate of TPG, has acted as a financial advisor in connection with the offering. TPG BD is not acting as an underwriter in this offering and will not offer or sell any securities.

Certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, have, severally and not jointly, indicated an interest in purchasing up to an aggregate of $100 million collectively in shares of our Class A common stock in this offering at the initial public offering price and on the same terms and conditions as the other purchasers in this offering. Because these indications of interest are not binding agreements or commitments to purchase, such purchasers could determine to purchase more, fewer or no shares in this offering or the underwriters could determine to sell more, fewer or no shares to such purchasers. The underwriters will receive the same discount on any of our shares of Class A common stock purchased by certain funds and accounts managed by subsidiaries of BlackRock, Inc. and by Norges Bank Investment Management, a division of Norges Bank, as they will from any other shares of Class A common stock sold to the public in this offering.

Selling restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to,

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the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area, no shares have been offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares shall require any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and us that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the

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offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to prospective investors in the United Kingdom

No shares have been offered or will be offered pursuant to the offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Shares which (i) has been approved by the Financial Conduct Authority or (ii) is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provisions in Article 74 (transitional provisions) of the Prospectus Amendment etc (EU Exit) Regulations 2019/1234, except that the shares may be offered to the public in the United Kingdom at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of underwriters for any such offer; or

(c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000 (“FSMA”).

provided that no such offer of the Shares shall require the Issuer or any Manager to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market

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Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to prospective investors in Monaco

The shares may not be offered or sold, directly or indirectly, to the public in Monaco other than by a Monaco Bank or a duly authorized Monegasque intermediary acting as a professional institutional investor which has such knowledge and experience in financial and business matters as to be capable of evaluating the risks and merits of an investment in the Company. Consequently, this prospectus may only be communicated to (i) banks, and (ii) portfolio management companies duly licensed by the “Commission de Contrôle des Activités Financières” by virtue of Law n° 1.338, of September 7, 2007, and authorized under Law n° 1.144 of July 26, 1991. Such regulated intermediaries may in turn communicate this prospectus to potential investors.

Notice to prospective investors in Australia

This prospectus:

• does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

• has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to prospective investors in New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the “FMC Act”). The shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:

• is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;

• meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;

• is large within the meaning of clause 39 of Schedule 1 of the FMC Act;

• is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or

• is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

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Notice to prospective investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the account or the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to prospective investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to prospective investors in Singapore

Each underwriter has acknowledged that this prospectus has not been and will not be registered as a prospectus under the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) by the Monetary Authority of Singapore and the offer of the shares in Singapore is made primarily pursuant to the exemptions under Sections 274 and 275 of the SFA. Accordingly, each underwriter has represented and agreed that it has not offered or sold any shares or caused the shares to be made the subject of an invitation for subscription or purchase and will not offer or sell any shares or cause the shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares, whether directly or indirectly, to any person in Singapore other than:

(a) to an institutional investor (as defined in Section 4A of the SFA (an “Institutional Investor”) pursuant to Section 274 of the SFA;

(b) to an accredited investor (as defined in Section 4A of the SFA) (an “Accredited Investor”) or other relevant person (as defined in Section 275(2) of the SFA) (a “Relevant Person”) pursuant to Section 275(1) of the SFA, or to any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or

(c) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption or provision of the SFA.

It is a condition of the offer that where the shares are subscribed for or acquired pursuant to an offer made in reliance on Section 275 of the SFA by a Relevant Person which is:

(a) a corporation (which is not an Accredited Investor), the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an Accredited Investor; or

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(b) a trust (where the trustee is not an Accredited Investor), the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an Accredited Investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation and the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has subscribed for or acquired the shares except:

(i) to an Institutional Investor or an Accredited Investor or other Relevant Person, or which arises from an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or Section 276(4)(i)(B) of the SFA (in the case of that trust);

(ii) where no consideration is or will be given for the transfer;

(iii) where the transfer is by operation of law;

(iv) as specified in Section 276(7) of the SFA; or

(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notice to prospective investors in China

This prospectus will not be circulated or distributed in the People’s Republic of China (“PRC”) and the shares will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Notice to prospective investors in Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). The shares have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including, but not limited to, requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Notice to prospective investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign

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currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to prospective investors in Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

Notice to prospective investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

Notice to prospective investors in Qatar

The shares described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Notice to prospective investors in the Dubai International Financial Centre (“DIFC”)

This prospectus relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for this prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions on

248

their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to prospective investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to prospective investors in Bermuda

The shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to prospective investors in the British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the issuer. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), (“BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

Notice to prospective investors in The Bahamas

The shares may not be offered or sold in The Bahamas via a public offer. The shares may not be offered or sold or otherwise disposed of in any way to any person(s) deemed “resident” for exchange control purposes by the Central Bank of The Bahamas.

Notice to prospective investors in South Africa

Due to restrictions under the securities laws of South Africa, no “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”)) is being made in connection with the issue of the shares in South Africa. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. The shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions stipulated in section 96 (1) applies:

Section 96 (1) (a): the offer, transfer, sale, renunciation or delivery is to:

(i) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;

(ii) the South African Public Investment Corporation;

249

(iii) persons or entities regulated by the Reserve Bank of South Africa;

(iv) authorised financial service providers under South African law;

(v) financial institutions recognised as such under South African law;

(vi) a wholly-owned subsidiary of any person or entity contemplated in (iii), (iv) or (v), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or

(vii) any combination of the person in (i) to (vi); or

Section 96 (1) (b): the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act.

Information made available in this prospectus should not be considered as “advice” as defined in the South African Financial Advisory and Intermediary Services Act, 2002.

Notice to prospective investors in Chile

THESE SHARES ARE PRIVATELY OFFERED IN CHILE PURSUANT TO THE PROVISIONS OF LAW 18,045, THE SECURITIES MARKET LAW OF CHILE, AND NORMA DE CARÁCTER GENERAL NO. 336 (“RULE 336”), DATED JUNE 27, 2012, ISSUED BY THE SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE (“SVS”), THE SECURITIES REGULATOR OF CHILE, TO RESIDENT QUALIFIED INVESTORS THAT ARE LISTED IN RULE 336 AND FURTHER DEFINED IN RULE 216 OF JUNE 12, 2008 ISSUED BY THE SVS.

PURSUANT TO RULE 336 THE FOLLOWING INFORMATION IS PROVIDED IN CHILE TO PROSPECTIVE RESIDENT INVESTORS IN THE OFFERED SECURITIES:

1. THE INITIATION OF THE OFFER IN CHILE IS                , 2023.

2. THE OFFER IS SUBJECT TO NCG 336 OF JUNE 27, 2012 ISSUED BY THE SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE (SUPERINTENDENCY OF SECURITIES AND INSURANCE OF CHILE).

3. THE OFFER REFERS TO SECURITIES THAT ARE NOT REGISTERED IN THE REGISTRO DE VALORES (SECURITIES REGISTRY) OR THE REGISTRO DE VALORES EXTRANJEROS (FOREIGN SECURITIES REGISTRY) OF THE SVS AND THEREFORE:

a. THE SECURITIES ARE NOT SUBJECT TO THE OVERSIGHT OF THE SVS; AND

b. THERE ISSUER THEREOF IS NOT SUBJECT TO REPORTING OBLIGATION WITH RESPECT TO ITSELF OR THE OFFERED SECURITIES.

4. THE SECURITIES MAY NOT BE PUBLICLY OFFERED IN CHILE UNLESS AND UNTIL THEY ARE REGISTERED IN THE SECURITIES REGISTRY OF THE SVS.

INFORMACIÓN A LOS INVERSIONISTAS RESIDENTES EN CHILE

LOS VALORES OBJETO DE ESTA OFERTA SE OFRECEN PRIVADAMENTE EN CHILE DE CONFORMIDAD CON LAS DISPOSICIONES DE LA LEY N° 18.045 DE MERCADO DE VALORES, Y LA NORMA DE CARÁCTER GENERAL N° 336 DE 27 DE JUNIO DE 2012 (“NCG 336”) EMITIDA POR LA SUPERINTENDENCIA DE VALORES Y SEGUROS DE CHILE, A LOS “INVERSIONISTAS CALIFICADOS” QUE ENUMERA LA NCG 336 Y QUE SE DEFINEN EN LA NORMA DE CARÁCTER GENERAL N° 216 DE 12 DE JUNIO DE 2008 EMITIDA POR LA MISMA SUPERINTENDENCIA.

EN CUMPLIMIENTO DE LA NCG 336, LA SIGUIENTE INFORMACIÓN SE PROPORCIONA A LOS POTENCIALES INVERSIONISTAS RESIDENTES EN CHILE:

1. LA OFERTA DE ESTOS VALORES EN CHILE COMIENZA EL DÍA    DE    2023.

250

2. LA OFERTA SE ENCUENTRA ACOGIDA A LA NCG 336 DE FECHA ECHA 27 DE JUNIO DE 2012 EMITIDA POR LA SUPERINTENDENCIA DE VALORES Y SEGUROS.

3. LA OFERTA VERSA SOBRE VALORES QUE NO SE ENCUENTRAN INSCRITOS EN EL REGISTRO DE VALORES NI EN EL REGISTRO DE VALORES EXTRANJEROS QUE LLEVA LA SUPERINTENDENCIA DE VALORES Y SEGUROS, POR LO QUE:

a. LOS VALORES NO ESTÁN SUJETOS A LA FISCALIZACIÓN DE ESA SUPERINTENDENCIA; Y

b. EL EMISOR DE LOS VALORES NO ESTÁ SUJETO A LA OBLIGACIÓN DE ENTREGAR INFORMACIÓN PÚBLICA SOBRE LOS VALORES OFRECIDOS NI SU EMISOR.

4. LOS VALORES PRIVADAMENTE OFRECIDOS NO PODRÁN SER OBJETO DE OFERTA PÚBLICA EN CHILE MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES CORRESPONDIENTE.

251

Legal matters

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Sidley Austin LLP, Palo Alto, California. Wilson Sonsini Goodrich & Rosati, P.C., Palo Alto, California is acting as counsel to the underwriters.

Experts

The balance sheet of Nextracker Inc. as of December 19, 2022 (date of formation) included in this prospectus has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statement is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Nextracker as of March 31, 2022 and 2021, and for each of the three years in the period ended March 31, 2022, included in this Prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are included in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Where you can find additional information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our Class A common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock being sold in this offering, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or document referenced are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

The SEC maintains a website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available at website of the SEC referred to above. We also maintain a website at www.nextracker.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or accessible through, our website is not a part of, and is not incorporated into, this prospectus.

252

Index to financial statements

Nextracker Inc.	Page
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of December 19, 2022		F-3
Notes to Financial Statement		F-4

Nextracker

Audited Combined Financial Statements of Nextracker:	Page
Report of Independent Registered Public Accounting Firm		F-5
Combined Balance Sheets as of March 31, 2022 and March 31, 2021		F-8
Combined Statements of Operations and Comprehensive Income for the fiscal years ended March 31, 2022, 2021 and 2020		F-9
Combined Statements of Parent Company Equity (Deficit) and Redeemable Preferred Units for the fiscal years ended March 31, 2022, 2021 and 2020		F-10
Combined Statements of Cash Flows for the fiscal years ended March  31, 2022, 2021 and 2020		F-11
Notes to the Combined Financial Statements		F-12

Unaudited Condensed Combined Financial Statements of Nextracker:	Page
Condensed Combined Balance Sheets as of September 30, 2022 and March 31, 2022		F-38
Condensed Combined Statements of Operations and Comprehensive Income for the six-month periods ended September 30, 2022 and October 1, 2021		F-39
Condensed Combined Statements of Parent Company Equity (Deficit) and Redeemable Preferred Units for the six-month periods ended September 30, 2022 and October 1, 2021		F-40
Condensed Combined Statements of Cash Flows for the six-month periods ended September 30, 2022 and October 1, 2021		F-41
Notes to the Condensed Combined Financial Statements		F-42

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholder and the Board of Directors of Nextracker Inc.:

Opinion on the Financial Statement

We have audited the accompanying balance sheet of Nextracker Inc. (the “Company”) as of December 19, 2022 (date of formation) and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 19, 2022 (date of formation) in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statement that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statement and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

January 13, 2023

We have served as the Company’s auditor since fiscal year 2023.

F-2

NEXTRACKER INC.

Balance sheet

	As of December 19
(In thousands, except shares and per share amount)	2022
ASSETS
Cash and cash equivalents	$	—
Total assets	$	—
LIABILITIES AND STOCKHOLDER’S EQUITY
Total liabilities	$	—
Stockholder’s equity:
Common stock, $0.001 par value per share, 100 shares authorized, 100 issued and outstanding		—
Additional paid-in capital		—
Total liabilities and stockholder’s equity	$	—

The accompanying notes are an integral part of this financial statement.

F-3

NEXTRACKER INC.

Notes to financial statement

1. Description of the Business and Summary of Significant Accounting Policies

Background and Nature of Operations

Nextracker Inc. (the “Company”) was formed as a Delaware corporation on December 19, 2022, which is a 100%-owned subsidiary of Yuma, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Flex Ltd. The Company was formed for the purpose of completing a public offering and related transactions (the “Transactions”) in order to carry on the business of Nextracker LLC, which is an entity comprised of the solar tracker business of Flex Ltd. that is the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world.

Basis of Presentation

The accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Separate statements of income and comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity as of December 19, 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and the accompanying notes. Actual results may differ materially from our estimates.

Subsequent Events

We evaluated subsequent events through January 13, 2023, which is the date the financial statements were available to be issued.

2. Stockholder’s Equity

At the date of incorporation, the Company was authorized to issue 100 shares of common stock, par value $0.001 per share, and issued 100 shares of common stock to Yuma, Inc., which is a 100%-owned indirect subsidiary of Flex Ltd.

3. Income Taxes

As of the date of formation, we did not have any taxable income. Nextracker Inc. is subject to statutory tax requirements of the locations in which it conducts its business. State and local income taxes will be accrued as deemed required in the best judgment of management based on analysis and interpretation of respective tax laws.

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Nextracker

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Nextracker as described in Note 1 (the “Company”) as of March 31, 2022 and 2021, the related combined statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units, and cash flows, for each of the three years in the period ended March 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-5

Contract Estimates, Revenue Recognition– Refer to Note 2 to the financial statements.

Critical Audit Matter Description

As described in Note 2 to the combined financial statements, the Company recognizes solar tracker system project revenues over time, based on costs incurred to date on the project as a percentage of total expected costs to be incurred. Accounting for contracts for which revenue is recognized over time requires management to estimate the total expected costs to be incurred. As part of these estimates, management must make various assumptions regarding labor productivity and availability, the complexity of the work to be performed, and the cost and availability of materials including variable freight costs. These estimates are subject to considerable judgment and could be impacted by changes in expected costs for materials, freight and labor.

Auditing management’s estimates of total expected costs to be incurred was challenging due to significant judgments made by management with respect to materials, freight and labor as future results may vary significantly from past estimates due to changes in facts and circumstances as the project progresses to completion. This led to significant auditor judgment and effort in performing procedures to evaluate management’s estimates of the total expected costs to be incurred in order to complete projects.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of total expected costs to be incurred included the following, among others:

• We tested the effectiveness of management’s control for determining the estimates of total expected costs to be incurred.

• We evaluated the reasonableness of significant assumptions involved and management’s ability to estimate total expected costs to be incurred for a sample of projects by:

• Testing the underlying data utilized in management’s estimates by agreeing to source data or by developing an independent expectation.

• Performing retrospective reviews by comparing actual performance to estimated performance to evaluate the thoroughness and precision of management’s estimation process.

• Testing the mathematical accuracy of management’s cumulative revenue adjustments recorded during the year.

Product Warranty Liability — Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from five to ten years, depending on the component. The estimated warranty liability is based on historical information on the nature, frequency and average cost of claims, including the number of units expected to fail over time (i.e., potential failure rate), for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates.

As a result of little or no operating history of certain products relative to the warranty term and the subjectivity of estimating the potential failure rates of warranty claims, performing audit procedures to evaluate whether the expected failure rates were appropriately determined as of March 31, 2022, required a high degree of auditor judgment and an increased extent of effort.

F-6

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the potential failure rate used to determine the product warranty liability included the following, among others:

• We tested the effectiveness of management’s controls over the review of the warranty liability calculation, including those over the determination of potential failure rates.

• We evaluated the methods and assumptions used by management to estimate the potential failure rates used as part of the calculation of the product warranty liability by:

• Testing the underlying data that served as the input for the potential failure rate analysis, which included historical claims and historical product sales, in order to evaluate whether management’s assumptions are reasonable.

• Analyzing actual warranty claims received during the current year to identify potential bias in the determination of the failure rate estimates used in the warranty liability recorded.

• Performing inquiries of operational and executive management regarding knowledge of known product warranty claims or product issues and evaluated whether they were appropriately considered in the determination of the warranty liability.

• Developing an independent expectation of the warranty liability and comparing it to management’s estimate to evaluate the reasonableness of the estimate.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

September 22, 2022 (February 1, 2023 as to the effects of the reverse unit split discussed in Note 12)

We have served as the Company’s auditor since 2021.

F-7

NEXTRACKER

Combined balance sheets

	As of March 31,
(In thousands)	2022			2021
ASSETS
Current assets:
Cash	$	29,070		$	190,589
Accounts receivable, net of allowance for doubtful accounts (Note 2)		168,303			121,416
Contract assets		292,407			146,794
Inventories		172,208			84,472
Other current assets		52,074			39,982
Total current assets		714,062			583,253
Property and equipment, net		7,423			5,032
Goodwill		265,153			265,153
Other intangible assets, net		2,528			10,993
Other assets		28,123			16,538
Total assets	$	1,017,289		$	880,969
LIABILITIES, REDEEMABLE PREFERRED UNITS AND PARENT COMPANY EQUITY (DEFICIT)
Current liabilities:
Accounts payable		266,596			231,460
Accrued expenses		26,176			35,620
Deferred revenue		77,866			77,378
Due to related parties		39,314			28,804
Other current liabilities		63,419			18,089
Total current liabilities		473,371			391,351
Other liabilities		42,785			33,571
Total liabilities		516,156			424,922
Commitments and contingencies (Note 9)
Redeemable preferred units, $0.001 par value; 238,096 units and 0 units issued and outstanding, respectively		504,168			—
Parent company equity (deficit):
Accumulated net parent investment		(3,035	)		456,047
Total parent company equity (deficit)		(3,035	)		456,047
Total liabilities, redeemable preferred units and parent company equity (deficit)	$	1,017,289		$	880,969

The accompanying notes are an integral part of these combined financial statements.

F-8

NEXTRACKER

Combined statements of operations and comprehensive income

	Fiscal year ended March 31,
(In thousands)	2022		2021		2020
Revenue	$	1,457,592	$	1,195,617	$	1,171,287
Cost of sales		1,310,561		963,636		958,380
Gross profit		147,031		231,981		212,907
Selling, general and administrative expenses		66,948		60,442		55,361
Research and development		14,176		13,008		8,641
Operating income		65,907		158,531		148,905
Interest and other, net		799		502		(24	)
Income before income taxes		65,108		158,029		148,929
Provision for income taxes		14,195		33,681		30,673
Net income and comprehensive income	$	50,913	$	124,348	$	118,256

The accompanying notes are an integral part of these combined financial statements.

F-9

NEXTRACKER

Combined statements of parent company equity (deficit) and redeemable preferred units

(In thousands)	Net Parent Investment			Redeemable Preferred Units
BALANCE AT MARCH 31, 2019	$	359,337		$	—
Stock-based compensation expense		4,236			—
Net income		118,256			—
Net transfers to Parent		(250,765	)		—
BALANCE AT MARCH 31, 2020	$	231,064		$	—
Stock-based compensation expense		4,306			—
Net income		124,348			—
Net transfers from Parent		427,725			—
Dividend distribution to Parent		(331,396	)		—
BALANCE AT MARCH 31, 2021	$	456,047		$	—
Stock-based compensation expense		3,048			—
Net income		50,913			—
Issuance of Series A redeemable preferred units as dividend to parent and cancellation of common shares		(500,000	)		500,000
Paid-in-Kind dividend for Series A redeemable preferred units		(4,168	)		4,168
Net transfers to Parent		(8,875	)		—
BALANCE AT MARCH 31, 2022	$	(3,035	)	$	504,168

The accompanying notes are an integral part of these combined financial statements.

F-10

NEXTRACKER

Combined statements of cash flows

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Cash flows from operating activities:
Net income	$	50,913		$	124,348		$	118,256
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges		11,146			16,809			17,948
Provision for doubtful accounts (Note 2)		(1,429	)		2,440			1,852
Non-cash other expense		1,613			1,461			1,552
Stock-based compensation		3,048			4,306			4,236
Deferred income taxes		(5,337	)		(2,850	)		(5,813	)
Changes in operating assets and liabilities:
Accounts receivable		(45,458	)		(6,131	)		(16,791	)
Contract assets		(145,613	)		(41,703	)		(20,039	)
Inventories		(87,736	)		(23,287	)		(35,736	)
Other current and noncurrent assets		(18,003	)		(17,177	)		(11,102	)
Accounts payable		35,818			55,557			69,947
Other current and noncurrent liabilities		28,173			(6,303	)		28,741
Deferred revenue (current and noncurrent)		15,243			(555	)		74,305
Due to related parties		10,509			(12,642	)		13,643
Net cash provided by (used in) operating activities		(147,113	)		94,273			240,999
Cash flows from investing activities:
Purchases of property and equipment		(5,917	)		(2,463	)		(1,655	)
Proceeds from the disposition of property and equipment		167			—			—
Purchase of intangible assets		—			(500	)		—
Net cash used in investing activities		(5,750	)		(2,963	)		(1,655	)
Cash flows from financing activities:
Net transfers (to) from Parent		(8,656	)		427,725			(250,765	)
Dividend distribution to Parent		—			(331,396	)		—
Net cash provided by (used in) financing activities		(8,656	)		96,329			(250,765	)
Effect of exchange rate on cash and cash equivalents		—			—			—
Net increase (decrease) in cash		(161,519	)		187,639			(11,421	)
Cash beginning of period		190,589			2,950			14,371
Cash end of period	$	29,070		$	190,589		$	2,950
Non-cash investing activity:
Unpaid purchases of property and equipment	$	138		$	820		$	391
Non-cash financing activity:
Capitalized offering costs	$	5,331		$	1,696

The accompanying notes are an integral part of these combined financial statements.

F-11

NEXTRACKER

Notes to combined financial statements

1. Organization of Nextracker

The accompanying combined financial statements reflect the operations that comprise the legacy solar tracker business of Flex Ltd. (“Flex” or the “Parent”), including Nextracker LLC (formerly known as NEXTracker Inc.) and its subsidiaries, collectively called Nextracker (or the “Company”). The combined financial statements have been derived from the consolidated financial statements and accounting records of Flex. See Note 2 for basis of presentation details.

Nextracker was acquired by Flex in 2015. In 2016, Flex acquired BrightBox Technologies, Inc. (“BrightBox”) on behalf of Nextracker to further its machine learning capabilities. Nextracker’s results of operations have been reported in the Parent’s consolidated financial statements. Beginning in the fourth quarter of fiscal year 2022 and in connection with the sale of certain Series A preferred units to a third party as further discussed in Note 6, NEXTracker Inc. was converted to a limited liability company, Nextracker LLC. Additionally, beginning in the fourth quarter of fiscal year 2022, Nextracker operates as a separate operating and reportable segment of Flex. Nextracker was previously included in Flex’s Industrial reporting unit within the Flex Reliability Solutions segment.

Nextracker is the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Nextracker’s products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. Nextracker has operations in the United States, Mexico, Chile, Spain, India, Australia, the Middle East and Brazil.

2. Summary of accounting policies

Basis of presentation

Throughout the period covered by the combined financial statements, Nextracker did not operate as a separate entity and stand-alone separate historical financial statements for Nextracker have not been prepared.

Nextracker is primarily comprised of certain stand-alone legal entities for which discrete financial information is available. The accompanying combined financial statements have been prepared on a stand-alone basis and are derived from the Parent’s consolidated financial statements and accounting records, using the Parent’s historical basis in Nextracker’s assets and liabilities. These combined financial statements reflect Nextracker’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Nextracker’s financial position, results of operations and cash flows may not be indicative of its condition had Nextracker been a separate stand-alone entity during the periods presented, nor indicative of the results that may be expected in the future. The combined financial statements included herein do not reflect any changes that may occur in Nextracker’s financing and operations as a result of an initial public offering.

The combined financial statements include all revenues, expenses, assets and liabilities directly attributable to Nextracker. Where it is possible to specifically attribute such expenses to activities of Nextracker, these amounts have been charged or credited directly to Nextracker without allocation or apportionment. The combined statements of operations also include allocations of certain costs from Flex incurred on Nextracker’s behalf. Such corporate-level costs are allocated to Nextracker using methods based on proportionate formulas such as revenue and headcount, among others. Such corporate-level costs include costs pertaining to

F-12

NEXTRACKER

Notes to combined financial statements (Continued)

accounting and finance, legal, human resources, information technology, insurance, tax services, and other costs. Such costs may not represent the amounts that would have been incurred had Nextracker operated autonomously or independently from Flex. Management considers the expense allocation methodology and results to be reasonable for all periods presented. However, these costs may not be indicative of what Nextracker may incur in the future. During the fourth quarter of fiscal year 2022, Nextracker entered into a Transition Service Agreement (“TSA”) with Flex, whereby Flex agreed to provide or cause to be provided certain services to Nextracker which were previously included as part of the allocations from Flex. As consideration, Nextracker agreed to pay Flex the amount specified for each service as described in the arrangement.

All intracompany transactions and accounts within Nextracker have been eliminated. All significant transactions between Nextracker and Flex that have not been historically cash settled have been included in the combined balance sheets within accumulated net parent investment and reflected in the combined statements of cash flows as a financing activity as these are deemed to be internal financing transactions.

In connection with the Parent’s acquisition of Nextracker and BrightBox in 2015 and 2016, respectively, Flex applied pushdown accounting to separate financial statements of acquired entities in accordance with ASC 805. The application of pushdown accounting impacted goodwill and intangible assets (see Note 5).

Cash included in the combined balance sheets reflects cash that is controlled by Nextracker. Flex’s debt has not been allocated to Nextracker for any of the periods presented because the debt is not specifically identifiable to Nextracker.

Redeemable preferred units that are redeemable upon the occurrence of conditions outside of the control of Nextracker are reported as temporary equity in the combined balance sheets. Refer to Note 6, Redeemable Preferred Units for additional information.

Flex maintains share-based compensation plans at a corporate level. Nextracker employees participate in those plans and a portion of the cost of those plans is included in Nextracker’s combined financial statements. See Note 7 for a further description of the accounting for share-based compensation.

The historical comparative periods within the combined balance sheets and combined statements of cash flows have been recast to align with the current period presentation of the reclassification of unbilled accounts receivable previously presented within accounts receivable, net of allowance to a separate line item labeled contract assets. The foregoing change in presentation has no impact on the Company’s results of operations or cash flows from operating activities.

Foreign currency translation

The reporting currency of Nextracker is the United States dollar (“USD”). The functional currency of Nextracker and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in interest and other, net in the accompanying combined statements of operations and comprehensive income when realized and were not material for the fiscal years ended March 31, 2022, 2021, and 2020.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

F-13

NEXTRACKER

Notes to combined financial statements (Continued)

liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things, impairment of goodwill, impairment of long-lived assets, allowance for doubtful accounts, reserve for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation accruals, and fair values of stock options and restricted share unit awards granted under stock-based compensation plans. Due to the COVID-19 pandemic and geopolitical conflicts (including the Russian invasion of Ukraine), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the COVID-19 pandemic and the Russian invasion of Ukraine. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the combined financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the combined financial statements.

Revenue recognition

Nextracker accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers (“ASC 606”) for all periods presented. In applying ASC 606, Nextracker recognizes revenue from the sale of solar tracker systems, parts, extended warranties on solar tracker systems components and software licenses along with associated maintenance and support. In determining the appropriate amount of revenue to recognize, Nextracker applies the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) Nextracker satisfies a performance obligation. In assessing the recognition of revenue, Nextracker evaluates whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations. Further, Nextracker assesses whether control of the product or services promised under the contract is transferred to the customer at a point in time or over time.

Nextracker’s contracts for specific solar tracker system projects with customers are predominantly accounted for as one performance obligation because the customer is purchasing an integrated service, which includes Nextracker’s overall management of the solar tracker system project and oversight through the installation process to ensure a functioning system is commissioned at the customer’s location. Nextracker’s performance creates and enhances an asset that the customer controls as the Company performs under the contract, which is principally as tracker system components are delivered to the designated project site. Although Nextracker sources the component parts from third party manufacturers, it obtains control and receives title of such parts before transferring them to the customer because Nextracker is primarily responsible for fulfillment to its customer. Nextracker’s engineering services and professional services are interdependent with the component parts whereby the parts form an input into a combined output for which it is the principal, and Nextracker could redirect the parts before they are transferred to the customer if needed. The customer owns the work-in-

process over the course of the project and Nextracker’s performance enhances a customer controlled asset, resulting in the recognition of the performance obligation over time. The measure of progress is estimated using an input method based on costs incurred to date on the project as a percentage of total expected costs to be incurred. The costs of materials and hardware components are recognized as incurred, which is typically

F-14

NEXTRACKER

Notes to combined financial statements (Continued)

upon delivery to the customer site or upon transfer of control while in transit. As such, the cost-based input measure is considered the best measure of progress in depicting Nextracker’s performance in completing a tracker system.

Contracts with customers that result in multiple performance obligations include contracts for the sale of components, solar tracker system project contracts with an extended warranty, and contracts for the sale of software solutions.

For contracts related to sale of components, Nextracker’s obligation to the customer is to deliver components that are used by the customer to create a tracker system and does not include engineering or other professional services or the obligation to provide such services in the future. Each component is a distinct performance obligation, and often the components are delivered in batches at different points in time. Nextracker estimates the standalone selling price (“SSP”) of each performance obligation based on a cost plus margin approach. Revenue allocated to a component is recognized at the point in time that control of the component transfers to the customer.

At times, a customer will purchase a service-type warranty with a tracker system project. Nextracker uses a cost plus margin methodology to determine the SSP for both the tracker system project and the extended warranty. The revenue allocated to each performance obligation is recognized over time based on the period over which control transfers. The Company recognizes revenue allocated to the extended warranty on a straight-line basis over the contractual service period, which is generally 10 to 15 years. This period starts once the standard workmanship warranty expires, which is generally 5 to 10 years from the date control of the underlying tracker system components is transferred to the customer. To date, revenues recognized related to extended warranty were not material.

Nextracker generates revenues from sales of software licenses of its TrueCapture and NX Navigator offerings, which are often sold separately from the tracker system. Software licenses are generally sold with maintenance services, which include ongoing security updates, upgrades, bug fixes and support. The software license and the maintenance services are separate performance obligations. Nextracker estimates the SSP of the software license using an adjusted market approach and estimates the SSP of the maintenance service using a cost plus margin approach. Revenue allocated to the software license is recognized at a point in time upon transfer of control of the software license, and revenue allocated to the maintenance service is generally recognized over time on a straight-line basis during the maintenance term. Revenues related to sales of software licenses were not material and were approximately 2% and 1% of total revenue for the fiscal years ended March 31, 2022 and 2021, respectively, and less than 1% of total revenue for the fiscal year ended 2020.

Contract estimates

Accounting for contracts for which revenue is recognized over time requires Nextracker to estimate the expected margin that will be earned on the project. These estimates include assumptions on labor productivity and availability, the complexity of the work to be performed, and the cost and availability of materials including variable freight costs. Nextracker reviews and updates its contract-related estimates each reporting period and recognizes changes in estimates on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, Nextracker recognizes the total loss in the period it is identified.

F-15

NEXTRACKER

Notes to combined financial statements (Continued)

As of March 31, 2022, the Company had a $5.2 million reserve primary related to six of its contracts which are in a material loss position. The reserve takes into account all reasonably foreseeable factors that may lead to additional losses and represents its best estimate. The Company expects these contracts to be completed within nine to twelve months. The significant assumptions used to determine contract losses include the current estimate of future costs, including the most recent rates for freight and steel costs. Nextracker expects elevated freight and steel costs for the near future related to projects in progress, which is already contemplated in determining its current loss reserve. The Company does not expect any remaining performance obligations to be similarly impacted due to freight and steel costs. However, as these projects continue through the construction and commissioning phases, it is reasonably possible that other unforeseen circumstances could occur and result in the recognition of additional losses on these projects; however a range of such amounts cannot currently be estimated.

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the combined balance sheets. Nextracker’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $292.4 million and $146.8 million as of March 31, 2022 and March 31, 2021, respectively, are reflected in the combined balance sheets, of which $86.5 million and $72.3 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets increased $145.6 million from March 31, 2021 to March 31, 2022 due to an increase in delivered product that billing is subject to completion of specific contractual milestones which have been delayed due to logistics constraints and component shortages. Contract assets were $105.1 million as of March 31, 2020.

During the years ended March 31, 2022 and March 31, 2021, Nextracker converted $71.7 million and $85.5 million deferred revenue to revenue, respectively, which represented 78% and 92%, respectively, of the beginning period balance of deferred revenue.

Remaining performance obligations

As of March 31, 2022, Nextracker had $107.4 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on 73% of these performance obligations in the next 12 months. The remaining long-term obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.

Practical expedients and exemptions

Nextracker has elected to adopt certain practical expedients and exemptions as allowed under ASC 606, such as (i) recording sales commissions as incurred because the amortization period is less than one year, (ii) not adjusting for the effects of significant financing components when the contract term is less than one year, (iii) excluding collected sales tax amounts from the calculation of revenue and (iv) accounting for the costs of shipping and

F-16

NEXTRACKER

Notes to combined financial statements (Continued)

handling activities that are incurred after the customer obtains control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.

Fair value

The fair values of Nextracker’s cash, accounts receivable, and accounts payable approximate their carrying values due to their short maturities.

Concentration of credit risk

Financial instruments which potentially subject Nextracker to concentrations of credit risk are primarily accounts receivable and cash.

Customer credit risk

Nextracker has an established customer credit policy, through which it manages customer credit exposures through credit evaluations, credit limit setting, monitoring, and enforcement of credit limits for new and existing customers. Nextracker performs ongoing credit evaluations of its customers’ financial condition and makes provisions for doubtful accounts based on the outcome of those credit evaluations. Nextracker evaluates the collectability of its accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables. To the extent Nextracker identifies exposures as a result of credit or customer evaluations, Nextracker also reviews other customer related exposures, including but not limited to contract assets, inventory and related contractual obligations.

The following table summarizes the activity in Nextracker’s allowance for doubtful accounts during fiscal years 2022, 2021, and 2020:

(In thousands)	Balance at beginning of year		Charges/ (recoveries) to costs and expenses			Deductions/ Write-Offs			Balance at end of year
Allowance for doubtful accounts:
Year ended March 31, 2020(1)	$	7,162	$	1,852		$	(7,800	)	$	1,214
Year ended March 31, 2021(1)	$	1,214	$	2,440		$	(59	)	$	3,595
Year ended March 31, 2022	$	3,595	$	(21	)	$	—		$	3,574

(1) Charges incurred during fiscal years 2021 and 2020 are primarily for costs and expenses related to various distressed customers.

One customer accounted for greater than 10% of revenue in fiscal years 2022, 2021, and 2020, with revenue of approximately $196.2 million, $230.3 million, and $146.1 million, respectively, and greater than 10% of the total balance of accounts receivable, net of allowance for doubtful accounts and contract assets as of March 31, 2022 and 2021, with balances of approximately 10% and 11%, respectively. Additionally, one customer accounted for greater than 10% of the total balance of accounts receivable, net of allowance for doubtful accounts and

contract assets as of March 31, 2022 with balances of approximately 13%. No other customers accounted for greater than 10% of Nextracker’s revenue in fiscal years 2022 and 2021. Finally, another customer accounted for greater than 10% of revenue in fiscal year 2020 with revenue of approximately $188.3 million.

F-17

NEXTRACKER

Notes to combined financial statements (Continued)

Accounts receivable, net

Nextracker’s accounts receivable are due primarily from solar contractors across the United States and internationally. Credit is extended in the normal course of business based on evaluation of a customer’s financial condition and, generally, collateral is not required. Trade receivables consist of uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 90 days of the invoice date. Management regularly reviews outstanding accounts receivable and provides for estimated losses through an allowance for doubtful accounts. In evaluating the level of the allowance for doubtful accounts, Nextracker makes judgments regarding the customers’ ability to make required payments, economic events and other factors. As the financial conditions of Nextracker’s customers change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. When deemed uncollectible, the receivable is charged against the allowance.

Product warranty

Nextracker offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from five to ten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on our warranty model, which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextracker specific projects and overall industry statistics. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The following table summarizes the activity related to the estimated accrued warranty reserve during fiscal years ended March 31, 2022 and March 31, 2021:

	Fiscal year ended March 31,
(In thousands)	2022			2021
Beginning balance	$	17,085		$	15,275
Provision (release) for warranties issued		(5,159	)		2,902
Payments		(1,441	)		(1,092	)
Ending balance	$	10,485		$	17,085

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Nextracker’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects.

Property and equipment, net

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of the related assets, with

F-18

NEXTRACKER

Notes to combined financial statements (Continued)

the exception of building leasehold improvements, which are depreciated over the term of the lease, if shorter. Repairs and maintenance costs are expensed as incurred. Property and equipment is comprised of the following:

	Depreciable life (in years)		As of March 31,
(In thousands)			2022			2021
Machinery and equipment		3—8	$	8,535		$	9,005
Leasehold improvements		up to 5		4,148			920
Furniture, fixtures, computer equipment and software		3—7		6,111			4,668
Construction-in-progress		—		2,511			1,946
				21,305			16,539
Accumulated depreciation and amortization				(13,882	)		(11,507	)
Property and equipment, net			$	7,423		$	5,032

Total depreciation expense associated with property and equipment was approximately $2.7 million, $1.8 million, and $2.8 million in fiscal years 2022, 2021, and 2020, respectively.

Nextracker reviews property and equipment for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is determined by comparing its carrying amount to the lowest level of identifiable projected undiscounted cash flows the property and equipment are expected to generate. An impairment loss is recognized when the carrying amount of property and equipment exceeds its fair value. Management determined there was no impairment for the years ended March 31, 2022, 2021, and 2020.

Deferred income taxes

For purposes of these combined financial statements, Nextracker taxes are calculated on a stand-alone basis as if Nextracker completed separate tax returns apart from its Parent (“Separate-return Method”). Income taxes as presented herein allocate current and deferred income taxes of Flex to Nextracker in a manner that Nextracker believes is systematic, rational, and consistent with the asset and liability method prescribed by ASC 740. Accordingly, as stated in paragraph 30 of ASC 740, the sum of the amounts allocated to Nextracker may not be indicative of Nextracker’s condition had Nextracker been a separate stand-alone entity during the periods presented. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. Valuation allowances are established when management determines that it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. For domestic entities, the settlement of tax obligations is assumed in the period incurred and included in net parent investment, whereas the settlement of certain historical foreign tax obligations is reflected in taxes payable/receivable given that certain foreign entities have filed separately. Other foreign entities have not historically filed separately and therefore the settlement of their tax obligations is included in

F-19

NEXTRACKER

Notes to combined financial statements (Continued)

net parent investment. Any incremental foreign tax expense calculated on a stand-alone basis is recorded in net parent investment.

Goodwill and other intangible assets

In accordance with accounting standards related to business combinations, goodwill is not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired technology, are amortized over their estimated useful lives. Nextracker reviews identified intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Nextracker also tests goodwill at least annually for impairment. Refer to Note 5 for additional information about goodwill and other intangible assets.

Other current assets

Other current assets include short-term deposits and advances of $9.3 million and $27.4 million as of March 31, 2022 and 2021, respectively, primarily related to advance payments to certain vendors for procurement of inventory. Additionally, other current assets includes $22.3 million as of March 31, 2022, for an estimated insurance recovery related to a certain litigation as further described in Note 9.

Capitalized offering costs

Capitalized offering costs consist primarily of legal and accounting fees, which are direct and incremental fees related to the offering. These associated costs will be paid by Flex and offset against the proceeds of the offering. The Company had incurred $5.3 million and $1.7 million in capitalized offering costs as of March 31, 2022 and 2021, respectively, which are included in other current assets on the combined balance sheets.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $20.7 million and $27.3 million as of March 31, 2022 and 2021, respectively. In addition, it includes $5.5 million and $8.3 million accrued payroll as of March 31, 2022 and 2021, respectively.

Other liabilities

Other liabilities primarily include the long-term portion of standard product warranty liabilities of $8.8 million and $14.7 million, respectively, and the long-term portion of deferred revenue of $29.6 million and $14.8 million as of March 31, 2022 and 2021, respectively.

Redeemable preferred units

On February 1, 2022, Nextracker issued redeemable preferred units designated as “Series A Preferred Units.” The holder of the Series A Preferred Units is entitled to cumulative paid-in-kind or cash dividends and has the option to redeem the Series A Preferred Units or convert the Series A Preferred Units upon certain conditions. Because the redemption or conversion conditions are outside of the control of the Company, the Company has classified the Series A Preferred Units as temporary equity on the combined balance sheets. Refer to Note 6, Redeemable Preferred Units, for further discussion.

Net parent investments

The net parent investment in the combined balance sheets represents Flex’s net investment in Nextracker and is presented in lieu of stockholders’ equity. The combined statements of parent company equity (deficit) and

F-20

NEXTRACKER

Notes to combined financial statements (Continued)

redeemable preferred units include net cash transfers between Flex and Nextracker pursuant to the centralized cash management function historically performed by Flex. Net parent investment includes the settlement and net effect of transactions with Flex including allocation of costs incurred by Flex on behalf of Nextracker, including but not limited to allocations of stock-based compensation expense. The net effect of other assets and liabilities and related income and expenses historically recorded at corporate level pushed down to Nextracker are also included in net parent investment. Transactions reflected in net parent investment in the accompanying combined balance sheet have been considered as cash receipts and payments for purposes of the combined statements of cash flows and are reflected as financing activities.

In March 2021, Flex modified its U.S. cash pooling arrangement with Nextracker and settled a balance of approximately $466.8 million with Nextracker. Subsequent to the cash settlement, Nextracker issued a dividend of approximately $331.4 million to Flex. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling management programs intra-quarter, all outstanding positions are settled or scheduled for settlement as of each quarter end. The cash pooling arrangement with certain of Nextracker’s international entities remained unchanged.

Leases

Nextracker is a lessee with several non-cancellable operating leases, primarily for warehouses, buildings, and other assets such as vehicles and equipment. Nextracker determines if an arrangement is a lease at contract inception. A contract is a lease or contains a lease when (i) there is an identified asset, and (ii) the customer has the right to control the use of the identified asset. Nextracker recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date for Nextracker’s operating leases. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. Nextracker has elected the short-term lease recognition and measurement exemption for all classes of assets, which allows Nextracker to not recognize ROU assets and lease liabilities for leases with a lease term of 12 months or less and with no purchase option Nextracker is reasonably certain of exercising. Nextracker has also elected the practical expedient to account for the lease and non-lease components as a single lease component, for all classes of underlying assets. Therefore, the lease payments used to measure the lease liability include all of the fixed considerations in the contract. Lease payments included in the measurement of the lease liability comprise the following: fixed payments (including in-substance fixed payments) and variable payments that depend on an index or rate (initially measured using the index or rate at the lease commencement date). As Nextracker cannot determine the interest rate implicit in the lease for Nextracker’s leases, Nextracker uses the estimated incremental borrowing rate for Flex as of the commencement date in determining the present value of lease payments. The Flex estimated incremental borrowing rate is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of Nextracker’s leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that Nextracker is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

As of March 31, 2022 and 2021, current operating lease liabilities were $1.8 million and $1.5 million, respectively, which are included in other current liabilities on the combined balance sheets and long-term lease liabilities were $2.7 million and $3.0 million, respectively, which are included in other liabilities on the combined balance sheets. ROU assets are included in other assets on the combined balance sheets.

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NEXTRACKER

Notes to combined financial statements (Continued)

Recently adopted accounting pronouncements

On August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liability and equity, including convertible instruments and contracts on an entity’s own equity. The guidance is effective for Nextracker beginning in the first quarter of fiscal year 2023 with early adoption permitted. Nextracker early adopted the guidance during the fourth quarter of fiscal year 2022 using the modified retrospective approach with an immaterial impact to its combined financial statements.

In October 2020, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-10 “Codification Improvements,” which improves consistency by amending the Codification to include all disclosure guidance in the appropriate disclosure sections and clarifies application of various provisions in the Codification by amending and adding new headings, cross referencing to other guidance, and refining or correcting terminology. Nextracker adopted the new guidance with an immaterial impact on its combined financial statements in the first quarter of fiscal year 2022.

In October 2021, the FASB issued ASU 2021-08 “Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities From Contracts With Customers,” which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with FASB Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. The guidance is effective prospectively for the Company beginning in the first quarter of fiscal year 2024 with early adoption permitted. The Company early adopted the guidance during the third quarter of fiscal year 2022 with an immaterial impact to its combined financial statements.

Recently issued accounting pronouncements

In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance,” which aims to provide increased transparency by requiring business entities to disclose information about certain types of government assistance they receive in the notes to the annual financial statements. The guidance is effective for Nextracker beginning in fiscal year 2023 with early adoption permitted. Nextracker expects the new guidance will have an immaterial impact on its combined financial statements, and intends to adopt the guidance when it becomes effective in fiscal year 2023.

3. Leases

Nextracker has several commitments under operating leases for warehouses, buildings, and equipment. Leases have initial lease terms ranging from one year to five years.

The components of lease cost recognized under ASC 842 were as follow (in thousands):

Lease cost

	Fiscal year ended March 31,
	2022		2021
Operating lease cost	$	1,769	$	1,624

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NEXTRACKER

Notes to combined financial statements (Continued)

Amounts reported in the combined balance sheets as of the periods ended March 31, 2022 and 2021 were (in thousands, except weighted average lease term and discount rate):

	Fiscal year ended March 31,
	2022		2021
Operating Leases:
Operating lease right of use assets	$	4,359	$	4,313
Operating lease liabilities	$	4,508	$	4,512
Weighted-average remaining lease term (In years)		2.8		3.0
Weighted-average discount rate		3.1%		1.8%

Other information related to leases was as follows (in thousands):

	Fiscal year ended March 31,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,818	$	1,610

Future lease payments under non-cancellable leases as of March 31, 2022 are as follows:

(In thousands)	Operating leases
Fiscal year ended March 31,
2023	$	1,947
2024		1,859
2025		436
2026		295
2027		229
Thereafter		—
Total undiscounted lease payments		4,766
Less: imputed interest		258
Total lease liabilities	$	4,508

4. Revenue

Based on ASC 606 provisions, Nextracker disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time.

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NEXTRACKER

Notes to combined financial statements (Continued)

The following table presents Nextracker’s revenue disaggregated based on timing of transfer—point in time and over time for the fiscal years ended March 31, 2022, 2021 and 2020:

	Fiscal year ended March 31,
(In thousands)	2022		2021		2020
Timing of Transfer
Point in time(1)	$	127,924	$	66,397	$	419,265
Over time		1,329,668		1,129,220		752,022
Total revenue	$	1,457,592	$	1,195,617	$	1,171,287

(1) During fiscal year 2020, Nextracker experienced high demand from customers procuring system components under the safe harbor provisions of the U.S. Investment Tax Credit (“ITC”). The ITC’s safe harbor provision allows solar power plant investors to claim a tax credit incentive applicable to a specific calendar year (30% of the project’s eligible cost basis for projects commencing construction before the end of calendar year 2019) for projects placed into service up to four years after such date if a qualifying percentage of integral components are pre-purchased. For customers with this incentive, they purchased components from Nextracker in order to qualify for the ITC. Each component was a distinct performance obligation, and often the components were delivered in batches at different points in time with revenue recognized at the point in time in which control was transferred for such components. For all periods presented, majority of the revenue recognized as point in time was related to ITC safe harbor sales.

5. Goodwill and intangible assets

Goodwill

Goodwill relates to the 2015 acquisition of Nextracker and the 2016 acquisition of BrightBox by Flex on behalf of Nextracker. Goodwill included within these combined financial statements was tested for impairment as part of Flex’s consolidated goodwill impairment testing, which occurs on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill was measured by Flex at the reporting unit level by comparing each reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit, which typically is measured based upon, among other factors, market multiples for comparable companies as well as a discounted cash flow analysis. These approaches use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy and require management to make various judgmental assumptions about sales, operating margins, growth rates and discount rates which consider its budgets, business plans and economic projections, and are believed to reflect market participant views. Some of the inherent estimates and assumptions used in determining fair value of Flex’s reporting units are outside the control of management, including interest rates, cost of capital, tax rates, market EBITDA comparables and credit ratings. While Flex management believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units, it is possible a material change could occur. If the actual results are not consistent with management’s estimates and assumptions used to calculate fair value, it could result in material impairments of goodwill.

If the recorded value of the assets, including goodwill, and liabilities (“net book value”) of any reporting unit exceeds its fair value, an impairment loss may be required to be recognized. Further, to the extent the net book

value of Flex as a whole is greater than its fair value in the aggregate, all, or a significant portion of its goodwill may be considered impaired.

Starting in the fourth quarter of fiscal year 2022, Nextracker operates as a separate operating and reportable segment of Flex. Nextracker was previously included within the Industrial reporting units within the Flex

F-24

NEXTRACKER

Notes to combined financial statements (Continued)

Reliability Solutions segment. As of March 31, 2022 and March 31, 2021, goodwill totaled $265.2 million, respectively, and is not deductible for tax purposes.

Flex performed its annual goodwill impairment assessment on January 1, 2022 and as a result of the quantitative assessment of its goodwill, Flex determined that no impairment existed as of the date of the impairment test, because the fair value of Nextracker exceeded its carrying amount.

Other intangible assets

Nextracker amortizes identifiable intangible assets consisting of developed technology, customer relationships, and trade names because these assets have finite lives. Nextracker’s intangible assets are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives. No residual value is estimated for any intangible assets. The fair value of Nextracker’s intangible assets is determined based on management’s estimates of cash flows and recoverability.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value. Nextracker reviewed the carrying value of its intangible assets as of March 31, 2022 and March 31, 2021 and concluded that such amounts continued to be recoverable.

The components of identifiable intangible assets are as follows:

	Weighted- average remaining useful life (in years)		As of March 31, 2022							As of March 31, 2021
(In thousands)			Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
Intangible assets:
Developed technologies		—	$	—	$	—		$	—	$	46,183	$	(42,390	)	$	3,793
Customer-related intangibles		—		—		—			—		30,100		(27,592	)		2,508
Trade name and other intangibles		4		15,900		(13,372	)		2,528		15,900		(11,208	)		4,692
Total			$	15,900	$	(13,372	)	$	2,528	$	92,183	$	(81,190	)	$	10,993

Total intangible asset amortization expense recognized in operations during fiscal year 2022, 2021 and 2020 was $8.5 million, $15.0 million, and $14.9 million, respectively, of which, $4.4 million, $6.9 million and $6.9 million, respectively, was selling, general, and administrative expense, while cost of sales was approximately $4.1 million, $8.1 million, and $8.0 million, respectively, for each period. The gross carrying amounts of intangible assets are removed when fully amortized.

F-25

NEXTRACKER

Notes to combined financial statements (Continued)

Estimated future annual amortization expense for the above amortizable intangible assets are as follows:

(In thousands)	Amount
Fiscal year ending March 31,
2023	$	1,207
2024		250
2025		250
2026		250
2027		250
Thereafter		321
Total amortization expense	$	2,528

6. Redeemable preferred units

On February 1, 2022, Nextracker issued redeemable preferred units designated as “Series A Preferred Units,” representing a 16.67% interest in Nextracker LLC, to Flex in exchange for the cancellation of a portion of Nextracker’s previously issued and outstanding shares of common stock. Flex sold all of Nextracker’s Series A Preferred Units to TPG on the same day. The series A preferred units were provided to Flex as a dividend, which was recorded based on their fair value corresponding to the total consideration received from TPG.

The Preferred Units have a dividend rate of 5% per annum, payable semi-annually, up to 100% of which (less an amount necessary to the holder of the Series A Preferred Units’ tax obligations) may be payable in kind during the first two years following the issuance date, and 50% of which may be payable in kind thereafter. For the year ended March 31, 2022, Nextracker recorded $4 million dividend to be paid in kind. The Series A Preferred Units will vote together with the common units of Nextracker as a single class in all matters that are subject to a vote by common unitholders. The Series A Preferred Units provide TPG the right to designate two managers of the Board of Managers Nextracker LLC; if, however, TPG owns Series A Preferred Units or common units with a fully diluted ownership percentage of less than 10% but more than 5%, the number of managers that TPG will be entitled to designate to the Board of Managers of Nextracker LLC will be reduced to one. So long as at least 51% of the Series A Preferred Units remain outstanding, the consent of the holder of the Series A Preferred Units must be obtained prior to taking certain actions regarding Nextracker LLC.

The Series A Preferred Units will be automatically converted into common units of Nextracker upon a qualified initial public offering (a “Qualified Public Offering”) and TPG may elect to convert the Series A Preferred Units into common units at any time after March 31, 2023. Subject to certain exceptions, for any mandatory or optional conversion, the conversion ratio for each Series A Preferred Unit will be based on a deemed value of Nextracker equal to the lesser of $3.00 billion and the implied equity valuation of Nextracker determined by the underwriters engaged in connection with a Qualified Public Offering. If a Qualified Public Offering occurs by March 31, 2023 with an implied equity valuation greater than $3.75 billion, then the conversion ratio will be adjusted upwards based on a deemed value of the Company equal to $3.20 billion. If a Qualified Public Offering occurs after March 31, 2023 with an implied equity valuation between $2.70 billion and $3.00 billion, then the conversion ratio will be based on a deemed value of Nextracker equal to $3.00 billion. If a Qualified Public Offering occurs after March 31, 2023 with an implied equity valuation of less than $2.70 billion, then the

F-26

NEXTRACKER

Notes to combined financial statements (Continued)

conversion ratio will be based on a deemed value equal to the implied equity valuation of Nextracker in the Qualified Public Offering divided by 90%. If TPG elects to convert the Preferred Units prior to an initial public offering, the conversion ratio shall be based on a deemed value of Nextracker equal to $3.00 billion.

At TPG’s election, Flex is required to repurchase all of the outstanding Series A Preferred Units at their liquidation preference, which shall include all contributed but unreturned capital plus accrued but unpaid dividends, at the earlier of certain change in control events and February 1, 2028. Additionally, if Nextracker has not completed a Qualified Public Offering prior to February 1, 2027, then TPG may cause Flex to repurchase all of the outstanding Series A Preferred Units at their fair market value.

In connection with any voluntary or involuntary liquidation, dissolution, or winding up of Nextracker, each outstanding Series A Preferred Unit will be entitled to receive cash equal to the liquidation preference prior to distributions made to any other units.

Nextracker has determined that a Qualified Public Offering is likely and that the change in control is not probable as of March 31, 2022, and as such, it is not probable that the Series A Preferred Units will become redeemable as of March 31, 2022 and the Series A Preferred Units are not accreted to current redemption value.

In April 2022, the Board approved the amendment and restatement of the Amended and Restated Limited Liability Company Agreement (“A&R LLC Agreement”) dated as of February 1, 2022. Such amendment provided for, among other things, an increase in the total number of units issued with a proportionate reduction in the Series A issue price, such that the ownership percentage of TPG remained unchanged at 16.67%. As a result of the amendment, the number of series A redeemable preferred units issued and outstanding were increased to 23,809,524 units.

7. Stock-based compensation

Flex maintains several share-based incentive plans (collectively, the “Plans”) for the benefit of certain of its officers, directors and employees, including the employees of Nextracker. The following disclosures represent Nextracker’s portion of the Plans maintained by Flex in which Nextracker’s employees participated. All awards granted under the Plans consist of Flex common shares. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that Nextracker would have experienced as a stand-alone company for the period presented.

The following table summarizes Nextracker’s stock-based compensation expense related to Flex equity incentive plans:

	Fiscal year ended March 31,
(In thousands)	2022		2021		2020
Cost of sales	$	1,526	$	1,953	$	1,643
Selling, general and administrative expenses		1,522		2,353		2,593
Total stock-based compensation expense	$	3,048	$	4,306	$	4,236

Stock-based compensation expense includes an allocation of Parent’s corporate and shared functional employee expense of immaterial amounts for the fiscal years ended March 31, 2022, 2021, and 2020. These charges were recorded within selling, general and administrative expenses.

F-27

NEXTRACKER

Notes to combined financial statements (Continued)

The Flex 2017 equity incentive plan (the “2017 Plan”)

As of March 31, 2022, Flex had approximately 19.4 million shares available for grant under the 2017 Plan. Flex no longer issues options to employees under this plan. All options have been fully expensed and none were outstanding and exercisable as of March 31, 2022.

The executives, officers and employees of Flex, including Nextracker, were granted restricted share unit (“RSU”) awards under the 2017 Plan. RSU awards are rights to acquire a specified number of ordinary Flex shares for no cash consideration in exchange for continued service with Flex. RSU awards generally vest in installments over a two to four-year period and unvested RSU awards are forfeited upon termination of employment. Vesting for certain RSU awards is contingent upon service and market conditions, or service and performance conditions.

As of March 31, 2022, the total unrecognized compensation cost related to unvested RSU awards held by Nextracker employees was approximately $4.6 million under the 2017 Plan. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately two years.

Determining fair value—RSU awards

Valuation and Amortization Method—Flex estimates the fair market value of RSU awards granted, other than those awards with a market condition, is the closing price of the Parent’s ordinary shares on the date of grant and is generally recognized as compensation expense on a straight-line basis over the respective vesting period.

Determining fair value—RSU awards with service and market conditions

Valuation and Amortization Method—Flex estimates the fair value of RSU awards granted under the 2017 Plan whereby vesting is contingent on meeting certain market conditions using Monte Carlo simulation. This fair value is then amortized on a straight-line basis over the vesting period, which is the service period.

Expected volatility of Flex—Volatility used in a Monte Carlo simulation is derived from the historical volatility of Flex’s stock price over a period equal to the service period of the RSU awards granted. The service period is three years for those RSU awards granted in fiscal years 2022, 2021, and 2020.

Average peer volatility—Volatility used in a Monte Carlo simulation is derived from the historical volatilities of Flex’s peer companies for the RSU awards granted in fiscal years 2022, and volatility used in a Monte Carlo simulation is derived from the historical volatility of the Standard and Poor’s (“S&P”) 500 index for the RSU awards granted in fiscal years 2021 and 2020.

Average Peer Correlation—Correlation coefficients were used to model the movement of Flex’s stock price relative to Flex’s peer companies for the RSU awards granted in fiscal year 2022, and correlation coefficients were used to model the movement of Flex’s stock price relative to the S&P 500 index for the RSU awards granted in fiscal years 2021 and 2020.

Expected dividend—Flex has never paid dividends on its ordinary shares and accordingly the dividend yield percentage is zero for all periods.

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NEXTRACKER

Notes to combined financial statements (Continued)

Risk-free interest rate assumptions—Flex bases the risk-free interest rate used in the Monte Carlo simulation on the implied yield currently available on U.S. Treasury constant maturities issued with a term equivalent to the expected term of the awards.

The fair value of the RSU awards under the 2017 Plan, whereby vesting is contingent on meeting certain market conditions, for fiscal year 2021 was estimated using the following weighted-average assumptions:

	Fiscal year ended March 31,
	2021
Expected volatility		52.8%
Average peer volatility		35.9%
Average peer correlation		0.7
Expected dividends		—
Risk-free interest rate		0.3%

No RSU awards with market conditions under the 2017 Plan were granted to Nextracker’s employees for fiscal years 2022 and 2020.

Share-based awards activity

Option activity under the 2017 Plan is immaterial for all periods presented. The following table summarizes the RSU award activity for Nextracker direct employees under the 2017 Plan (“Price” reflects the weighted-average grant-date fair value):

	Fiscal year ended March 31,
	2022					2021					2020
	Shares			Price		Shares			Price		Shares			Price
Unvested RSU awards outstanding, beginning of fiscal year		384,731		$	10.81		134,532		$	9.54		27,175		$	12.90
Granted		219,265			17.88		299,041			11.27		115,499			9.00
Vested		(121,467	)		10.27		(37,017	)		9.90		(8,142	)		13.09
Forfeited		(6,476	)		13.82		(11,825	)		11.00		—			—
Unvested RSU awards outstanding, end of fiscal year		476,053		$	14.03		384,731		$	10.81		134,532		$	9.54

During fiscal year 2022, approximately 219 thousand unvested RSU awards were granted with no performance or market conditions, and with an average grant date price of $17.88 per share.

Of the 476,053 unvested RSU awards outstanding under the 2017 Plan as of March 31, 2022, an immaterial amount of these unvested RSU awards represent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions summarized as follows:

Year of grant	Targeted number of awards as of March 31, 2021 (in shares)		Average grant date fair value (per share)		Range of shares that may be issued(1)
					Minimum		Maximum		Assessment date
Fiscal 2021		47,303		14.84		—		94,606		June 2023

(1) Vesting ranges from zero to 200% based on measurement of Flex’s total shareholder return against the Standard and Poor’s (“S&P”) 500 Composite Index.

F-29

NEXTRACKER

Notes to combined financial statements (Continued)

Nextracker will continue to recognize share-based compensation expense for awards with market conditions regardless of whether such awards will ultimately vest.

The Legacy Nextracker equity incentive plan

As of March 31, 2022, all compensation costs related to both unvested share options and unvested RSU awards granted to employees under the legacy Nextracker Equity Incentive Plan in place at the time of Flex’s acquisition of Nextracker, have been fully amortized and recognized.

8. Relationship with parent and related parties

The combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Flex. Nextracker has historically been managed and operated in the normal course of business by Flex. Accordingly, certain shared costs have been allocated to Nextracker and reflected as expenses in these combined financial statements. Nextracker’s management and the management of Flex consider the expenses included and the allocation methodologies used to be reasonable and appropriate reflections of the historical Flex expenses attributable to Nextracker for purposes of the stand-alone financial statements; however, the expenses reflected in these combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Nextracker historically operated as a separate, stand-alone entity and would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. In addition, the expenses reflected in the combined financial statements may not be indicative of expenses that Nextracker could incur in the future. During the fourth quarter of fiscal year 2022, Nextracker entered into a TSA with Flex, whereby Flex agreed to provide or cause to be provided certain services to Nextracker which were previously included as part of the allocations from Flex. As consideration, Nextracker agreed to pay Flex the amount specified for each service as described in the arrangement.

Allocation of corporate expenses

The combined financial statements include expense allocations for certain functions provided by Flex, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, and stock-based compensation. These expenses have been allocated to Nextracker on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount or other measure. During the fiscal years ended March 31, 2022, 2021 and 2020, Nextracker was allocated $13.0 million, $13.3 million and $14.4 million, respectively, of general corporate expenses incurred by Flex. Of these expenses, $9.9 million, $10.0 million and $11.1 million, respectively, are included within selling, general and administrative expenses and $3.1 million, $3.3 million, and $3.3 million, respectively, are included in cost of sales in the combined statements of operations and comprehensive income.

Risk management

Flex carries insurance for property, casualty, product liability matters, auto liability, Directors and Officers liability and workers’ compensation. Nextracker pays a premium to Flex in exchange for the coverage provided. In fiscal years 2022 and 2021, the policies with significant premiums included the Marine Cargo/Goods in Transit and the multiple Errors and Omissions policies all through various insurance providers. Expenses related to

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NEXTRACKER

Notes to combined financial statements (Continued)

coverage provided by Flex are recognized as an expense in the combined statements of operations and comprehensive income in the amounts of $1.1 million, $1.0 million and $0.7 million for the fiscal years ended March 31, 2022, 2021 and 2020, respectively.

Cash management and financing

Nextracker participates in Flex’ centralized cash management programs. Disbursements are independently managed by Nextracker.

All significant transactions between Nextracker and Flex that have not been historically cash settled have been included in the combined balance sheets within accumulated net parent investment and reflected in the combined statement of cash flows as net transfers to parent as these are deemed to be internal financing transactions. All intra-company accounts, profits and transactions among the combined entities have been eliminated. The following is a summary of material transactions reflected in the accumulated net parent investment during the fiscal years ended March 31, 2022, 2021 and 2020:

	Fiscal year ended March 31,
(In thousands)	2022			2021		2020
Corporate allocations (excluding stock-based compensation expense)	$	9,999		$	8,998	$	10,168
Transfer of operations to Nextracker(1)		(2,934	)		5,299		(12,993	)
Net cash pooling activities(2)		(35,490	)		377,360		(284,750	)
Income taxes		19,550			36,068		36,810
Net transfers (to) from Parent	$	(8,875	)	$	427,725	$	(250,765	)

⁽¹⁾  Primarily represents certain international operations where related income and/or losses are included in Nextracker’s combined statements of operations. Cash was also collected by the international operations on behalf of Nextracker, for which Nextracker and Flex do not intend to settle in the future.

⁽²⁾  Primarily represents financing activities for cash pooling and capital transfers.

The cash balance reflected in the combined balance sheets consist of the cash managed and controlled by Nextracker. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling management programs intra-quarter; all outstanding positions are settled or scheduled for settlement as of each quarter end. Cash pooling activities are reflected under net transfers from Flex in the combined statements of parent company equity (deficit) and redeemable preferred units and combined statements of cash flows.

Due to related parties relates to balances resulting from transactions between Nextracker and Flex subsidiaries that have historically been cash settled. Nextracker purchased certain components and services from other Flex affiliates of $47.7 million and $60.3 million for the fiscal years ended March 31, 2022 and 2021, respectively.

Flex also administers on behalf of Nextracker payments to certain freight providers as well as payrolls to certain employees based in the U.S. Nextracker’s average due to related parties balance was $36.5 million, $24.4 million, and $36.6 million for the fiscal years ended March 31, 2022, 2021 and 2020, respectively. All related cash flow activities are under net cash used in operating activities in the combined statements of cash flows.

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NEXTRACKER

Notes to combined financial statements (Continued)

Net parent investments

The net parent investment in the combined balance sheet represents Flex’s net investment in Nextracker and is presented in lieu of stockholders’ equity.

9. Commitments and contingencies

Litigation and other legal matters

In connection with the matters described below, Nextracker has accrued for loss contingencies where it believes that losses are probable and estimable. The amounts accrued are not material. Although it is reasonably possible that actual losses could be in excess of Nextracker’s accrual, Nextracker is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, except as discussed below, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions, or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. Any such excess loss could have a material adverse effect on Nextracker’s results of operations or cash flows for a particular period or on Nextracker’s financial condition.

On July 15, 2022, the Company settled a case that was brought in January 2017 by Array Technologies, Inc. (“ATI”), in which ATI had alleged that Nextracker and Flex caused a former ATI employee to breach his non-compete agreement with ATI by joining Nextracker and made claims of, among other things, fraud, constructive fraud, trade secret misappropriation, breach of contract and related claims. All claims are fully released as part of a $42.8 million settlement reached in July 2022. The full settlement amount is included in other current liabilities as of March 31, 2022, in the combined balance sheet and is subject to partial coverage under the Flex insurance policy. Estimated insurance recovery of $22.3 million is included in other current assets in the combined balance sheet as of March 31, 2022. The full settlement amount was paid on August 4, 2022.

10. Income taxes

The domestic and foreign components of income before income taxes were comprised of the following.

	Fiscal year ended March 31,
(In thousands)	2022		2021			2020
Domestic	$	45,259	$	161,323		$	143,415
Foreign		19,849		(3,294	)		5,514
Total	$	65,108	$	158,029		$	148,929

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Notes to combined financial statements (Continued)

The provision for (benefit from) income taxes consisted of the following:

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Current:
Domestic	$	13,558		$	34,013		$	34,871
Foreign		5,974			2			460
Total	$	19,532		$	34,015		$	35,331
Deferred:
Domestic		(6,173	)		54			(5,236	)
Foreign		836			(388	)		578
Total	$	(5,337	)	$	(334	)	$	(4,658	)
Provision for income taxes	$	14,195		$	33,681		$	30,673

The domestic statutory income tax rate was approximately 22% in fiscal year 2022 and approximately 21% in fiscal years 2021 and 2020. The reconciliation of the income tax expense (benefit) expected based on domestic statutory income tax rates to the expense (benefit) for income taxes included in the combined statements of operations and comprehensive income is as follows:

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Income taxes based on domestic statutory rates	$	13,673		$	33,186		$	31,275
Effect of tax rate differential		2,638			342			(4	)
FDII Deduction		(1,583	)		(2,951	)		(3,198	)
Stock-based compensation		(424	)		(4	)		257
State		880			2,689			2,377
Other		(989	)		419			(34	)
Provision for income taxes	$	14,195		$	33,681		$	30,673

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NEXTRACKER

Notes to combined financial statements (Continued)

The components of deferred income taxes are as follows:

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Deferred tax liabilities:
Fixed assets	$	(67	)	$	(431	)	$	(446	)
Intangible assets		(437	)		(2,342	)		(5,757	)
Others		(663	)		(1,156	)		(690	)
Total deferred tax liabilities		(1,167	)		(3,929	)		(6,893	)
Deferred tax assets:
Fixed assets		47			25			15
Stock-based compensation		342			201			194
Deferred revenue		3,967			1,053			2,797
Warranty reserve		2,461			3,923			3,485
Accrued professional fees		2,378			1,177			1,293
Provision for doubtful accounts		449			820			277
Net operating loss and other carryforwards		5,553			5,679			4,440
Others		1,367			1,110			1,601
Total deferred tax assets		16,564			13,988			14,102
Valuation allowances		—			—			—
Total deferred tax assets, net of valuation allowances		16,564			13,988			14,102
Net deferred tax asset	$	15,397		$	10,059		$	7,209
The net deferred tax asset is classified as follows:
Long-term asset		15,828			10,252			7,623
Long-term liability		(431	)		(193	)		(414	)
Total	$	15,397		$	10,059		$	7,209

Nextracker has recorded deferred tax assets of approximately $5.6 million related to tax losses and other carryforwards. These tax losses and other carryforwards will expire at various dates as follows:

Expiration dates of deferred tax assets related to operating losses and other carryforwards
(In thousands)
2023 - 2028	$	18
2029 - 2034		162
2035 - Post		301
Indefinite		5,072
Total	$	5,553

The amount of deferred tax assets considered realizable, however, could be reduced or increased in the near-term if facts, including the amount of taxable income or the mix of taxable income between subsidiaries, differ from management’s estimates.

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NEXTRACKER

Notes to combined financial statements (Continued)

As of March 31, 2022, Nextracker has provided for earnings in foreign subsidiaries that are not considered to be indefinitely reinvested and therefore subject to withholding taxes on $4.4 million of undistributed foreign earnings, recording a deferred tax liability of approximately $0.6 million thereon.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Fiscal year ended March 31,
(In thousands)	2022			2021		2020
Balance, beginning of fiscal year	$	465		$	410	$	501
Impact from foreign exchange rates fluctuation		(25	)		55		(91	)
Balance, end of fiscal year	$	440		$	465	$	410

Nextracker and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions around the world. With few exceptions, Nextracker is no longer subject to income tax examinations by tax authorities for years before 2015.

Nextracker recognizes interest and penalties accrued related to unrecognized tax benefits within Nextracker’s tax expense. During the fiscal years ended March 31, 2022, 2021 and 2020, Nextracker accrued interest and penalties of approximately $0.1 million, $0.1 million and less than $0.1 million, respectively. Nextracker had approximately $0.4 million, $0.4 million and $0.3 million accrued for the payment of interest and penalty as of the fiscal years ended March 31, 2022, 2021 and 2020, respectively.

11. Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextracker’s performance are assessed by its Chief Executive Officer, identified as the CODM.

For all periods presented, Nextracker has one operating and reportable segment. The following table sets forth geographic information of revenue based on the locations to which the products are shipped:

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Revenue:
U.S.	$	904,946	62%	$	900,927	75%	$	937,163	80%
Rest of the World		552,646	38%		294,690	25%		234,124	20%
Total	$	1,457,592		$	1,195,617		$	1,171,287

The United States is the principal country of domicile.

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NEXTRACKER

Notes to combined financial statements (Continued)

The following table summarizes the countries that accounted for more than 10% of revenue in fiscal years 2022, 2021, and 2020. Revenue is attributable to the countries to which the products are shipped.

	Fiscal year ended March 31,
(In thousands)	2022			2021			2020
Revenue:
U.S.	$	904,946	62%	$	900,927	75%	$	937,163	80%
Brazil		188,368	13%		14,440	1%		24,425	2%

No other country accounted for more than 10% of revenue for the fiscal years presented in the table above.

For the fiscal years ended March 31, 2022 and 2021, property and equipment, net in the United States was $7.3 million and $4.8 million, respectively, which accounted for 99% and 96%, respectively, of property and equipment, net. No other countries accounted for more than 10% of property and equipment, net for the fiscal years 2022 and 2021.

12. Subsequent events.

The Company evaluated subsequent events through September 22, 2022, the date the combined financial statements were available to be issued, and through February 1, 2023, with respect to the reverse unit split described below.

The 2022 Nextracker equity incentive plan

During the first quarter of fiscal year 2023, Nextracker awarded 5.2 million equity-based compensation awards to its employees under the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “2022 Nextracker Plan”). Of the 5.2 million unvested awards under that plan, the Company granted approximately 2.7 million unit options with an exercise price of $21.00 per unit and 1.8 million RSU awards whereby vesting is contingent upon continued service over a four-year and three-year period, respectively, and the occurrence of an initial public offering event (“IPO”) or a sale of the Company. Vesting of the unit options is also contingent upon the growth of the equity valuation of the Company in the four years following the grant date, which could result in a range of 0-100% of such unit options ultimately vesting. Finally, approximately 0.7 million unvested awards are performance-based restricted share unit awards (“PSU”) contingent upon the achievement of certain metrics specific to Nextracker measured over a three-year period and the occurrence of an IPO or a sale of the Company, which could result in a range of 0-200% of such PSUs ultimately vesting. The performance-based metrics for the second and third years of vesting for the PSUs are not yet determined, and therefore only 0.2 million PSUs have met the criteria for a grant date under ASC 718 as of July 1, 2022.

The valuation of our common units and RSUs were determined in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Application of these approaches involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding our expected future revenue and EBITDA, discount rates, market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock. The fair values of our option units and PSUs were estimated using Monte-Carlo simulation models which is a probabilistic approach for calculating the fair value of the awards. Key assumptions for the

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NEXTRACKER

Notes to combined financial statements (Continued)

Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient.

The total unrecognized compensation expense related to unvested awards under the 2022 Nextracker Plan was approximately $52.1 million, which is expected to be recognized over a weighted-average period of approximately 3.6 years. The Company determined the total unrecognized expense based on grant date fair values of $5.17 per award for the unit options, $16.72 per award for the RSU, and $18.86 per awards for the PSUs. The grant date fair values for the unit options and PSUs were determined using a Monte Carlo simulation. The Company will record cumulative stock-based compensation expense related to these awards in the period when its liquidity event is completed for the portion of the awards for which the relevant service condition has been satisfied with the remaining expense recognized over the remaining service period.

Reverse unit split

In January 2023 the Board of Managers and the members of the Company approved a 1-for-2.1 reverse unit split of the units authorized and outstanding, which was effected on January 30, 2023. All unit and per unit data shown in the accompanying combined financial statements and related notes has been retroactively revised to give effect to this reverse unit split for all periods presented. Units underlying authorized and outstanding equity-based awards were proportionately decreased and the respective per unit value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. There was no change in the par value of the Company’s Series A Preferred Units as a result of the reverse stock split.

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NEXTRACKER

Unaudited condensed combined balance sheets

(In thousands)	As of September 30, 2022		As of March 31, 2022
ASSETS
Current assets:
Cash	$	84,209	$	29,070
Accounts receivable, net of allowance of $2,792 and $3,574, respectively		280,911		168,303
Contract assets		283,773		292,407
Inventories		240,024		172,208
Other current assets		96,549		52,074
Total current assets		985,466		714,062
Property and equipment, net		7,509		7,423
Goodwill		265,153		265,153
Other intangible assets, net		1,446		2,528
Other assets		28,184		28,123
Total assets	$	1,287,758	$	1,017,289
LIABILITIES, REDEEMABLE PREFERRED UNITS AND PARENT COMPANY EQUITY (DEFICIT)
Current liabilities:
Accounts payable		355,829		266,596
Accrued expenses		57,334		26,176
Deferred revenue		169,774		77,866
Due to related parties		48,367		39,314
Other current liabilities		20,462		63,419
Total current liabilities		651,766		473,371
Other liabilities		32,924		42,785
Total liabilities		684,690		516,156
Redeemable preferred units, $0.001 par value, 23,809,524 units and 238,096 units issued and outstanding, respectively		516,668		504,168
Parent company equity (deficit):
Accumulated net parent investment		86,400		(3,035	)
Total parent company equity (deficit)		86,400		(3,035	)
Total liabilities, redeemable preferred units and parent company equity (deficit)	$	1,287,758	$	1,017,289

The accompanying notes are an integral part of these condensed combined financial statements.

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NEXTRACKER

Unaudited condensed combined statements of operations and comprehensive income

	Six-Month Periods Ended
(In thousands)	September 30, 2022		October 1, 2021
Revenue	$	870,372	$	680,172
Cost of sales		755,970		605,857
Gross profit		114,402		74,315
Selling, general and administrative expenses		36,862		26,140
Research and development		8,299		6,951
Operating income		69,241		41,224
Interest and other, net		1,248		280
Income before income taxes		67,993		40,944
Provision for income taxes		16,776		8,371
Net income and comprehensive income	$	51,217	$	32,573

The accompanying notes are an integral part of these condensed combined financial statements.

F-39

NEXTRACKER

Unaudited condensed combined statements of parent company equity (deficit) and redeemable preferred units

(In thousands)	Net Parent Investment			Redeemable Preferred Units
BALANCE AT MARCH 31, 2022	$	(3,035	)	$	504,168
Stock-based compensation expense		1,850			—
Net income		51,217			—
Paid-in-Kind dividend for Series A redeemable preferred units		(12,500	)		12,500
Net transfers from Parent		48,868			—
BALANCE AT SEPTEMBER 30, 2022	$	86,400		$	516,668
BALANCE AT MARCH 31, 2021	$	456,047		$	—
Stock-based compensation expense		1,380			—
Net income		32,573			—
Net transfers to Parent		(26,422	)		—
BALANCE AT OCTOBER 1, 2021	$	463,578		$	—

The accompanying notes are an integral part of these condensed combined financial statements.

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NEXTRACKER

Unaudited condensed combined statements of cash flows

	Six-Month Periods Ended
(In thousands)	September 30, 2022			October 1, 2021
Cash flows from operating activities:
Net income	$	51,217		$	32,573
Depreciation and amortization		2,645			8,714
Changes in working capital and other, net		(1,401	)		(72,474	)
Net cash provided by (used in) operating activities		52,461			(31,187	)
Cash flows from investing activities:
Purchases of property and equipment		(1,335	)		(3,439	)
Proceeds from the disposition of property and equipment		24			167
Net cash used in investing activities		(1,311	)		(3,272	)
Cash flows from financing activities:
Net transfers (to) from Parent		3,989			(26,422	)
Net cash provided by (used in) financing activities		3,989			(26,422	)
Net increase (decrease) in cash		55,139			(60,881	)
Cash beginning of period		29,070			190,589
Cash end of period	$	84,209		$	129,708
Non-cash investing activity:
Unpaid purchases of property and equipment	$	453		$	672
Non-cash financing activity:
Capitalized offering costs	$	1,441		$	3,166
Legal settlement paid by Parent	$	42,750		$	—

The accompanying notes are an integral part of these condensed combined financial statements.

F-41

NEXTRACKER

Notes to unaudited condensed combined financial statements

1. Organization of Nextracker

The accompanying unaudited condensed combined financial statements reflect the operations that comprise the legacy solar tracker business of Flex Ltd. (“Flex” or the “Parent”), including Nextracker LLC (formerly known as NEXTracker Inc.) and its subsidiaries, collectively called Nextracker (or the “Company”). The condensed combined financial statements have been derived from the condensed consolidated financial statements and accounting records of Flex. See Note 2 for basis of presentation details.

Nextracker was acquired by Flex in 2015. In 2016, Flex acquired BrightBox Technologies, Inc. (“BrightBox”) on behalf of Nextracker to further its machine learning capabilities. Nextracker operates as a separate operating and reportable segment of Flex and its results of operations have been reported in the Parent’s consolidated financial statements.

Nextracker is the leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and distributed generation solar projects around the world. Nextracker’s products enable solar panels in utility-scale power plants to follow the sun’s movement across the sky and optimize plant performance. Nextracker has operations in the United States, Mexico, Chile, Spain, India, Australia, the Middle East and Brazil.

2. Summary of accounting policies

Basis of presentation

Throughout the period covered by the condensed combined financial statements, Nextracker did not operate as a separate entity and stand-alone separate historical financial statements for Nextracker have not been prepared.

Nextracker is primarily comprised of certain stand-alone legal entities for which discrete financial information is available. The accompanying condensed combined financial statements have been prepared on a stand-alone basis and are derived from the Parent’s consolidated financial statements and accounting records, using the Parent’s historical basis in Nextracker’s assets and liabilities. These condensed combined financial statements reflect Nextracker’s financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of Rule 10-01 of Regulation S-X. As such, they do not include all information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company’s audited combined financial statements as of and for the fiscal year ended March 31, 2022.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Nextracker’s financial position, results of operations and cash flows may not be indicative of its condition had Nextracker been a separate stand-alone entity during the periods presented, nor indicative of the results that may be expected for the fiscal year ending March 31, 2023.

Further, the results stated herein may not be indicative of what its financial position, results of operations and cash flows might be if Nextracker operates as a separate, stand-alone company in the future. The condensed combined financial statements included herein do not reflect any changes that may occur in Nextracker’s financing and operations as a result of an initial public offering.

The first quarters for fiscal years 2023 and 2022 ended on July 1, 2022, which is comprised of 92 days in the period, and July 2, 2021, which is comprised of 93 days in the period, respectively. The second quarters for fiscal

F-42

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

years 2023 and 2022 ended on September 30, 2022, and October 1, 2021, which are comprised of 91 days in both periods.

The condensed combined financial statements include all revenues, expenses, assets and liabilities directly attributable to Nextracker. Where it is possible to specifically attribute such expenses to activities of Nextracker, these amounts have been charged or credited directly to Nextracker without allocation or apportionment. The condensed combined statements of operations and comprehensive income also include allocations of certain costs from Flex incurred on Nextracker’s behalf. Such corporate-level costs are allocated to Nextracker using methods based on proportionate formulas such as revenue and headcount, among others. Such corporate-level costs include costs pertaining to accounting and finance, legal, human resources, information technology, insurance, tax services, and other costs. Such costs may not represent the amounts that would have been incurred had Nextracker operated autonomously or independently from Flex. Management considers the expense allocation methodology and results to be reasonable for all periods presented. However, these costs may not be indicative of what Nextracker may incur in the future. During the fourth quarter of fiscal year 2022, Nextracker entered into a Transition Service Agreement (“TSA”) with Flex, whereby Flex agreed to provide or cause to be provided certain services to Nextracker which were previously included as part of the allocations from Flex. As consideration, Nextracker agreed to pay Flex the amount specified for each service as described in the arrangement.

All intracompany transactions and accounts within Nextracker have been eliminated. All significant transactions between Nextracker and Flex that have not been historically cash settled have been included in the condensed combined balance sheets within accumulated net parent investment and reflected in the condensed combined statements of cash flows as a financing activity as these are deemed to be internal financing transactions.

In connection with the Parent’s acquisition of Nextracker and BrightBox in 2015 and 2016, respectively, Flex applied pushdown accounting to separate financial statements of acquired entities in accordance with ASC 805. The application of pushdown accounting impacted goodwill and intangible assets (see Note 4).

Cash included in the condensed combined balance sheets reflects cash that is controlled by Nextracker. Flex’s debt has not been allocated to Nextracker for any of the periods presented because the debt is not specifically identifiable to Nextracker.

Redeemable preferred units that are redeemable upon the occurrence of conditions outside of the control of Nextracker are reported as temporary equity in the condensed combined balance sheets.

Flex historically maintains stock-based compensation plans at a corporate level. Starting in fiscal year 2023 Nextracker is granting equity compensation awards to its employees under the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “2022 Nextracker Plan”). Nextracker employees participate in those plans and a portion of the cost of those plans is included in Nextracker’s condensed combined financial statements. See Note 5 for a further description of the accounting for stock-based compensation.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during

F-43

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things, impairment of goodwill, impairment of long-lived assets, allowance for doubtful accounts, reserve for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation accruals, and fair values of stock options and restricted share unit awards granted under stock-based compensation plans. Due to the COVID-19 pandemic and geopolitical conflicts (including the Russian invasion of Ukraine), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. The Company has made estimates and assumptions taking into consideration certain possible impacts due to the COVID-19 pandemic and the Russian invasion of Ukraine. These estimates may change, as new events occur, and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences maybe material to the condensed combined financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed combined financial statements.

Product warranty

Nextracker offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from five to ten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on our warranty model which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextracker specific projects and overall industry statistics. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The following table summarizes the activity related to the estimated accrued warranty reserve for the six-month periods ended September 30, 2022 and October 1, 2021:

	Six-month periods ended
(In thousands)	September 30, 2022			October 1, 2021
Beginning balance	$	10,485		$	17,085
Provision (release) for warranties issued		1,392			(235	)
Payments		(446	)		(637	)
Ending balance	$	11,431		$	16,213

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Nextracker’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects.

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NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

Other current assets

Other current assets include short-term deposits and advances of $38.3 million and $9.3 million as of September 30, 2022 and March 31, 2022, respectively, primarily related to advance payments to certain vendors for procurement of inventory. Additionally, other current assets include $22.3 million as of September 30, 2022 and March 31, 2022, respectively, for an estimated insurance recovery related to a certain litigation settlement as further described in Note 7.

Capitalized offering costs

Capitalized offering costs consist primarily of legal and accounting fees, which are direct and incremental fees related to the offering. These associated costs will be paid by Flex and offset against the proceeds of the offering. The Company had incurred $6.8 million and $5.3 million in capitalized offering costs as of September 30, 2022 and March 31, 2022, respectively, which are included in other current assets on the condensed combined balance sheets.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $47.3 million and $20.7 million as of September 30, 2022 and March 31, 2022, respectively. In addition, it includes $10.0 million and $5.5 million accrued payroll as of September 30, 2022 and March 31, 2022, respectively.

Other liabilities

Other liabilities primarily include the long-term portion of standard product warranty liabilities of $9.4 million and $8.8 million, respectively, and the long-term portion of deferred revenue of $20.2 million and $29.6 million as of September 30, 2022 and March 31, 2022, respectively.

Redeemable preferred units

On February 1, 2022, Nextracker issued redeemable preferred units designated as “Series A Preferred Units,” representing a 16.67% interest in Nextracker LLC, to Flex in exchange for the cancellation of a portion of the Nextracker’s previously issued and outstanding shares of common stock. Flex sold all of Nextracker’s Series A Preferred Units to TPG on the same day. The holder of the Series A Preferred Units is entitled to cumulative paid-in-kind or cash dividends and has the option to redeem the Series A Preferred Units or convert the Series A Preferred Units upon certain conditions. Because the redemption or conversion conditions are outside of the control of the Company, the Company has classified the Series A Preferred Units as temporary equity on the condensed combined balance sheets.

For the six-month period ended September 30, 2022, Nextracker recorded $12.5 million dividend to be paid in kind to TPG based on a rate of 5% per annum.

At TPG’s election, Flex is required to repurchase all of the outstanding Series A Preferred Units at their liquidation preference, which shall include all contributed but unreturned capital plus accrued but unpaid dividends, at the earlier of certain change in control events and February 1, 2028. Additionally, if Nextracker has not completed a Qualified Public Offering prior to February 1, 2027, then TPG may cause Flex to repurchase all of the outstanding Series A Preferred Units at their fair market value. Nextracker has determined that a

F-45

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

Qualified Public Offering is likely and that the change in control is not probable as of September 30, 2022, and as such, it is not probable that the Series A Preferred Units will become redeemable as of September 30, 2022 and the Series A Preferred Units are not accreted to current redemption value.

In April 2022, the Board approved the amendment and restatement of the Amended and Restated Limited Liability Company Agreement (“A&R LLC Agreement”) dated as of February 1, 2022. Such amendment provided for, among other things, an increase in the total number of units issued with a proportionate reduction in the Series A issue price, such that the ownership percentage of TPG remained unchanged at 16.67%. As a result of the amendment, the number of series A redeemable preferred units issued and outstanding were increased to 23,809,524 units.

3. Revenue

Based on Topic 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextracker’s revenue disaggregated based on timing of transfer—point in time and over time for the six-month periods ended September 30, 2022 and October 1, 2021:

	Six-month periods ended
(In thousands)	September 30, 2022		October 1, 2021
Timing of Transfer
Point in time	$	33,153	$	21,804
Over time		837,219		658,368
Total revenue	$	870,372	$	680,172

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the condensed combined balance sheets. Nextracker’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $283.8 million and $292.4 million as of September 30, 2022 and March 31, 2022, respectively, are presented in the condensed combined balance sheets, of which $104.9 million and $86.5 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets decreased $8.6 million from March 31, 2022 to September 30, 2022 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over-time.

During the six-month periods ended September 30, 2022 and October 1, 2021, Nextracker converted $72.2 million and $69.2 million deferred revenue to revenue, respectively, which represented 67% and 75%, respectively, of the beginning period balance of deferred revenue.

F-46

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

Remaining performance obligations

As of September 30, 2022, Nextracker had $190.0 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 89% of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.

4. Goodwill and intangible assets

Goodwill

Goodwill relates to the 2015 acquisition of Nextracker and the 2016 acquisition of BrightBox by Flex on behalf of Nextracker. As of September 30, 2022 and March 31, 2022, goodwill totaled $265.2 million, respectively, and is not deductible for tax purposes.

Other intangible assets

Nextracker amortizes identifiable intangible assets consisting of developed technology, customer relationships, and trade names because these assets have finite lives. Nextracker’s intangible assets are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives. No residual value is estimated for any intangible assets. The fair value of Nextracker’s intangible assets is determined based on management’s estimates of cash flows and recoverability.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value. Nextracker reviewed the carrying value of its intangible assets as of September 30, 2022 and March 31, 2022 and concluded that such amounts continued to be recoverable.

The components of identifiable intangible assets are as follows:

	As of September 30, 2022							As of March 31, 2022
(In thousands)	Gross carrying amount		Accumulated amortization			Net carrying amount		Gross carrying amount		Accumulated amortization			Net carrying amount
Intangible assets:
Trade name and other intangibles	$	15,900	$	(14,454	)	$	1,446	$	15,900	$	(13,372	)	$	2,528
Total	$	15,900	$	(14,454	)	$	1,446	$	15,900	$	(13,372	)	$	2,528

Total intangible asset amortization expense recognized in operations during the six-month periods ended September 30, 2022 and October 1, 2021 was $1.1 million and $7.4 million, respectively. In the six-month periods ended September 30, 2022 and October 1, 2021, $1.0 million and $3.5 million, respectively was selling, general, and administrative expense, while cost of sales was approximately $0.1 million and $3.9 million,

F-47

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

respectively for each period. Estimated future annual amortization expense for the above amortizable intangible assets are as follows:

(In thousands)	Amount
Fiscal year ending March 31,
2023(1)	$	125
2024		250
2025		250
2026		250
2027		250
Thereafter		321
Total amortization expense	$	1,446

(1) Represents estimated amortization for the remaining fiscal six-month period ending March 31, 2023.

5. Stock-based compensation

Flex maintains several stock-based incentive plans (collectively, the “Plans”) for the benefit of certain of its officers, directors and employees, including the employees of Nextracker. The following disclosures represent Nextracker’s portion of the Plans maintained by Flex in which Nextracker’s employees participated. All awards granted under the Plans consist of Flex common shares. Accordingly, the amounts presented are not necessarily indicative of future performance and do not necessarily reflect the results that Nextracker would have experienced as a stand-alone company for the period presented.

The following table summarizes Nextracker’s stock-based compensation expense related to Flex equity incentive plans:

	Six-month periods ended
(In thousands)	September 30, 2022		October 1, 2021
Cost of sales	$	755	$	679
Selling, general and administrative expenses		1,095		701
Total stock-based compensation expense	$	1,850	$	1,380

Stock-based compensation expense includes an allocation of Parent’s corporate and shared functional employee expense of immaterial amounts for the six-month periods ended September 30, 2022 and October 1, 2021. These charges were recorded within selling, general and administrative expenses.

The Flex 2017 equity incentive plan (the “2017 Plan”)

All options have been fully expensed and none were outstanding and exercisable as of September 30, 2022.

The executives, officers and employees of Flex, including Nextracker, were granted restricted share unit (“RSU”) awards under the 2017 Plan. RSU awards are rights to acquire a specified number of ordinary Flex shares for no cash consideration in exchange for continued service with Flex. RSU awards generally vest in installments over

F-48

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

a two to four-year period and unvested RSU awards are forfeited upon termination of employment. Vesting for certain RSU awards is contingent upon service and market conditions, or service and performance conditions.

As of September 30, 2022, the total unrecognized compensation cost related to unvested RSU awards held by Nextracker employees was approximately $3.5 million under the 2017 Plan. These costs will be amortized generally on a straight-line basis over a weighted-average period of approximately one year.

There were no options and no RSU awards granted under the 2017 Plan during the six-month period ended September 30, 2022.

Of the 338,000 unvested RSU awards outstanding under the 2017 Plan as of September 30, 2022, an immaterial amount of these unvested RSU awards represent the target amount of grants made to certain key employees whereby vesting is contingent on meeting certain market conditions.

The 2022 Nextracker equity incentive plan

During the six-month period ended September 30, 2022, Nextracker awarded 5.3 million equity-based compensation awards to its employees under the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “2022 Nextracker Plan”). Of the 5.3 million unvested awards under that plan, the Company granted approximately 2.7 million unit options with an exercise price of $21.00 per unit and 1.9 million RSU awards whereby vesting is contingent upon continued service over a four-year and three-year period, respectively, and the occurrence of an initial public offering event (“IPO”) or a sale of the Company. Vesting of the unit options is also contingent upon the growth of the equity valuation of the Company in the four years following the grant date, which could result in a range of 0-100% of such unit options ultimately vesting. Finally, approximately 0.7 million unvested awards are performance-based restricted share unit awards (“PSU”) contingent upon the achievement of certain metrics specific to Nextracker measured over a three-year period and the occurrence of an IPO or a sale of the Company, which could result in a range of 0-200% of such PSUs ultimately vesting. The performance-based metrics for the second and third years of vesting for the PSUs are not yet determined, and therefore only 0.2 million PSUs have met the criteria for a grant date under ASC 718 as of September 30, 2022.

The valuation of our common units and RSUs were determined in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Application of these approaches involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as those regarding our expected future revenue and EBITDA, discount rates, market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock. The fair values of our option units and PSUs were estimated using Monte-Carlo simulation models which is a probabilistic approach for calculating the fair value of the awards. Key assumptions for the Monte-Carlo simulation model are the risk-free interest rate, expected volatility, expected dividends and correlation coefficient.

The total unrecognized compensation expense related to unvested awards under the 2022 Nextracker Plan was approximately $54.5 million, which is expected to be recognized over a weighted-average period of

F-49

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

approximately three years. The Company determined the total unrecognized expense based on weighted average grant date fair values of $5.17 per award for the unit options, $16.72 per award for the RSU, and $18.86 per awards for the PSUs. The grant date fair values for the unit options and PSUs were determined using a Monte Carlo simulation. The Company will record cumulative stock-based compensation expense related to these awards in the period when its liquidity event is completed for the portion of the awards for which the relevant service condition has been satisfied with the remaining expense recognized over the remaining service period.

6. Relationship with parent and related parties

The condensed combined financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of Flex. Nextracker has historically been managed and operated in the normal course of business by Flex. Accordingly, certain shared costs have been allocated to Nextracker and reflected as expenses in these condensed combined financial statements. Nextracker’s management and the management of Flex consider the expenses included and the allocation methodologies used to be reasonable and appropriate reflections of the historical Flex expenses attributable to Nextracker for purposes of the stand-alone financial statements; however, the expenses reflected in these condensed combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if Nextracker historically operated as a separate, stand-alone entity and would depend on a number of factors, including the chosen organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure. In addition, the expenses reflected in the condensed combined financial statements may not be indicative of expenses that Nextracker could incur in the future.

Allocation of corporate expenses

The condensed combined financial statements include expense allocations for certain functions provided by Flex, including, but not limited to, general corporate expenses related to finance, legal, information technology, human resources, and stock-based compensation. These expenses have been allocated to Nextracker on the basis of direct usage when identifiable, with the remainder allocated on the basis of revenue, headcount or other measure. During the six-month periods ended September 30, 2022 and October 1, 2021, Nextracker was allocated $3.2 million and $6.6 million, respectively, of general corporate expenses incurred by Flex. Of these expenses $2.1 million and $5.1 million, respectively, are included within selling, general and administrative expenses and $1.1 million and $1.5 million, respectively, are included in cost of sales in the condensed combined statements of operations and comprehensive income.

Risk management

Flex carries insurance for property, casualty, product liability matters, auto liability, and workers’ compensation and maintain excess policies to provide additional limits. Nextracker pays a premium to Flex in exchange for the coverage provided. In fiscal years 2023 and 2022, the policies with significant premiums included the Marine Cargo/Goods in Transit and the multiple Errors and Omissions policies all through various insurance providers. Expenses related to coverage provided by Flex are reflected within selling, general and administrative expenses in the condensed combined statements of operations and comprehensive income and were immaterial for the six-month periods ended September 30, 2022 and October 1, 2021, respectively.

F-50

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

Cash management and financing

Nextracker participates in Flex’ centralized cash management programs. Disbursements are independently managed by Nextracker.

All significant transactions between Nextracker and Flex that have not been historically cash settled have been included in the condensed combined balance sheets within accumulated net parent investment and reflected in the condensed combined statement of cash flows as net transfers to parent as these are deemed to be internal financing transactions. All intra-company accounts, profits and transactions among the combined entities have been eliminated. The following is a summary of material transactions reflected in the accumulated net parent investment during the six-month periods ended September 30, 2022 and October 1, 2021:

	Six-month periods ended
(In thousands)	September 30, 2022			October 1, 2021
Corporate allocations (excluding stock-based compensation expense)	$	1,398		$	5,245
Transfer of operations to Nextracker(1)		43,087			(4,157	)
Net cash pooling activities(2)		(11,349	)		(37,188	)
Income taxes		15,732			9,678
Net transfers from Parent	$	48,868		$	(26,422	)

(1) Primarily represents certain international operations where related income and/or losses are included in Nextracker’s condensed combined statements of operations. Cash was also collected by the international operations on behalf of Nextracker, for which Nextracker and Flex do not intend to settle in the future. For the six-month period ended September 30, 2022, the balance includes the legal settlement paid by Flex as further disclosed in Note 7.

(2) Primarily represents financing activities for cash pooling and capital transfers.

The cash balance reflected in the condensed combined balance sheets consist of the cash managed and controlled by Nextracker. For as long as Nextracker is a controlled entity of Flex, Nextracker’s U.S. operations will continue to participate in the Flex cash pooling management programs intra-quarter; all outstanding positions are settled or scheduled for settlement as of each quarter end. Cash pooling activities are reflected under net transfers from Parent in the condensed combined statements of parent company equity (deficit) and redeemable preferred units and condensed combined statements of cash flows.

Due to related parties relates to balances resulting from transactions between Nextracker and Flex subsidiaries that have historically been cash settled. Nextracker purchased certain components and services from other Flex affiliates of $28.9 million and $26.7 million for the six-month periods ended September 30, 2022 and October 1, 2021, respectively.

Flex also administers on behalf of Nextracker payments to certain freight providers as well as payrolls to certain employees based in the U.S. Nextracker’s average due to related parties balance was $37.2 million and $33.1 million for the six-month periods ended September 30, 2022 and October 1, 2021, respectively. All related cash flow activities are under net cash used in operating activities in the condensed combined statements of cash flows.

Net parent investments

The net parent investment in the condensed combined balance sheets represents Flex’s net investment in Nextracker and is presented in lieu of stockholders’ equity.

F-51

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

7. Commitments and contingencies

Litigation and other legal matters

In connection with the matters described below, Nextracker has accrued for loss contingencies where it believes that losses are probable and estimable. The amounts accrued are not material. Although it is reasonably possible that actual losses could be in excess of Nextracker’s accrual, Nextracker is unable to estimate a reasonably possible loss or range of loss in excess of its accrual, except as discussed below, due to various reasons, including, among others, that: (i) the proceedings are in early stages or no claims have been asserted, (ii) specific damages have not been sought in all of these matters, (iii) damages, if asserted, are considered unsupported and/or exaggerated, (iv) there is uncertainty as to the outcome of pending appeals, motions, or settlements, (v) there are significant factual issues to be resolved, and/or (vi) there are novel legal issues or unsettled legal theories presented. Any such excess loss could have a material adverse effect on Nextracker’s results of operations or cash flows for a particular period or on Nextracker’s financial condition.

On July 15, 2022, the Company settled a case that was brought in January 2017 by Array Technologies, Inc. (“ATI”), in which ATI had alleged that Nextracker and Flex caused a former ATI employee to breach his non-compete agreement with ATI by joining Nextracker and made claims of, among other things, fraud, constructive fraud, trade secret misappropriation, breach of contract and related claims. All claims are fully released as part of a $42.8 million settlement reached in July 2022. The full settlement amount was paid by Flex on August 4, 2022, and is subject to partial coverage under the Flex insurance policy. Estimated insurance recovery of $22.3 million is included in other current assets in the condensed combined balance sheets as of September 30, 2022 and March 31, 2022.

8. Income taxes

The Company follows the guidance under ASC 740-270, “Interim Reporting”, which requires that an estimated tax rate is applied to year-to-date ordinary income. At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The tax effect of discrete items is recorded in the quarter in which the discrete events occur.

For the six-month periods ended September 30, 2022 and October 1, 2021, the Company recorded total income tax expense of $16.8 million and $8.4 million, respectively, which reflects combined effective tax rates of 24.7% and 20.4% respectively. These effective tax rates do not differ materially from the U.S. domestic statutory income tax rate of 21%.

9. Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextracker’s performance are assessed by its Chief Executive Officer, identified as the CODM.

F-52

NEXTRACKER

Notes to unaudited condensed combined financial statements (Continued)

For all periods presented, Nextracker has one operating and reportable segment. The following table sets forth geographic information of revenue based on the locations to which the products are shipped:

	Six-month periods ended
(In thousands)	September 30, 2022		October 1, 2021
Revenue:
U.S.	$	580,813	$	444,040
Rest of the World		289,559		236,132
Total	$	870,372	$	680,172

The United States is the principal country of domicile.

10. Subsequent events.

The Company evaluated subsequent events through November 21, 2022, the date the condensed combined financial statements were available to be issued, and through February 1, 2023, with respect to the reverse unit split described below.

Reverse unit split

In January 2023 the Board of Managers and the members of the Company approved a 1-for-2.1 reverse unit split of the units authorized and outstanding, which was effected on January 30, 2023. All unit and per unit data shown in the accompanying condensed combined financial statements and related notes has been retroactively revised to give effect to this reverse unit split for all periods presented. Units underlying authorized and outstanding equity-based awards were proportionately decreased and the respective per unit value and exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. There were no changes in the authorized units or par values of the Company’s Series A Preferred Units as a result of the reverse stock split.

F-53

23,255,814 Shares

Class A Common Stock

PROSPECTUS

J.P. Morgan
	BofA Securities
		Citigroup
			Barclays

Truist Securities	HSBC	BNP PARIBAS
Mizuho	Scotiabank	KeyBanc Capital Markets

SMBC Nikko BTIG UniCredit Roth Capital Partners Craig-Hallum

                , 2023

Through and including      , 2023 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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 on behalf of the registrant, other than estimated underwriting discounts and commissions, in connection with this offering. 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	$	55,100
FINRA filing fee		75,500
Exchange listing fee		270,000
Printing		634,000
Legal fees and expenses		5,013,000
Accounting fees and expenses		1,617,000
Transfer agent and registrar fees		4,000
Miscellaneous expenses		601,000
Total:	$	8,269,600

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.

II-1

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.

II-2

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	Form of Amended and Restated Separation Agreement by and among Flex Ltd., Nextracker LLC, Nextracker Inc. and Flextronics International USA, Inc.
	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.
	10.15†#	Form of Indemnification Agreement

II-3

Exhibit Number		Document
	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	Form of Credit Agreement by and among Nextracker Inc., the Other Holding Entities Party Thereto, Nextracker LLC, the Lenders Party Thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Sumitomo Mitsui Banking Corporation, Unicredit Bank AG, New York Branch and U.S. Bank National Association, as Co-Documentation Agents
	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 (Daniel Shugar)
	23.5	Consent to be named as a director nominee (Christian Bauwens)
	23.6	Consent to be named as a director nominee (Charles Boynton)
	23.7	Consent to be named as a director nominee (Jonathan Coslet)
	23.8	Consent to be named as a director nominee (Michael Hartung)
	23.9	Consent to be named as a director nominee (Paul Lundstrom)
	23.10	Consent to be named as a director nominee (Steven Mandel)
	23.11	Consent to be named as a director nominee (Scott Offer)
	23.12	Consent to be named as a director nominee (Willy Shih)
	23.13	Consent to be named as a director nominee (Rebecca Sidelinger)
	23.14	Consent to be named as a director nominee (William Watkins)
	24.1	Power of Attorney (included in signature page)
	107	Filing Fee Table

# Previously filed.

† 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.

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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 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 February 1, 2023.

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

Power of attorney

Each officer and director of Nextracker Inc. whose signature appears below constitutes and appoints Daniel Shugar and David Bennett, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this registration statement, and any additional registration statement filed pursuant to Rule 462, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said each attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

*  * * *

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)	February 1, 2023
/s/ David Bennett David Bennett	Chief Financial Officer (principal financial officer and principal accounting officer)	February 1, 2023
/s/ Christian Bauwens Christian Bauwens	Director	February 1, 2023
/s/ Charles Boynton Charles Boynton	Director	February 1, 2023
/s/ Jonathan Coslet Jonathan Coslet	Director	February 1, 2023
/s/ Michael Hartung Michael Hartung	Director	February 1, 2023
/s/ Paul Lundstrom Paul Lundstrom	Director	February 1, 2023
/s/ Steven Mandel Steven Mandel	Director	February 1, 2023

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Signature	Title	Date
/s/ Scott Offer Scott Offer	Director	February 1, 2023
/s/ Willy Shih Willy Shih	Director	February 1, 2023
/s/ Rebecca Sidelinger Rebecca Sidelinger	Director	February 1, 2023
/s/ William Watkins William Watkins	Director	February 1, 2023

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EX-1.1

Exhibit 1.1

UNDERWRITING AGREEMENT

NEXTRACKER INC.

[●] Shares of Class A Common Stock

[●], 2023

J.P. Morgan Securities LLC

BofA Securities, Inc.

Citigroup Global Markets Inc.

Barclays Capital, Inc.

As Representatives of the

    several Underwriters listed

    in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o Citigroup Global Markets Inc.

383 Madison Avenue

New York, New York 10179

c/o Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Ladies and Gentlemen:

Nextracker Inc., a Delaware corporation (the “Company”) and an indirect wholly-owned subsidiary of Flex Ltd., a Singapore corporation (“Flex”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”

In connection with the offering contemplated by this underwriting agreement (this “Agreement”), the Company will become the sole managing member of Nextracker LLC, a Delaware limited liability company (previously known as NEXTracker Inc.) (the “LLC”). Immediately following the offering contemplated by this Agreement, the Company will directly own a [●]% membership interest in the LLC, assuming no exercise of the option to purchase Option Shares described in Section 2 hereof.

Any reference in this Agreement, to the extent the context requires, to the “Transactions” shall have the meanings ascribed to the term “Transactions” in the Prospectus (as defined below). In connection with the offering contemplated by this Agreement and the Transactions, (a) the Company will enter into a tax receivable agreement (the “Tax Receivable Agreement”)

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with the LLC and the existing holders of membership interests of the LLC; (b) the Company will enter into a registration rights agreement with the existing holders of membership interests of the LLC (the “Registration Rights Agreement”); (c) the Company has entered into an employee matters agreement with Flex and the LLC (the “Employee Matters Agreement”); (d) the LLC will amend and restate its limited liability company agreement to add the Company as a member of the LLC and designate the Company as the sole managing member of the LLC (as so amended and restated, the “New LLC Agreement”); (e) the Company has entered into a separation agreement (the “Separation Agreement”) with Flex and the LLC; (f) the Company has entered into a transition services agreement (the “Transition Services Agreement”) with Flextronics International USA, Inc. and the LLC; (g) the Company and the LLC will enter into an exchange agreement with the existing holders of the membership interests in the LLC (the “Exchange Agreement”), and (h) the Company will amend and restate its certificate of incorporation (as so amended and restated, the “Amended and Restated Charter”).

This Agreement, the New LLC Agreement, the Amended and Restated Charter, the Tax Receivable Agreement, the Employee Matters Agreement, the Exchange Agreement, the Registration Rights Agreement, the Separation Agreement and the Transition Services Agreement are collectively referred to herein as the “Transaction Documents.”

The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1.    Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-269238), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated [●], 2023 and each “free writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

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“Applicable Time” means [●] [A/P].M., New York City time, on [●], 2023.

2.    Purchase of the Shares.

(a)    The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $[●] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 11 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments as the Representatives in their sole discretion shall make to eliminate any fractional Shares.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

(b)    The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c)    Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in the case of the Underwritten Shares, at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Underwriters, at 650 Page Mill Road, Palo Alto, CA 94304 at 10:00 A.M., New York City time, on [●], 2023, or at such other time or place on the same or such other

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date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date.”

(d)    Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date in definitive form registered in such names and in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The certificates for the Shares, if any, will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date or the Additional Closing Date, as the case may be.

(e)    Each of the Company and the LLC acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and the LLC with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or the LLC or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or the LLC or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the LLC shall consult with its own respective advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the LLC, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the LLC.

3.    Representations and Warranties of the Company. Each of the Company and the LLC, jointly and severally, represents and warrants to each Underwriter that:

(a)    Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the LLC make no representation or warranty with respect to any statements

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or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof.

(b)    Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and LLC make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

(c)    Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing

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Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof.

(d)     Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications (as defined below) and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution any other Written Testing-the-Waters Communications. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e)    Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares is pending before or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(c) hereof.

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(f)    Financial Statements. The financial statements (including the related notes thereto) of the Company and the combined financial statements (including the related notes thereto) of the LLC and its respective subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and the LLC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company or the LLC and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(g)    No Material Adverse Change. Since the date of the most recent financial statements of the Company and the LLC and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any change in the capital stock or membership interest (other than the issuance of shares of Class A Common Stock upon exercise of stock options, stock units and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus and the issuance of the Company’s Class B common stock), short-term debt or long-term debt of the Company, the LLC or their respective subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or the LLC on any class of capital stock or membership interest, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity or results of operations of the Company and the LLC and their respective subsidiaries, each taken as a whole; (ii) neither the Company, the LLC nor any of their respective subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company, the LLC and their respective subsidiaries, each taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the Company, the LLC and their respective subsidiaries, each taken as a whole; and (iii) neither the Company nor any of

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its subsidiaries has sustained any loss or interference with its business that is material to the Company, the LLC and their respective subsidiaries, each taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in the case of each of (i), (ii) and (iii) as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(h)    Organization and Good Standing. The Company, the LLC and each of their respective subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company, the LLC and their respective subsidiaries, each taken as a whole, or on the performance by the Company and the LLC of their obligations under the Transaction Documents (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

(i)    Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company and the membership interests of the LLC have been duly and validly authorized and issued and, in the case of capital stock, are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, the LLC or any of their respective subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any equity interests of the Company, the LLC or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company and the equity interests of the LLC conform in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company or the LLC have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), and are owned directly or indirectly by the Company or the LLC, as the case may be, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

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(j)    Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”) (i) each Stock Option, if any, intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Global Select Market and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company or the LLC, as applicable. The Company or the LLC has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company, the LLC or their respective subsidiaries or their results of operations or prospects.

(k)    Due Authorization. The Company and the LLC each have full right, power and authority to execute and deliver this Agreement and each of the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

(l)    Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(m)    The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

(n)    Other Transaction Documents. Each of the Transaction Documents (other than the Amended and Restated Charter and this Agreement) has been duly authorized by the Company and the LLC, as applicable, and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally

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binding agreement of the Company and the LLC, as applicable, enforceable against the Company and the LLC, as applicable, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(o)    Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(p)    No Violation or Default. Neither the Company, the LLC nor any of their respective subsidiaries is (i) in violation of its charter, by-laws or limited liability company agreement or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the LLC or any of their respective subsidiaries is a party or by which the Company, the LLC or any of their respective subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company, the LLC or any of their respective subsidiaries, as applicable, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q)    No Conflicts. The execution, delivery and performance by the Company and the LLC of each of the respective Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation of the transactions contemplated by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company, the LLC or any of their respective subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company, the LLC or any of their respective subsidiaries is bound or to which any property, right or asset of the Company, the LLC or any of their respective subsidiaries is subject, (ii) result in any violation of the provisions of the charter, by-laws, limited liability company agreement or similar organizational documents of the Company, the LLC or any of their respective subsidiaries or (iii) result in the violation by the Company, the LLC or any of their respective subsidiaries of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company, the LLC or any of their respective subsidiaries, as applicable, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, termination, modification, acceleration, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(r)    No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company and the LLC of each of the Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(s)    Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (collectively, “Actions”) pending to which the Company, the LLC or any of their respective subsidiaries is or may be a party or to which any property of the Company, the LLC or any of their respective subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company, the LLC or any of their respective subsidiaries, would reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of the Company, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(t)    Independent Accountants. Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries and who have certified certain financial statements of the LLC, is an independent registered public accounting firm with respect to the Company, the LLC and their respective subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(u)    Title to Real and Personal Property. The Company, the LLC and their respective subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to their respective businesses, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company, the LLC and their respective subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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(v)    Intellectual Property. (i) The Company, the LLC and their respective subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”), in each case, to the extent material to the conduct of their respective businesses, taken as a whole; (ii) the Company’s, the LLC’s and their respective subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (iii) the Company, the LLC and their respective subsidiaries have not received any written notice of any claim alleging any infringement, misappropriation or other violation of Intellectual Property rights of a third party by the Company, the LLC or any of their respective subsidiaries; and (iv) to the knowledge of the Company or the LLC, the Intellectual Property of the Company, the LLC and their respective subsidiaries is not being infringed, misappropriated or otherwise violated by any person. All employees or contractors engaged on behalf of the Company, the LLC or any of their respective subsidiaries in the development of material Intellectual Property reasonably necessary to the current conduct of the businesses of the Company, the LLC and their respective subsidiaries, taken as a whole, have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property to the Company, the LLC or the applicable subsidiary, and to the Company’s or the LLC’s knowledge, no such agreement has been materially breached or violated. The Company, the LLC and their respective subsidiaries use, and have used, reasonable efforts to maintain the confidentiality of all material Intellectual Property owned by the Company, the LLC and their respective subsidiaries, the value of which to the Company, the LLC or any of their respective subsidiaries is contingent upon maintaining the confidentiality thereof, and to the Company’s or the LLC’s knowledge, no such Intellectual Property have been disclosed other than to employees, representatives and agents of the Company, the LLC or any of their respective subsidiaries or other persons who are bound by written confidentiality agreements or legally binding professional responsibilities.

(w)    No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company, the LLC or any of their respective subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company, the LLC or any of their respective subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(x)    Investment Company Act. The Company and the LLC are not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

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(y)    Taxes. The Company, the LLC and their respective subsidiaries have paid all federal, state, local and foreign taxes and filed (or requested extensions for filing) all tax returns required to be paid or filed through the date hereof, except for such taxes currently being contested in good faith and for which adequate reserves have been made in the Company’s financial statements in accordance with GAAP or as would not reasonably be expected to have a Material Adverse Effect and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or, except as would not reasonably be expected to have a Material Adverse Effect, could reasonably be expected to be, asserted against the Company, the LLC or any of their respective subsidiaries or any of their respective properties or assets.

(z)    Licenses and Permits. The Company, the LLC and their respective subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received written notice of any revocation, modification or suspension of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.

(aa)    No Labor Disputes. No labor disturbance by or dispute with employees of the Company, the LLC or any of their respective subsidiaries exists or, to the knowledge of the Company or the LLC, is contemplated or threatened, and the Company or the LLC is not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company, the LLC nor any of their respective subsidiaries has received any written notice of cancellation or termination with respect to any collective bargaining agreement to which it is a party.

(bb)    Certain Environmental Matters. (i) The Company, the LLC and their respective subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or

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contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company, the LLC or their respective subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known by the Company or the LLC to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Company or the LLC reasonably believes no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

(cc)    Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company, the LLC or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company or the LLC within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company or the LLC under Section 414(b),(c),(m) or (o) of the Code would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations

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promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company, the LLC nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company, the LLC or their respective Controlled Group affiliates in the current fiscal year of the Company, the LLC and their respective Controlled Group affiliates compared to the amount of such contributions made in the Company’s, the LLC’s and their respective Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company’s, the LLC’s and their respective subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company’s, the LLC’s and their respective subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(dd)    Disclosure Controls. The Company and the LLC maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s or the LLC’s management as appropriate to allow timely decisions regarding required disclosure. The Company, the LLC and their respective subsidiaries have carried out evaluations of the effectiveness of their disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(ee)    Accounting Controls. The Company and the LLC maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and the LLC maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the

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existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses (as defined in Rule 12b-2 under the Exchange Act) in the Company’s internal control over financial reporting. The Company’s or the LLC’s, as applicable, auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses (each as defined in Rule 12b-2 under the Exchange Act) in the design or operation of internal control over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s or the LLC’s, as applicable, ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the LLC’s, as applicable, internal control over financial reporting.

(ff)    Insurance. The Company, the LLC and their respective subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Company reasonably believes are prudent and customary for the businesses in which they are engaged; and neither the Company, the LLC nor any of their respective subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at a cost that would not be reasonably be expected to have a Material Adverse Effect from similar insurers as may be necessary to continue its business.

(gg)    Cybersecurity; Data Protection. Except as would not reasonably be expected to have a Material Adverse Effect, the Company’s, the LLC’s and their respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications and databases (collectively, “IT Systems”) are adequate for, and operate and perform as required in connection with, the operation of the business of the Company, the LLC and their respective subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company, the LLC and their respective subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to the same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Except as would not reasonably be expected to have a Material Adverse Effect, the Company, the LLC and their respective subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any

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court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(hh)    No Unlawful Payments. Neither the Company, the LLC nor any of their respective subsidiaries nor any director, officer or employee of the Company, the LLC or any of their respective subsidiaries nor, to the knowledge of the Company or the LLC, as applicable, any agent, affiliate or other person associated with or acting on behalf of the Company, the LLC or any of their respective subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful bribe, payment or benefit, including, without limitation, any rebate, payoff, influence payment, kickback, to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law. The Company has instituted, maintains and enforces, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ii)    Compliance with Anti-Money Laundering Laws. The operations of the Company, the LLC and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company, the LLC or any of their respective subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(jj)    No Conflicts with Sanctions Laws. Neither the Company, the LLC nor any of their respective subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company or the LLC, any agent, affiliate or other person associated with or acting on behalf of the Company, the LLC or any of their respective subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without

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limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, the LLC or any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company and the LLC will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company, the LLC and their respective subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

(kk)    No Restrictions on Subsidiaries. No subsidiary of the Company or the LLC is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company or the LLC, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company or the LLC any loans or advances to such subsidiary from the Company or the LLC or from transferring any of such subsidiary’s properties or assets to the Company or the LLC or any other subsidiary of the Company or of the LLC.

(ll)    No Broker’s Fees. Neither the Company, the LLC nor any of their respective subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(mm)    No Registration Rights. No person has the right to require the Company, the LLC or any of their respective subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares.

(nn)    No Stabilization. Neither the Company, the LLC nor any of their respective subsidiaries or affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(oo)    Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company or the LLC as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

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(pp)    Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(qq)    Statistical and Market Data. Nothing has come to the attention of the Company or the LLC that has caused the Company or the LLC to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(rr)    Sarbanes-Oxley Act. Each of the Company, the LLC and any of the Company’s and the LLC’s directors or officers, in their capacities as such, is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), that are now applicable to it, and has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sarbanes-Oxley Act that are then in effect and with which the Company, the LLC or any of the Company’s or the LLC’s directors or officers, in their capacities as such, as applicable, is required to comply as of the effectiveness of the Registration Statement, and is actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act not currently in effect, upon the effectiveness of such provisions, or which will become applicable to the Company, the LLC or any of the Company’s or the LLC’s directors or officers, in their capacities as such, as applicable, at all times after the effectiveness of the Registration Statement.

(ss)    Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act. The Company has paid the registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act or will pay such fee within the time period required by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.

(tt)    No Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company, the LLC or any of their respective subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) under the Exchange Act.

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4.    Representations and Warranties of Flex. Flex represents and warrants to and agrees with each of the Representatives that:

(a)    Registration Statement, Pricing Disclosure Package and Prospectus. (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Pricing Disclosure Package does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and, at the Closing Date, the Pricing Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus, as of its date, does not contain and, as amended or supplemented, if applicable, will not contain, as of the date of such amendment or supplement or as of the Closing Date and each Additional Closing Date, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, in each case, that the representations and warranties set forth in this paragraph shall only apply to statements or omissions in the Registration Statement, the Pricing Disclosure Package or the Prospectus based upon the information relating to Flex furnished to the Company in writing by or on behalf of Flex expressly for use therein (the “Flex Information”).

(b)    Issuer Free Writing Prospectus. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, in each case, that the representations and warranties set forth in this paragraph shall only apply to statements or omissions in the Issuer Free Writing Prospectus based upon the Flex Information.

(c)     Testing-the-Waters Materials. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, Flex (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any free writing prospectus or Written Testing-the-Waters Communication, other

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than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents identified in Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Company and the Representatives.

(d)    Organization and Good Standing. Flex has been duly organized and is validly existing as a corporation or other business organization in good standing (to the extent the concept of good standing is applicable in such jurisdiction), under the laws of Singapore.

(e)    Due Authorization. This Agreement has been duly authorized, executed and delivered by Flex.

(f)    Other Transaction Documents. Each of the Transaction Documents (to which Flex is a party) has been duly authorized, executed and delivered by Flex and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of Flex, as applicable, enforceable against Flex in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(g)    No Conflicts. The execution, delivery and performance by Flex of each of the Transaction Documents, the issuance and sale of the Shares and the consummation of the transactions contemplated by the Transaction Documents or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of Flex or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Flex or any of its subsidiaries is a party or by Flex or any of its subsidiaries is bound or to which any property, right or asset of Flex or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of Flex or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect.

(h)    No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by Flex of each of the Transaction Documents, the issuance and sale of the Shares and the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as have been obtained or made and as may be required by FINRA and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

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(i)    Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no Actions pending to which the Flex or any of its subsidiaries is or may be a party or to which any property of Flex or any of its subsidiaries is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect; no such Actions are threatened or, to the knowledge of Flex, contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(j)    No Stabilization. Flex has not taken and will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(k)    No Immunity. Neither Flex nor any of its subsidiaries or its properties or assets has immunity under the Republic of Singapore, U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any the Republic of Singapore, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Company, Flex or the LLC, or any of their respective subsidiaries or any of their respective properties, assets or revenues, may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by this Agreement or the Transaction Documents, may at any time be commenced, the Company, Flex or the LLC has, pursuant to Section 17(e) of this Agreement, waived, and it will waive, or will cause its subsidiaries to waive, such right to the extent permitted by law.

(l)    Enforcement of Foreign Judgments. Any final judgment for a fixed or determined sum of money rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against Flex based upon this Agreement or any of the Transaction Documents would be declared enforceable against Flex by the courts of the Republic of Singapore, without reconsideration or reexamination of the merits.

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(m)    Valid Choice of Law. The choice of laws of the State of New York as the governing law of this Agreement or the Transaction Documents, as applicable, is a valid choice of law under the laws of the Republic of Singapore and will be honored by the courts of Republic of Singapore. Flex has the power to submit, and pursuant to Section 17(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

(n)    Indemnification and Contribution. The indemnification and contribution provisions set forth in Section 8 hereof do not contravene law or public policy of the Republic of Singapore.

(o)    Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the Pricing Disclosure Package, the Prospectus, this Agreement, the Transaction Documents or the Shares in the Republic of Singapore or in any jurisdiction in which Flex does business is not dependent upon such document being submitted into, filed or recorded with any court or other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.

(p)    Legal Action. A holder of the Shares and each Underwriter are each entitled to sue as plaintiff in the court of the jurisdiction of formation and domicile of Flex for the enforcement of their respective rights under this Agreement, the Transaction Documents and the Shares and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction except that plaintiffs not residing in the Republic of Singapore may be required to guarantee payment of a possible order for payment of costs or damages at the request of the defendant.

(q)    Clean Hands. Flex’s entry, as of the date hereof, into the Transaction Documents and this Agreement, and Flex’s consummation of the transactions contemplated by the Transaction Documents and by this Agreement is not prompted by any material non-public information required to be disclosed in the Registration Statement, the Pricing Disclosure Packet or the Prospectus that is not so disclosed.

5.    Further Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a)    Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act and will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably request.

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(b)    Delivery of Copies. The Company will deliver, upon written request, without charge, (i) to the Representatives, three signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter, (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.

(c)    Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably objects, unless the Company is advised by its counsel that such Issuer Free Writing Prospectus, amendment or supplement is required by law.

(d)    Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, or the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the

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circumstances existing when the Prospectus, the Pricing Disclosure Package, or any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e)    Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.

(f)    Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

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(g)    Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

(h)    Clear Market. For a period ending on and including the 180 days after the date of the Prospectus, the Company will not, and will not permit any subsidiary of the Company to, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Class A Common Stock or any securities convertible into or exercisable or exchangeable for Class A Common Stock, or publicly disclose the intention to undertake any of the foregoing, or (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Class A Common Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Class A Common Stock or such other securities, in cash or otherwise, without the prior written consent of the Representatives, other than the Shares to be sold hereunder or any Class A Common Stock to be issued in connection with the Transactions at or prior to the Closing Date as disclosed in the Prospectus.

The restrictions described above do not apply to (i) the issuance of shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of stock units (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, stock units, or other equity awards and the issuance of shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors or consultants pursuant to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the issuance of up to 5% of the outstanding shares of Class A Common Stock, or securities convertible into, exercisable for, or which are otherwise exchangeable for, Class A Common Stock, immediately following the Closing Date, in acquisitions or other similar strategic transactions and the filing with or confidential submission to the Commission of a registration statement in connection therewith, provided that such recipients enter into a lock-up agreement with the Underwriters; (iv) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; (v) facilitating the

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establishment of trading plans pursuant to Rule 10b5-1 under the Exchange Act to the extent permitted by the lock-up letters described in Section 7(n) hereof; (vi) the filing with or confidential submission to the Commission of a registration statement relating to the subsequent distribution or dispositions described in the Prospectus, provided that no securities of the Company may be sold or exchanged pursuant to such registration statement during the 180-day restricted period; or (vii) shares of Class A Common Stock issued pursuant to the terms of the Exchange Agreement or the New LLC Agreement as described in the Prospectus.

If J.P. Morgan Securities LLC and BofA Securities, Inc., in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 7(n) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver.

(i)    Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.

(j)    No Stabilization. Neither the Company, the LLC nor any of their respective subsidiaries or affiliates will take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Class A Common Stock.

(k)    Exchange Listing. The Company will use its reasonable best efforts to list for quotation the Shares on the Nasdaq Global Select Market.

(l)    Reports. So long as the Shares are outstanding, the Company will furnish to the Representatives, upon written request, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.

(m)    Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n)    Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

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6.    Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a)    It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus,” as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) above (including any electronic road show approved by the Company in advance in writing), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.

(b)    It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission; provided that Underwriters may use a term sheet substantially in the form of Annex B hereto without the consent of the Company; provided further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

(c)    It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

7.    Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:

(a)    Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b)    Representations and Warranties of the Company and the LLC. The representations and warranties of the Company and the LLC contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company, the LLC and their respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

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(c)    Representations and Warranties of Flex. The representations and warranties of Flex contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of Flex and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(d)    No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities, convertible securities or preferred stock issued, or guaranteed by, the Company, the LLC or any of their respective subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company, the LLC or any of their subsidiaries (other than an announcement with positive implications of a possible upgrading).

(e)    No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(f)    Officer’s Certificate of the Company. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Section 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the Company and the LLC in this Agreement are true and correct and that the Company and the LLC has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a) and (e) above.

(g)    Comfort Letters. (i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Deloitte & Touche LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and

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substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain other financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(ii)    On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives certificates, dated the respective dates of delivery thereof and addressed to the Underwriters, of the chief financial officer of the Company with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(h)    Opinion and 10b-5 Statement of Counsel for the Company. Sidley Austin LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(i)    Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

(j)    No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares.

(k)    Good Standing. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

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(l)    Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance.

(m)    Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit D hereto, between you and certain shareholders, officers and directors of the Company, the LLC and Flex relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or the Additional Closing Date, as the case may be.

(n)    Transactions. The Transactions shall have been completed as described in the Prospectus.

(o)    Transaction Documents. As of the Closing Date, (i) the Transaction Documents shall have been executed and delivered; and (ii) the Amended and Restated Charter shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect.

(p)    Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

8.    Indemnification and Contribution.

(a)    Indemnification of the Underwriters by the Company and the LLC. The Company and the LLC agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein

32

a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with (i) any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below or (ii) the Flex Information.

(b)    Indemnification of the Underwriters by Flex. Flex agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company or Flex in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (c) below; provided, however, that Flex’s agreement to indemnify and hold harmless hereunder shall only apply to losses, claims, damages or liabilities caused by any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with the Flex Information furnished by or on behalf of Flex for use in the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed that, for the purposes of this Section 8(b), “Flex Information” shall consist only of the name and address of Flex and the ownership information of shares of Class A Common Stock and Class B Common Stock of Flex in the footnotes to the beneficial ownership table in the Registration Statement, the Preliminary Prospectus or the Prospectus under the caption “Principal stockholders.”

33

(c)    Indemnification of the Company and the LLC. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the LLC, each of their respective directors, and the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or the LLC within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting,” the information contained in the seventh paragraph under the caption “Underwriting” and the information contained in the sixteenth paragraph under the caption “Underwriting.”

(d)    Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 8, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 8 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 8. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented fees and expenses in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be

34

inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, the LLC, their respective directors, the Company’s officers who signed the Registration Statement and any control persons of the Company or the LLC shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(e)    Contribution. If the indemnification provided for in paragraphs (a), (b) or (c) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the LLC and Flex, on the one hand, and the Underwriters on the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, the LLC or Flex, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, the LLC or Flex, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, the LLC or Flex, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to

35

state a material fact relates to information supplied by the Company, the LLC or Flex or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(f)    Limitation on Liability. The Company, the LLC, Flex and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (e) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (e) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (e) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.

(g)    Non-Exclusive Remedies. The remedies provided for in this Section 8 paragraphs (a) through (f) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

9.    Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

10.    Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, the LLC and Flex, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date, (i) trading generally shall have been suspended or materially limited on or by any of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

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11.    Defaulting Underwriter.

(a)    If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and Flex on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and Flex shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and Flex may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and Flex as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company, the LLC or Flex, except that the Company will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect.

(d)    Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.

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12.    Payment of Expenses.

(a)    Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable fees and expenses of counsel for the Underwriters not to exceed $15,000); (vi) the cost of preparing stock certificates; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (not to exceed $40,000); (ix) all expenses incurred by the Company in connection with any “road show” presentation to potential investors, provided, however, that the Underwriters and the Company shall each pay 50% of the cost of chartering any aircraft to be used in connection with any such “road show” by the Company and the Underwriters; and (x) all expenses and application fees related to the listing of the Shares on the Nasdaq Global Select Market.

(b)    If (i) this Agreement is terminated pursuant to Section 10, (ii) the Company for any reason fails to tender the Shares for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.

13.    Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 8 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.

14.    Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 8 hereof.

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15.    Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.

16.    Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, the LLC and Flex, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

17.    Miscellaneous.

(a)    Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate Desk, and BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Syndicate Department, with a copy to ECM Legal, Facsimile Number (212) 230-8730. Notices to the Company shall be given to it at Nextracker Inc., 6200 Paseo Padre Parkway, Fremont, California 94555, Attention: General Counsel, lschlesinger@nextracker.com. Notices to the LLC shall be given to Nextracker LLC 6200 Paseo Padre Parkway, Fremont, California 94555, Attention: General Counsel, lschlesinger@nextracker.com. Notices to Flex shall be given to it at Flex Ltd. 6201 America Center Dr., San Jose, California 95002, Attention: General Counsel, general.counsel@flex.com, with a copy to: richard.riecker@flex.com.

(b)    Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(c)    Submission to Jurisdiction. The Company, Flex and the LLC hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, Flex and the LLC waive any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company, Flex and the LLC agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, Flex and the LLC, as applicable, and may be enforced in any court to the jurisdiction of which Company, Flex and the LLC are subject by a suit upon such judgment.

(d)    Judgment Currency. Flex agrees to indemnify each Underwriter, its directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made for any amount due

39

under this Section 17(d) and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of Flex and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

(e)    Waiver of Immunity. To the extent that the Company, Flex or the LLC has or hereafter may acquire any immunity (sovereign or otherwise) from jurisdiction of any court of (i) the United States or the State of New York, or (ii) any jurisdiction in which it owns or leases property or assets or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or their respective property and assets or this Agreement, the Company, Flex and the LLC hereby irrevocably waive such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

(f)    Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

(g)    Recognition of the U.S. Special Resolution Regimes.

(i)    In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii)    In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 16(g):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

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“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

(h)    Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(i)    Amendments or Waivers. 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 hereto.

(j)    Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours, NEXTRACKER INC.
By:
	Name:
	Title:
NEXTRACKER LLC
By:
	Name:
	Title:
FLEX LTD.
By:
	Name:
	Title

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Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

BOFA SECURITIES, INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

CITIGROUP GLOBAL MARKETS INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

BARCLAYS CAPITAL INC.

For itself and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

By:
	Authorized Signatory

SCHEDULE 1

Underwriter	Number of Shares
J.P. Morgan Securities LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
Barclays Capital Inc.
Truist Securities, Inc.
HSBC Securities (USA) Inc.
BNP Paribas Securities Corp.
Mizuho Securities USA LLC
Scotia Capital (USA) Inc.
KeyBanc Capital Markets Inc.
SMBC Nikko Securities America, Inc.
BTIG, LLC
UniCredit Capital Markets LLC
Roth Capital Partners, LLC
Craig-Hallum Capital Group LLC
Total		23,255,814

2

ANNEX A

[a.    Issuer Free Writing Prospectuses]

[None.]

[b.    Pricing Information Provided Orally by Underwriters]

[●]

3

ANNEX B

Nextracker Inc.

Pricing Term Sheet

4

Exhibit A

[FORM OF TTW AUTHORIZATION LETTER]

5

Exhibit B

[FORM OF WAIVER OF LOCK-UP]

6

Exhibit C

[FORM OF PRESS RELEASE]

7

Exhibit D

FORM OF LOCK-UP AGREEMENT

8

EX-5.1

Exhibit 5.1

  SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX   AMERICA • ASIA PACIFIC • EUROPE

February 1, 2023

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Re: 26,744,186 Shares of Class A Common Stock, $0.0001 par value per share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-1, File No. 333-269238, filed by Nextracker Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 1 filed with the SEC on January 24, 2022, and Amendment No. 2 being filed with the SEC on the date hereof (as so amended, the “Registration Statement”). The Registration Statement relates to the registration under the Securities Act of 26,744,186 shares (including an aggregate of 3,488,372 shares that may be sold by the Company pursuant to the exercise of the underwriters’ option to purchase shares to cover overallotments under the Underwriting Agreement (as defined below)) of Class A Common Stock, $0.0001 par value per share (the “New Shares”), of the Company. The New Shares are to be sold by the Company pursuant to an underwriting agreement among the Company and the Underwriters named therein, the form of which has been filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”).

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined (i) the Registration Statement; (ii) the form of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company to be filed with the Secretary of State of the State of Delaware prior to the closing of the sale of the New Shares contemplated by the Registration Statement, filed as Exhibit 3.1 to the Registration Statement; (iii) the form of the Amended and Restated Bylaws of the Company to be effective prior to the closing of the sale of the New Shares contemplated by the Registration Statement, filed as Exhibit 3.2 to the Registration Statement; (iv) the form of the Underwriting Agreement; and (v) the resolutions adopted by the board of directors of the Company (the “Board”) relating to the Registration Statement and the issuance of the New Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents

Nextracker Inc.

February 1, 2023

Page 2

submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company. We have also assumed that the Certificate of Incorporation will be approved by all requisite action of the stockholders of the Company and will be duly filed with the Secretary of State of the State of Delaware prior to the sale of the New Shares.

Based on the foregoing, we are of the opinion that the New Shares will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act; (ii) the Board or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of the New Shares as contemplated by the Registration Statement; and (iii) certificates representing the New Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any New Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such New Shares to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the Underwriting Agreement as executed and delivered by the parties thereto.

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Sidley Austin LLP

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	38
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	51
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 (as amended, 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.

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

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(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.

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

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(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:

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(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;

(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:

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(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;

(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.

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“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

“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,

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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.

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 12,857,143 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:

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(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.

(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.

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

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(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.

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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.

(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).

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(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.

(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

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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.

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.

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

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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

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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:

TPG RISE CLIMATE FLASH CI BL, LLC

By:

Name:

Title:

TPG RISE CLIMATE FLASH BL, LLC

By:

Name:

Title:

THE RISE FUND II FLASH BL, LLC

By:

Name:

Title:

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

Schedule A

Schedule of Members

Schedule A-1

Schedule B

“Bad Actor” Representations

Schedule B-1

Exhibit A

Form of Joinder Agreement

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED

SEPARATION AGREEMENT

by and among

FLEX LTD.,

NEXTRACKER LLC,

NEXTRACKER INC.

and,

solely for the purposes of Section 3.8,

FLEXTRONICS INTERNATIONAL USA, INC.

Dated as of [•], 2023

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS AND INTERPRETATION			3
Section 1.1	General		3
Section 1.2	References; Interpretation		22
Section 1.3	Amendment and Restatement		23
ARTICLE II THE SEPARATION			23
Section 2.1	General		23
Section 2.2	Restructuring; Transfer of Assets; Assumption of Liabilities		23
Section 2.3	Treatment of Shared Contracts		25
Section 2.4	Intercompany Accounts, Loans and Agreements		26
Section 2.5	[Reserved]		26
Section 2.6	Transfers Not Effected at or Prior to the Operative Time; Transfers Deemed Effective as of the Operative Time		27
Section 2.7	Conveyancing and Assumption Instruments		28
Section 2.8	Further Assurances; Ancillary Agreements		29
Section 2.9	Novation of Liabilities; Indemnification		30
Section 2.10	Guarantees; Credit Support Instruments		31
Section 2.11	Disclaimer of Representations and Warranties		33
Section 2.12	Nextracker Financing Arrangements		34
Section 2.13	Cash Management		35
Section 2.14	Separation		35
ARTICLE III THE IPO AND ACTIONS PENDING THE IPO; OTHER TRANSACTIONS			35
Section 3.1	Formation of Nextracker PubCo; The IPO		36
Section 3.2	IPO Cooperation		36
Section 3.3	Organizational Documents		37
Section 3.4	Directors		37
Section 3.5	Officers		37
Section 3.6	Resignations and Removals		37
Section 3.7	The Distribution or Other Disposition		37
Section 3.8	Newco Merger		38

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ARTICLE IV CERTAIN COVENANTS		39
Section 4.1	Cooperation	39
Section 4.2	Retained Names; IP Licenses	39
Section 4.3	No Restriction on Competition	41
Section 4.4	No Hire and No Solicitation of Employees	41
Section 4.5	Corporate Opportunities	41
ARTICLE V INDEMNIFICATION		42
Section 5.1	Release of Pre-Separation Claims	42
Section 5.2	Release of Pre-IPO Claims	45
Section 5.3	Indemnification by Flex	45
Section 5.4	Indemnification by the Nextracker Group	45
Section 5.5	Procedures for Indemnification	45
Section 5.6	Cooperation in Defense and Settlement	48
Section 5.7	Indemnification Payments	49
Section 5.8	Indemnification Obligations Net of Insurance Proceeds and Other Amounts	49
Section 5.9	Contribution	50
Section 5.10	Additional Matters; Survival of Indemnities	50
Section 5.11	Environmental Matters	51
ARTICLE VI PRESERVATION OF RECORDS; ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE		52
Section 6.1	Preservation of Corporate Records	52
Section 6.2	Access to Information	52
Section 6.3	Witness Services	54
Section 6.4	Reimbursement; Other Matters	55
Section 6.5	Confidentiality	55
Section 6.6	Privilege Matters	57
Section 6.7	Ownership of Information	59
Section 6.8	Personal Data	59
Section 6.9	Other Agreements	59

ii

ARTICLE VII FINANCIAL AND OTHER COVENANTS		59
Section 7.1	Disclosure and Financial Controls	59
Section 7.2	Auditors and Audits; Annual Statements and Accounting	66
Section 7.3	Nextracker PubCo Board Representation	69
Section 7.4	Committees	71
Section 7.5	Other Covenants	71
Section 7.6	Flex Policies and Procedures	74
Section 7.7	Covenants Regarding the Incurrence of Indebtedness	75
Section 7.8	Applicability of Rights in the Event of an Acquisition of Nextracker	75
Section 7.9	Books and Records	75
Section 7.10	Transfer of Flex’s Rights Under Article VII	76
ARTICLE VIII DISPUTE RESOLUTION		77
Section 8.1	Negotiation	77
Section 8.2	Specific Performance	77
Section 8.3	Conduct During Dispute Resolution Process	77
ARTICLE IX INSURANCE		78
Section 9.1	Insurance Matters	78
Section 9.2	Certain Matters Relating to Nextracker PubCo’s Organizational Documents	80
Section 9.3	Indemnitor of First Resort	80
ARTICLE X MISCELLANEOUS		81
Section 10.1	Entire Agreement; Construction	81
Section 10.2	Ancillary Agreements	81
Section 10.3	Counterparts	81
Section 10.4	Survival of Agreements	81
Section 10.5	Expenses	81
Section 10.6	Notices	82
Section 10.7	Waivers	83
Section 10.8	Assignment	83
Section 10.9	Successors and Assigns	83
Section 10.10	Termination and Amendment	83

iii

Section 10.11	Payment Terms	83
Section 10.12	Subsidiaries	84
Section 10.13	Third-Party Beneficiaries	84
Section 10.14	Title and Headings	84
Section 10.15	Exhibits and Schedules	84
Section 10.16	Governing Law; Submission to Jurisdiction	85
Section 10.17	Severability	86
Section 10.18	Public Announcements	86
Section 10.19	Interpretation	86
Section 10.20	No Duplication; No Double Recovery	86
Section 10.21	Tax Treatment of Transfers	86
Section 10.22	No Waiver	87
Section 10.23	No Admission of Liability	87
Section 10.24	Advisors	87

iv

List of Exhibits
Exhibit A	Employee Matters Agreement
Exhibit B	Transition Services Agreement
Exhibit C	Amended and Restated Certificate of Incorporation of Nextracker Inc.
Exhibit D	Amended and Restated Bylaws of Nextracker Inc.
Exhibit E	Post-Closing Agreements

v

AMENDED AND RESTATED SEPARATION AGREEMENT

This AMENDED AND RESTATED SEPARATION AGREEMENT (this “Agreement”), dated as of [•], 2023, is entered into by and between Flex Ltd., a Singapore registered public company limited by shares and having company registration no. 199002645H (“Flex”); Nextracker OpCo (as defined below); Nextracker Inc., a Delaware corporation (“Nextracker PubCo”); and, solely for the purposes of Section 3.8 hereof, Flextronics International USA, Inc., a California corporation (“FIUI”). “Party” or “Parties” means Flex, Nextracker PubCo, Nextracker OpCo or FIUI, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the respective meanings set forth in Section 1.1.

W I T N E S E T H:

WHEREAS, Nextracker OpCo (as defined below) is an indirect Subsidiary of Flex;

WHEREAS, the Board of Directors of Flex (the “Flex Board”) previously determined it appropriate, desirable and in the best interests of Flex and its shareholders to separate the Nextracker Business from the Flex Retained Business (the “Separation”);

WHEREAS, certain of the Parties hereto previously entered into that certain Separation Agreement (the “Existing Separation Agreement”), dated February 1, 2022 (the “Operative Date”), which set forth the terms of the Separation;

WHEREAS, Nextracker PubCo previously delivered a Joinder Agreement, dated December 21, 2022, whereby Nextracker PubCo agreed to become a Party to the Existing Separation Agreement as if it were an original signatory to the Existing Separation Agreement;

WHEREAS, in order to effect the Separation, FIUI: (i) contributed to Yuma, Inc., a Delaware corporation and an indirect, wholly owned Flex Subsidiary (“Newco”), 100% of the issued and outstanding stock of Nextracker Inc. in exchange for common stock, par value $0.001 per share, of Newco (“Newco Common Stock”), (ii) caused Nextracker Inc. to convert from a Delaware corporation to Nextracker LLC, a Delaware limited liability company (“Nextracker OpCo”), (iii) caused Newco to form Yuma Subsidiary, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Newco (“Newco Sub”), (iv) caused Newco to contribute 300,000 common units representing ownership interests in Nextracker OpCo (the “Nextracker OpCo Common Units”) to Newco Sub and (v) caused Nextracker OpCo to issue 500,000 Series A Preferred Units (the “Nextracker OpCo Preferred Units”) to NewCo;

WHEREAS, in order to effect the Separation, the Flex Board determined that it is appropriate, desirable and in the best interests of Flex and its shareholders for Flex to undertake the Internal Reorganization and, in connection therewith, effect the Contribution to Nextracker OpCo;

WHEREAS, immediately following the Separation, FIUI, NewCo, Nextracker OpCo and TPG Rise Flash, L.P. (“TPG”) entered into that certain Preferred Unit Purchase Agreement, dated as of the Operative Date (the “TPG Unit Purchase Agreement”), pursuant to which TPG purchased 100% of the Nextracker OpCo Preferred Units from Newco on the Operative Date, on the terms and subject to the conditions of the TPG Unit Purchase Agreement;

WHEREAS, the Flex Board (i) has formed Nextracker PubCo as a direct wholly owned subsidiary of Newco; and (ii) may determine that it would be appropriate and desirable for Nextracker PubCo to make an offer and sale to the public of shares of the Class A common stock of Nextracker PubCo, par value $0.0001 per share (“Nextracker Class A Common Stock”), pursuant to a registration statement on Form S-1, as more fully described in this Agreement and the Ancillary Agreements (the “IPO”);

WHEREAS, in connection with the IPO, if effected, and Nextracker PubCo’s adoption of the Charter and Bylaws, as of the IPO Effective Date, Newco’s equity interests in Nextracker PubCo would be recapitalized as Nextracker Class B Common Stock;

WHEREAS, after the IPO, if effected, Flex may (i) transfer Newco Common Stock to holders of ordinary shares of Flex, with no par value per ordinary share (“Flex Ordinary Shares”) by means of one or more distributions by Flex to holders of Flex Ordinary Shares of Newco Common Stock in a tax-free transaction under Section 355(a) of the Code (the “Distribution”); (ii) effect a disposition of its Newco Common Stock pursuant to one or more public offering(s) or private transaction(s) (including a Merger as set forth in Section 3.8); (iii) transfer, exchange or otherwise dispose of shares of Nextracker Class A Common Stock in one or more transactions (together with the transactions set forth in clause (ii), the “Other Disposition”); and/or (iv) continue to hold its interest in shares of Nextracker OpCo;

WHEREAS, (i) the Flex Board has (x) determined that the transactions contemplated by this Agreement and the Ancillary Agreements have a valid business purpose, are in furtherance of and consistent with its business strategy and are in the best interests of Flex and its shareholders, and (y) approved this Agreement and each of the Ancillary Agreements; and (ii) the Board of Directors of Nextracker OpCo (the “Nextracker OpCo Board”) have each approved this Agreement and each of the Ancillary Agreements (to the extent Nextracker OpCo is a party thereto);

WHEREAS, the Parties desire to set forth the principal corporate transactions required to effect the Contribution and the Internal Reorganization, and the IPO, Distribution or Other Disposition, in each case, if effected (collectively, the “Transactions”), and certain other agreements relating to the relationship of Flex, FIUI, Nextracker PubCo and Nextracker OpCo, and their respective Subsidiaries following the IPO, if effected; and

WHEREAS, the Parties desire to effect an amendment and restatement of the Existing Separation Agreement to amend certain provisions relating to the Nextracker PubCo Board;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:

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ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 General. As used in this Agreement, the following terms shall have the following meanings:

(1) “Action” shall mean 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.

(2) “Affiliate” shall mean, 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, from and after the Operative Time, solely for purposes of this Agreement, (i) no member of the Nextracker Group shall be deemed an Affiliate of any member of the Flex Group; (ii) no member of the Flex Group shall be deemed an Affiliate of any member of the Nextracker Group; and (iii) TPG and its Affiliates shall not be deemed an Affiliate of any member of the Flex Group or the Nextracker Group.

(3) “Agreement” shall have the meaning set forth in the Preamble.

(4) “Ancillary Agreements” shall mean the Transition Services Agreement, the Employee Matters Agreement, the Registration Rights Agreement, the lease agreements for the sites set forth in Schedule 1.1(4), any Continuing Arrangements, any and all Conveyancing and Assumption Instruments, and any other agreements to be entered into by and between any member of the Flex Group, on one hand, and any member of the Nextracker Group, on the other hand, at, prior to or after the Operative Time in connection with the Separation, or the IPO, Distribution or Other Disposition, in each case, if effected.

(5) “Annual Financial Statements” shall have the meaning set forth in Section 7.1(e).

(6) “Applicable Period” shall have the meaning set forth in Section 7.2.

(7) “Asset Transferors” shall mean the entities transferring Assets to Nextracker OpCo or Flex, as the case may be, or one of their respective Subsidiaries in order to consummate the transactions contemplated hereby.

(8) “Assets” shall mean all rights (including Intellectual Property), title and ownership interests in and to all properties, claims, Contracts, businesses, or assets (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible or intangible, whether accrued, contingent or otherwise, in each case, whether or not recorded or reflected on the books and records or financial statements of any Person.

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(9) “Assume” shall have the meaning set forth in Section 2.2(c); and the terms “Assumed” and “Assumption” shall have their correlative meanings.

(10) “Beneficially Own” shall have the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations thereunder.

(11) “Business” shall mean the Flex Retained Business or the Nextracker Business, as applicable.

(12) “Business Day” shall mean 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.

(13) “Business Entity” shall mean any corporation, partnership, limited liability company, joint venture or other entity which may legally hold title to Assets.

(14) “Bylaws” shall have the meaning set forth in Section 3.3.

(15) “Cash Equivalents” shall mean (i) cash; and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of Indebtedness issued or guaranteed by any Governmental Entity, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(16) “Charter” shall have the meaning set forth in Section 3.3.

(17) “Code” shall mean the Internal Revenue Code of 1986.

(18) “Commission” shall mean the United States Securities and Exchange Commission.

(19) “Common Interest Agreement” shall mean an agreement, in a form to be mutually agreed reasonably and in good faith by and among the parties thereto, providing for the common interest privilege to attach, to the maximum extent permitted by applicable Law, to any Information transferred pursuant to Article VI or Article IX (it being understood that such Common Interest Agreement shall not diminish, terminate or otherwise affect any attorney-client privilege, protection pursuant to the work product doctrine or other privilege or protection under this Agreement or otherwise of any Party with respect to any such Information).

(20) “Company Policies” shall mean all insurance policies, insurance contracts and claim administration contracts of any kind of any member of the Flex Group, which are in effect at the Operative Time, except all insurance policies, insurance contracts and claim administration contracts established in contemplation of the IPO to cover any member of the Nextracker Group after the IPO Effective Date.

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(21) “Confidential Information” shall mean all non-public, confidential or proprietary Information to the extent concerning a Party, its Group and/or its Subsidiaries or with respect to the Nextracker Group, the Nextracker Business, any Nextracker Assets or any Nextracker Liabilities or with respect to the Flex Group, the Flex Retained Business, any Flex Retained Assets or any Flex Liabilities, including any such Information that was acquired by any Party after the Operative Time pursuant to Article VI or otherwise in accordance with this Agreement or the Transition Services Agreement, or that was provided to a Party by a third party in confidence, including (a) any and all technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s product (including product specifications and documentation; engineering, design, and manufacturing drawings, diagrams, and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; (b) information, documents and materials relating to the Party’s financial condition, management and other business conditions, prospects, plans, procedures, infrastructure, security, information technology procedures and systems, and other business or operational affairs; (c) pending unpublished patent applications and trade secrets; and (d) any other data or documentation resident, existing or otherwise provided in a database or in a storage medium, permanent or temporary, intended for confidential, proprietary and/or privileged use by a Party; except for any Information that is (i) in the public domain or known to the public through no fault of the receiving Party or its Subsidiaries; (ii) lawfully acquired after the Operative Time by such Party or its Subsidiaries from other sources not known to be subject to confidentiality obligations with respect to such Information; or (iii) independently developed by the receiving Party after the Operative Time without reference to any Confidential Information. As used herein, by example and without limitation, Confidential Information shall mean any information of a Party intended or marked as confidential, proprietary and/or privileged.

(22) “Consents” shall mean 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.

(23) “Continuing Arrangements” shall mean:

(i) those arrangements set forth on Schedule 1.1(23)(i);

(ii) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement to be entered into or continued by any of the Parties or any of the members of their respective Groups); and

(iii) any Contracts or intercompany accounts solely between or among members of the Nextracker Group.

(24) “Contract” shall mean 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).

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(25) “Contribution” shall mean the Transfer, directly or indirectly, of Assets from Flex or its Subsidiaries to Nextracker OpCo or its Subsidiaries and the Assumption of Liabilities, directly or indirectly, by Nextracker OpCo or its Subsidiaries pursuant to the Internal Reorganization or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement.

(26) “Conveyancing and Assumption Instruments” shall mean, collectively, the various Contracts, including the related local asset transfer agreements and local stock transfer agreements, and other documents entered into prior to the Operative Time and to be entered into to effect the Transfer of Assets and the Assumption of Liabilities in the manner contemplated by this Agreement, or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement, in such form or forms as the applicable Parties thereto agree.

(27) “Coverage End Date” shall have the meaning set forth in Section 9.1(a).

(28) “Covered Claims” shall have the meaning set forth in Section 9.1(b).

(29) “Credit Support Instruments” shall mean any letters of credit, performance bonds, surety bonds (including, with respect to the surety bonds, letters of credit and performance bonds set forth on Schedule 1.1(29), the allocable portion of the surety bonds, letters of credit and performance bonds as set forth on Schedule 1.1(29)), bankers acceptances, or other similar arrangements.

(30) “Data Controller” shall have the meaning of the term “controller” set forth in applicable Data Protection Laws.

(31) “Data Protection Laws” shall mean any and all Laws concerning the privacy, protection and security of personal information Laws throughout the world, including the GDPR and any national law supplementing the GDPR (such as, in the United Kingdom, the Data Protection Act 2018), the California Consumer Privacy Act and any regulations, or regulatory requirements, guidance and codes of practice applicable to the Processing of Personal Data (as amended and/or replaced from time to time).

(32) “Disposition Date” shall mean the date upon which the Flex Group ceases to Beneficially Own, in the aggregate, a majority of the total voting power of the then outstanding shares of Nextracker PubCo Voting Stock with respect to the election of directors of the Nextracker PubCo Board.

(33) “Dispute Notice” shall have the meaning set forth in Section 8.1.

(34) “Disputes” shall have the meaning set forth in Section 8.1.

(35) “Distribution” shall have the meaning set forth in the Recitals.

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(36) “Employee Matters Agreement” shall mean the Employee Matters Agreement by and among Flex, Nextracker PubCo and Nextracker OpCo in the form attached hereto as Exhibit A.

(37) “Environmental Laws” shall mean all Laws relating to pollution or protection of human health or safety (with regard to exposure to Hazardous Substances) or the environment, including Laws relating to the exposure to, or Release, threatened Release or the presence of Hazardous Substances (including the federal Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601 et seq. and similar state law), or otherwise relating to the manufacture, processing, distribution, use, labeling, treatment, storage, transport, disposal or handling of Hazardous Substances or products containing Hazardous Substances, all Laws with regard to the Hazardous Substance content of products, all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

(38) “Environmental Liabilities” shall mean Liabilities relating to Environmental Law or the Release or threatened Release of or exposure to Hazardous Substances, including the following: (i) actual or alleged violations of or non-compliance with any Environmental Law, including a failure to obtain, maintain or comply with any Environmental Permits; (ii) obligations arising under or pursuant to any applicable Environmental Law or Environmental Permit; (iii) the presence of Hazardous Substances or the introduction of Hazardous Substances to the environment at, in, on, under or migrating from any of the building, facility, structure or real property, including Liabilities relating to, resulting from or arising out of the investigation, remediation, or monitoring of such Hazardous Substances; (iv) natural resource damages, property damages, personal or bodily injury or wrongful death relating to the presence of or exposure to Hazardous Substances (including asbestos-containing materials), at, in, on, under or migrating to or from any building, facility, structure or real property; (v) the transport, disposal, recycling, reclamation, treatment or storage, Release or threatened Release of Hazardous Substances at Off-Site Locations; and (vi) any agreement, decree, judgment, or order relating to the foregoing. The term “Environmental Liabilities” does not include Liabilities arising in connection with claims for injuries to persons or property from products sold by or services provided by the Group or their predecessors, including claims related to exposure to asbestos with respect to such products or services.

(39) “Environmental Permit” shall mean any permit, license, approval or other authorization under any applicable Law or of any Governmental Entity relating to Environmental Laws or Hazardous Substances.

(40) “Exchange Act” shall mean the United States Securities Exchange Act of 1934.

(41) “Exchange Agreement” shall mean the Exchange Agreement to be entered into among Nextracker PubCo, Nextracker LLC, TPG (or an Affiliate thereof), Newco and Newco Sub in connection with the IPO, if effected, as amended from time to time.

(42) “Excluded Environmental Liabilities” shall mean any and all Environmental Liabilities whether arising before, at or after the Operative Time, to the extent relating to, resulting from, or arising out of the past, present or future operation, conduct or actions of Flex Retained Business.

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(43) “Financial Delivery Practices” shall have the meaning set forth in Section 7.1(c).

(44) “Financial Statements” shall mean the Annual Financial Statements and Quarterly Financial Statements, collectively.

(45) “FIUI” shall have the meaning set forth in the Preamble.

(46) “Flex” shall have the meaning set forth in the Preamble.

(47) “Flex Annual Statements” shall have the meaning set forth in Section 7.1(e).

(48) “Flex Asset Transferee” shall mean any Business Entity that is or will be a member of the Flex Group or a Subsidiary of Flex to which Flex Retained Assets shall be or have been transferred at or prior to the Operative Time, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Operative Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(49) “Flex Auditors” shall have the meaning set forth in Section 7.2(b).

(50) “Flex Board” shall have the meaning set forth in the Recitals.

(51) “Flex CSIs” shall have the meaning set forth in Section 2.10(d).

(52) “Flex D&O Indemnitees” shall have the meaning set forth in Section 9.3.

(53) “Flex Designee” shall have the meaning set forth in Section 7.3(a).

(54) “Flex Group” shall mean (i) Flex and each Person that is a direct or indirect Subsidiary of Flex as of immediately following the Operative Time; and (ii) each Business Entity that becomes a Subsidiary of Flex after the Operative Time.

(55) “Flex Indemnitees” shall mean each member of the Flex Group and each of their respective Affiliates from and after the Operative Time and each member of the Flex Group’s and such Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Flex Group or their respective Affiliates) and each of the heirs, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Nextracker Indemnitees.

(56) “Flex Indemnitors” shall have the meaning set forth in Section 9.3.

(57) “Flex Ordinary Shares” shall have the meaning set forth in the Recitals.

(58) “Flex Personal Data” shall mean Personal Data of the Flex Group that is used in or by, or otherwise related to, any Flex Retained Business.

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(59) “Flex Public Filings” shall have the meaning set forth in Section 7.1(l).

(60) “Flex Released Liabilities” shall have the meaning set forth in Section 5.1(a)(i).

(61) “Flex Retained Assets” shall mean:

(i) the Assets listed or described on Schedule 1.1(61) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by any member of the Flex Group, including for the avoidance of doubt all Flex Retained IP and Flex Personal Data;

(ii) any and all Assets that are owned, leased or licensed, at or prior to the Operative Time, by Flex and/or any of its Subsidiaries, that are not Nextracker Assets; and

(iii) any and all Assets that are acquired or otherwise becomes an Asset of the Flex Group after the Operative Time.

(62) “Flex Retained Business” shall mean (i) those businesses operated by the Flex Group prior to the Operative Time other than the Nextracker Business; and (ii) those Business Entities or businesses acquired or established by or for any member of the Flex Group after the Operative Time; provided that the Flex Retained Business shall not include any Nextracker Former Real Property.

(63) “Flex Retained IP” shall mean all Intellectual Property of the Flex Group or the Nextracker Group (including, for the avoidance of doubt, the Flex Retained Names) other than Nextracker Intellectual Property.

(64) “Flex Retained Liabilities” shall mean:

(i) any and all Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement as Liabilities to be retained or assumed by any member of the Flex Group, and all agreements, obligations and other Liabilities of Flex or any member of the Flex Group under this Agreement or any of the Ancillary Agreements;

(ii) any and all Liabilities of a member of the Flex Group to the extent relating to, arising out of or resulting from any Flex Retained Assets (other than Liabilities arising under any Shared Contracts to the extent such Liabilities relate to the Nextracker Business);

(iii) the Liabilities listed on Schedule 1.1(64); and

(iv) any and all Liabilities of Flex and each of its Subsidiaries that are not Nextracker Liabilities.

(65) “Flex Retained Names” shall mean the names and marks set forth in Schedule 1.1(65), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

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(66) “Flex Transferee” shall have the meaning set forth in Section 7.10.

(67) “GAAP” shall mean accounting principles generally accepted in the United States of America, applied on a basis consistent within the Financial Statements.

(68) “GDPR” shall mean the General Data Protection Regulation (EU) 2016/679.

(69) “Government Official” shall mean (i) any elected or appointed governmental official; (ii) any employee or person acting for or on behalf of a governmental official, agency or enterprise performing a governmental function; (iii) any candidate for public office, political party officer, employee or person acting for or on behalf of a political party or candidate for public office; or (iv) any person otherwise categorized as a Government Official under local Law. As used in this definition, “Government” is meant to include all levels and subdivisions of U.S. and non-U.S. governments (i.e., local, regional or national and administrative, legislative or executive).

(70) “Governmental Approvals” shall mean any notices or reports to be submitted to, or other registrations or filings to be made with, or any consents, approvals, licenses, permits or authorizations to be obtained from, any Governmental Entity.

(71) “Governmental Entity” shall mean 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.

(72) “Group” shall mean (i) with respect to Flex, the Flex Group; and (ii) with respect to Nextracker PubCo and Nextracker OpCo, the Nextracker Group.

(73) “Hazardous Substances” shall mean (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants,” “wastes,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, (b) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law or (c) per- and polyfluoroalkyl substances or mold that would reasonably be expected to have a material adverse impact on human health or property.

(74) “Indebtedness” shall mean, with respect to any Person, (i) the principal amount, prepayment and redemption premiums and penalties (if any), unpaid fees and other monetary obligations in respect of any indebtedness for borrowed money, whether short term or long term, and all obligations evidenced by bonds, debentures, notes, other debt securities or similar instruments; (ii) any indebtedness arising under any capital leases (excluding, for the avoidance of doubt, any real estate leases), whether short term or long term; (iii) all liabilities secured by any Security Interest on any assets of such Person; (iv) all liabilities under any interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements; (v) all liabilities under any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement or other similar agreement designed to protect such Person against fluctuations in interest rates; (vi) all interest bearing indebtedness

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for the deferred purchase price of property or services; (vii) all liabilities under any Credit Support Instruments; (viii) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clauses (i) through (vii); and (ix) without duplication, all guarantees of indebtedness referred to in the foregoing clauses (i) through (viii).

(75) “Indemnifiable Loss” and “Indemnifiable Losses” shall mean any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(76) “Indemnifying Party” shall have the meaning set forth in Section 5.5(a).

(77) “Indemnitee” shall have the meaning set forth in Section 5.5(a).

(78) “Indemnity Payment” shall have the meaning set forth in Section 5.8(a).

(79) “Information” shall mean information, content and data (excluding Nextracker Personal Data and Flex Personal Data) in written, oral, electronic, computerized, digital or other tangible or intangible media, including (i) books and records, whether accounting, legal, Tax or otherwise, ledgers, studies, reports, surveys, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, marketing plans, customer names and information (including prospects), technical information relating to the design, operation, testing, test results, development, and manufacture of any Party’s or its Group’s products or facilities (including product or facility specifications and documentation; engineering, design and manufacturing drawings, diagrams, layouts, maps and illustrations; formulations and material specifications; laboratory studies and benchmark tests; quality assurance policies procedures and specifications; evaluation and/validation studies; process control and/or shop-floor control strategy, logic or algorithms; assembly code, software, firmware, programming data, databases, and all information referred to in the same); product costs, margins and pricing; as well as product marketing studies and strategies; all other methodologies, procedures, techniques and Know-How related to research, engineering, development and manufacturing; communications, correspondence, materials, product literature, artwork, files, documents; and (ii) financial and business information, including earnings reports and forecasts, macro-economic reports and forecasts, all cost information (including supplier records and lists), sales and pricing data, business plans, market evaluations, surveys, credit-related information, and other such information as may be needed for reasonable compliance with reporting, disclosure, filing or other requirements, including under applicable securities laws or regulations of securities exchanges.

(80) “Insurance Proceeds” shall mean those monies (i) received by an insured from an insurance carrier (excluding any captive insurance maintained by Flex or its Subsidiaries); or (ii) paid by an insurance carrier (excluding any captive insurance maintained by Flex or its Subsidiaries) on behalf of an insured, in either case net of any applicable deductible or retention.

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(81) “Intellectual Property” shall mean all U.S. and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, names, corporate names, trade names, Internet domain names, social media accounts and addresses and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”); (ii) patents and patent applications, and any and all related national or international counterparts thereto, including any divisionals, continuations, continuations-in-part, reissues, reexaminations, substitutions and extensions thereof (collectively, “Patents”); (iii) copyrights and copyrightable subject matter, excluding Know-How (collectively, “Copyrights”); (iv) trade secrets, and all other confidential or proprietary information, know-how, inventions, processes, formulae, models, and methodologies, excluding Patents (collectively, “Know-How”); (v) all applications and registrations for any of the foregoing; and (vi) all rights and remedies against past, present, and future infringement, misappropriation, or other violation of any of the foregoing.

(82) “Internal Reorganization” shall mean the allocation and transfer or assignment of Assets and Liabilities (including entities holding Assets and/or Liabilities), including by means of the Conveyancing and Assumption Instruments, resulting in (i) the Nextracker Group owning and operating the Nextracker Business; and (ii) the Flex Group continuing to own and operate the Flex Retained Business.

(83) “IPO” shall have the meaning set forth in the Recitals.

(84) “IPO Disclosure Documents” shall mean the IPO Registration Statement and all exhibits thereto, any prospectuses, any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under the applicable employee benefit plans of Nextracker PubCo, in each case as filed or furnished by Nextracker PubCo with or to the Commission in connection with the IPO or filed or furnished by Flex with or to the Commission solely to the extent such documents relate to Nextracker PubCo, the Nextracker Group or the IPO.

(85) “IPO Effective Date” shall mean the date of the closing of the IPO.

(86) “IPO Registration Statement” shall mean the registration statement on Form S-l or equivalent form filed under the Securities Act, pursuant to which the Nextracker Class A Common Stock to be issued in the IPO, if effected, will be registered, together with all amendments thereto (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act).

(87) “IT Assets” shall mean all software, computer systems, telecommunications equipment, databases, Internet Protocol addresses, data rights and documentation, reference, resource and training materials relating thereto, and all Contracts (including Contract rights) relating to any of the foregoing (including software license agreements, source code escrow agreements, support and maintenance agreements, electronic database access contracts, domain name registration agreements, website hosting agreements, software or website development agreements, outsourcing agreements, service provider agreements, interconnection agreements, governmental permits, radio licenses and telecommunications agreements).

(88) “Law” shall mean 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.

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(89) “Liabilities” shall mean any and all Indebtedness, liabilities, costs, expenses, Taxes, interest and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law (including Environmental Law), Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity and those arising under any Contract or any fines, damages or equitable relief which may be imposed and including all costs and expenses related thereto.

(90) “Liable Party” shall have the meaning set forth in Section 2.9(b).

(91) “LLCA” shall mean the Amended and Restated Limited Liability Company Agreement of Nextracker OpCo as amended from time to time.

(92) “Manufacturing Services Agreement” shall mean that certain Flextronics Manufacturing Services Agreement, dated February 18, 2015, by and between NEXTracker Inc. and Flextronics Industrial Ltd.

(93) “Merger” shall have the meaning set forth in Section 3.8.

(94) “Mutual Release” shall have the meaning set forth in Section 5.2.

(95) “Negotiation Period” shall have the meaning set forth in Section 8.1.

(96) “Newco” shall have the meaning set forth in the Recitals.

(97) “Newco Common Stock” shall have the meaning set forth in the Recitals.

(98) “Nextracker Asset Transferee” shall mean any Business Entity that is or will be a member of the Nextracker Group or a Subsidiary of Nextracker OpCo to which Nextracker Assets shall be or have been transferred at or prior to the Operative Time in connection with the Internal Reorganization, or which is contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Operative Time, by an Asset Transferor in order to consummate the transactions contemplated hereby.

(99) “Nextracker Assets” shall mean, without duplication:

(i) all interests in the capital stock of, or any other equity interests in, the members of the Nextracker Group (other than Nextracker PubCo and Nextracker OpCo) held, directly or indirectly, by Flex immediately prior to the Operative Time;

(ii) the equity interests in the entities set forth on Schedule 1.1(99)(ii) held, directly or indirectly, by Flex immediately prior to the Operative Time;

(iii) any and all Assets (other than Cash Equivalents, which shall be governed solely by Section 2.13, and Assets listed on Schedule 1.1(99)(iii)) reflected on the Nextracker OpCo Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Nextracker OpCo or any member of the Nextracker Group subsequent to the date of the Nextracker OpCo Balance Sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on the Nextracker OpCo Balance Sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of the Nextracker OpCo Balance Sheet;

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(iv) all Contracts primarily related to the Nextracker Business and any rights or claims arising thereunder, including any Contracts set forth on Schedule 1.1(99)(iv) (the “Nextracker Contracts”);

(v) (a) Intellectual Property primarily related to, or primarily used in, the Nextracker Business, including the Intellectual Property applications and registrations set forth on Schedule 1.1(99)(v) and (b) excluding Intellectual Property primarily related to the Flex Retained Business, all Intellectual Property created by any of the Nextracker Group Employees (as that term is defined in the Employee Matters Agreement) (the “Nextracker Intellectual Property”);

(vi) all licenses, permits, registrations, approvals and authorizations which have been issued by any Governmental Entity and are held by a member of the Nextracker Group, or to the extent transferable, relate primarily to or, are used primarily in the Nextracker Business (other than to the extent that any member of the Flex Group benefits from such licenses, permits, registrations, approvals and authorizations in connection with the Flex Retained Business);

(vii) all Information primarily related to, or primarily used in, the Nextracker Business and all Nextracker Personal Data;

(viii) excluding any Intellectual Property (which is addressed in Section 1.1(99)(v) above), the IT Assets that are primarily used or primarily held for use in the Nextracker Business;

(ix) all office equipment and furnishings located at the physical site of which the ownership or a leasehold or sub leasehold interest is being transferred to or retained by a member of the Nextracker Group, and which as of the Operative Time is not subject to a lease or sublease back to a member of the Flex Group (excluding any such office equipment and furnishings owned by a third party);

(x) subject to Article IX, any rights of any member of the Nextracker Group under any insurance policies held by one or more members of the Nextracker Group and which provide coverage solely to one or more members of the Nextracker Group (excluding any insurance policies issued by any captive insurance company of the Flex Group); and

(xi) all other Assets (other than any Assets relating to Intellectual Property or Assets that are of the type that would be listed in clauses (v) through (x)) that are held by the Nextracker Group or the Flex Group immediately prior to the Operative Time and that are primarily used or primarily held for use in the Nextracker Business (the intention of this clause (xi) is only to rectify an inadvertent omission of transfer or assignment of any Asset that, had the Parties given specific consideration to such Asset as of the Operative Date, would have otherwise been classified as a Nextracker Asset based on the principles of this Section 1.1(99)); provided that no Asset shall be a Nextracker Asset solely as a result of this clause (xi) unless a written claim with respect thereto is made by Nextracker OpCo on or prior to the date that is 12 months after the Operative Time.

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Notwithstanding anything to the contrary herein, (i) the Nextracker Assets shall not include any Assets that are expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Flex Group (including all Flex Retained Assets) and (ii) to the extent any Nextracker Assets are used by the Flex Group to provide services to the Nextracker Group under the Transition Services Agreement, Nextracker Opco shall, and shall cause each other member of the Nextracker Group to, make such Nextracker Assets available to the member(s) of the Flex Group to the extent necessary for the Flex Group to provide any such service under the Transition Services Agreement.

(100) “Nextracker Auditors” shall have the meaning set forth in Section 7.2(a).

(101) “Nextracker Business” shall mean the businesses comprising the solar tracker business segment of the Flex Group, including the business and operations conducted prior to the Operative Time by any member of the Nextracker Group (including predecessors thereto), including the research, development, manufacturing, commercialization, and provision of products, services, and training related to (a) intelligent solar tracker solutions and distributed generation solar projects, and (b) TrueCapture, NX Navigator, NX Data Hub, NX Horizon, and NX Gemini, and including such businesses as are described in the IPO Registration Statement, or established by or for Nextracker PubCo or any of its Subsidiaries after the Operative Time, except for contract manufacturing services performed by the Flex Group related to the solar tracker business segment (where for clarity, such exception relates solely to the manufacturing of, but not to the research, development, commercialization, or provision of self-powered controllers, network control units, or other parts manufactured by the Flex Group for the solar tracker business segment).

(102) “Nextracker Class A Common Stock” shall have the meaning set forth in the Recitals.

(103) “Nextracker Class B Common Stock” shall mean the Class B common stock of Nextracker PubCo, par value $0.0001 per share.

(104) “Nextracker Common Stock” shall mean the Nextracker Class A Common Stock, the Nextracker Class B Common Stock and any other class of common stock of Nextracker PubCo.

(105) “Nextracker Debt Obligations” shall mean all Indebtedness of any member of the Nextracker Group.

(106) “Nextracker Disclosure” shall mean any form, statement, schedule or other material (other than the IPO Disclosure Documents) filed with or furnished to the Commission, including in connection with Nextracker PubCo’s obligations under the Securities Act and the Exchange Act, any other Governmental Entity, or holders of any securities of any member of the Nextracker Group, in each case, on or after the Operative Date by or on behalf of any member of the Nextracker Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

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(107) “Nextracker Environmental Liabilities” shall mean any and all Environmental Liabilities, whether arising before, at or after the Operative Time, to the extent relating to or resulting from or arising out of (i) the past, present or future operation, conduct or actions of the Nextracker Group, Nextracker Business or the past, present or future use of the Nextracker Assets; or (ii) the Nextracker Former Real Property, including any agreement, decree, judgment, or order relating to the foregoing entered into by Flex or any Affiliate of Flex prior to the Operative Time, but in any event excluding the Excluded Environmental Liabilities.

(108) “Nextracker Financing Arrangements” shall mean the financing arrangements described on Schedule 1.1(108).

(109) “Nextracker Former Real Property” shall mean any real property that at the time of sale, conveyance, assignment, transfer, disposition, divestiture (in whole or in part) or discontinuation, abandonment, completion or termination of the operations, activities or production thereof, was primarily owned, leased or operated in connection with the Nextracker Business prior to the Operative Date.

(110) “Nextracker Group” shall mean Nextracker PubCo or Nextracker OpCo and each Person that is a direct or indirect Subsidiary of Nextracker PubCo or Nextracker OpCo as of the Operative Time (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Nextracker PubCo or Nextracker OpCo after the Operative Time.

(111) “Nextracker Indemnitees” shall mean each member of the Nextracker Group and each of their respective Affiliates from and after the Operative Time and each member of the Nextracker Group’s and such respective Affiliates’ respective current, former and future directors, officers, employees and agents (solely in their respective capacities as current, former and future directors, officers, employees or agents of any member of the Nextracker Group or their respective Affiliates) and each of the heirs, administrators, executors, successors and assigns of any of the foregoing, except, for the avoidance of doubt, the Flex Indemnitees.

(112) “Nextracker Liabilities” shall mean:

(i) any and all Liabilities solely to the extent relating to, arising out of or resulting from (a) the operation or conduct of the Nextracker Business, as conducted at any time prior to, at or after the Operative Time (including any such Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority) of the Nextracker Group and any and all Liability relating to, arising out of or resulting from any unclaimed property owned by the Nextracker Group); or (b) any Nextracker Asset, whether arising before, at or after the Operative Time (including any such Liability relating to, arising out of or resulting from Nextracker Contracts, Shared Contracts (solely to the extent such Liability relates to the Nextracker Business) and any real property and leasehold interests); provided, however, notwithstanding anything to the contrary, and as further described in, and subject to, the Employee Matters Agreement and Transition Services Agreement, the Nextracker Liabilities shall also include any and all Liabilities arising after the Operative Time to the extent relating to, arising out of or resulting from the employment of any employees of any member of the Flex Group who are primarily providing services to any member of the Nextracker Group pending transfer of the employment of such employees to a member of the Nextracker Group after the Operative Time;

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(ii) the Liabilities set forth on Schedule 1.1(112)(ii) and any and all other Liabilities that are expressly provided by this Agreement or any of the Ancillary Agreements as Liabilities to be assumed by any member of the Nextracker Group, in each case solely to the extent related to the Nextracker Business, and all agreements, obligations and Liabilities of any member of the Nextracker Group under this Agreement or any of the Ancillary Agreements;

(iii) any and all Liabilities reflected on the Nextracker OpCo Balance Sheet (other than those in Schedule 1.1(112)(iii)) or, without duplication, the accounting records supporting such balance sheet and any Liabilities incurred by or for any member of the Nextracker Group subsequent to the date of the Nextracker OpCo Balance Sheet which, had they been so incurred on or before such date, would have been reflected on the Nextracker OpCo Balance Sheet if prepared on a consistent basis, subject to any discharge of any of such Liabilities subsequent to the date of the Nextracker OpCo Balance Sheet;

(iv) any and all Liabilities solely to the extent relating to, arising out of, or resulting from, whether prior to, at or after the Operative Time, any infringement, misappropriation or other violation of any Intellectual Property of any other Person related to the conduct of the Nextracker Business;

(v) any and all Nextracker Environmental Liabilities;

(vi) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from (A) the IPO Disclosure Documents, or (B) any Nextracker Disclosure;

(vii) for the avoidance of doubt, and without limiting any other matters that may constitute Nextracker Liabilities, any Liabilities relating to, arising out of or resulting from any Action solely to the extent related to the Nextracker Business, including all Actions listed on Schedule 1.1(112)(vii);

(viii) any product liability claims or other claims of third parties, including any and all product liabilities, whether such product liabilities are known or unknown, contingent or accrued, relating to loss of life or injury to persons due to exposure to asbestos prior to, at or after the Operative Time, solely to the extent relating to, arising out of or resulting from any product developed, designed, manufactured, marketed, distributed, leased or sold by the Nextracker Business;

(ix) all Liabilities solely to the extent relating to, arising out of or resulting from any Indebtedness of any member of the Nextracker Group or any Indebtedness secured exclusively by any of the Nextracker Assets; and

(x) any and all other Liabilities that are held by the Nextracker Group or the Flex Group immediately prior to the Operative Time that were inadvertently omitted or assigned that, had the parties given specific consideration to such Liability as of the Operative Date, would have otherwise been classified as a Nextracker Liability based on the principles set forth in this Section 1.1(112); provided, that no Liability shall be a Nextracker Liability solely as a result of this clause (x) unless a claim with respect thereto is made by Flex on or prior to the date that is 12 months after the Operative Time.

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Notwithstanding the foregoing, the Nextracker Liabilities shall not include any Liabilities that are (A) expressly contemplated by this Agreement or by any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be Assumed by any member of the Flex Group, (B) expressly discharged pursuant to Section 2.4(c) of this Agreement, or (C) Flex Retained Liabilities. For the avoidance of doubt, nothing contained herein shall limit the liability of any Flex Group member that is a party to the Manufacturing Services Agreement to the extent expressly provided for therein.

(113) “Nextracker Names” shall mean the names and marks set forth in Schedule 1.1(113), and any Trademarks containing or comprising any of such names or marks, and any Trademarks derivative thereof or confusingly similar thereto, or any telephone numbers or other alphanumeric addresses or mnemonics containing any of the foregoing names or marks.

(114) “Nextracker OpCo” shall have the meaning set forth in the Recitals.

(115) “Nextracker OpCo Balance Sheet” shall mean Nextracker OpCo’s unaudited pro forma combined balance sheet, including the notes thereto, as of October 1, 2021, attached hereto as Schedule 1.1(115).

(116) “Nextracker OpCo Board” shall have the meaning set forth in the Recitals.

(117) “Nextracker OpCo Common Units” shall have the meaning set forth in the Recitals.

(118) “Nextracker OpCo Preferred Units” shall have the meaning set forth in the Recitals.

(119) “Nextracker Personal Data” shall mean Personal Data of the Nextracker Group that is used in or by, or otherwise related to, any Nextracker Business.

(120) “Nextracker PubCo” shall have the meaning set forth in the Preamble.

(121) “Nextracker PubCo Board” shall mean the Board of Directors of Nextracker PubCo.

(122) “Nextracker PubCo Non-Voting Stock” shall mean any class or series of Nextracker PubCo capital stock, and any warrant, option or right in such stock, other than the Nextracker PubCo Voting Stock.

(123) “Nextracker PubCo Voting Stock” shall mean all classes and series of the capital stock of Nextracker PubCo entitled to vote generally with respect to the election of directors.

(124) “Nextracker Public Documents” shall have the meaning set forth in Section 7.1(h).

(125) “Nextracker Released Liabilities” shall have the meaning set forth in Section 5.1(a)(ii).

(126) “Nextracker Securities” shall mean any Nextracker Group capital stock (or other equity interests) and any rights, warrants or options to acquire Nextracker Group capital stock (or other equity interests) (including securities convertible into or exchangeable for Nextracker Group capital stock or into which such Nextracker Group capital stock (or other equity interests) is converted or exchanged).

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(127) “Off-Site Location” shall mean any third party location that is not now nor has ever been owned, leased or operated by the Flex Group or the Nextracker Group or any of their respective predecessors. “Off-Site Location” does not include any property that is adjacent to or neighboring any property formerly, currently or in the future owned, leased or operated by the Flex Group, the Nextracker Group, or their respective predecessors that has been impacted by Hazardous Substances released from such properties.

(128) “Operative Date” shall mean February 1, 2022 as set forth in the Recitals.

(129) “Operative Time” shall mean 11:59 p.m., New York time, on the Operative Date.

(130) “Other Disposition” shall have the meaning set forth in the Recitals.

(131) “Other Party” shall have the meaning set forth in Section 2.9(a).

(132) “Party” and “Parties” shall have the meanings set forth in the Preamble.

(133) “Permitted Information” shall have the meaning set forth in Section 7.9(a).

(134) “Person” shall mean 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.

(135) “Personal Data” means all data or information that (a) identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person, or (b) is defined as “personal information,” “personal data,” “personally identifiable information,” “nonpublic information,” or any similar term under any applicable shall Data Protection Laws.

(136) “Policies” shall mean insurance policies and insurance contracts of any kind (other than life and benefits policies or contracts), including primary, excess and umbrella policies, commercial general liability policies, fiduciary liability, directors and officers liability, automobile, property and casualty, workers’ compensation and employee dishonesty insurance policies and bonds, together with the rights, benefits and privileges thereunder.

(137) “Prime Rate” shall mean the rate last quoted as of the time of determination by The Wall Street Journal as the “Prime Rate” in the United States or, if the Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate as of such time, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Flex) or any similar release by the Federal Reserve Board (as determined by Flex). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

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(138) “Privilege” shall have the meaning set forth in Section 6.6(a).

(139) “Privileged Information” shall have the meaning set forth in Section 6.6(a).

(140) “Processing” (and its cognates) shall have the meaning set forth in applicable Data Protection Laws.

(141) “Quarterly Financial Statements” shall have the meaning set forth in Section 7.1(d).

(142) “Registration Rights Agreement” shall mean the Registration Rights Agreement by and between Nextracker PubCo and each of the Holders (as such term is defined therein) party thereto.

(143) “Release” shall mean any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the indoor or outdoor environment (including ambient air, surface water, soil vapor, groundwater and surface or subsurface strata) or into or out of any property, including the movement of Hazardous Substances through or in the air, soil, surface water, groundwater or property.

(144) “Released Insurance Matters” shall have the meaning set forth in Section 9.1(d).

(145) “Section 16 Reports” shall have the meaning set forth in Section 7.1(h).

(146) “Securities Act” shall mean the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

(147) “Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-entry, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(148) “Separation” shall have the meaning set forth in the Recitals.

(149) “Separation Plan” shall have the meaning set forth in Section 2.14(b).

(150) “Services” shall have the meaning set forth in the Transition Services Agreement.

(151) “Shared Contract” shall have the meaning set forth in Section 2.3(a).

(152) “Shared Policies” shall mean (i) Policies in existence prior to the Operative Date where both the Flex Retained Business and the Nextracker Business are eligible for coverage or (ii) where the employees, officers, directors or agents of both the Flex Retained Business and Nextracker Business are eligible for coverage.

(153) “Subsidiary” shall mean 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, from and after the Operative Time, solely for purposes of this Agreement, no member of the Nextracker Group shall be deemed a Subsidiary of any member of the Flex Group.

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(154) “Tax” or “Taxes” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Taxing Authority, including, without limitation, 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, (ii) liability for the payment of any amount of the type described in clause (i) 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 (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

(155) “Tax Contest” shall mean any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding concerning any Taxes for which a Party or its Affiliate may be liable.

(156) “Tax Return” shall mean 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.

(157) “Taxing Authority” shall mean any Governmental Entity 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).

(158) “Third-Party Agreements” shall mean any agreements, arrangements, commitments or understandings between or among a Party (or any member of its Group) and any other Persons (other than either Party or any member of its respective Groups) (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts constitute Nextracker Assets or Nextracker Liabilities, or Flex Retained Assets or Flex Retained Liabilities, such Contracts shall be assigned or retained pursuant to Article II).

(159) “Third-Party Claim” shall have the meaning set forth in Section 5.5(b).

(160) “Third-Party Proceeds” shall have the meaning set forth in Section 5.8(a).

(161) “TMA” has the meaning set forth in Exhibit E.

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(162) “Total Number of Directors” shall mean the total number of directors constituting the Nextracker PubCo Board or Nextracker OpCo Board, as applicable.

(163) “TPG” has the meaning set forth in the Recitals.

(164) “TPG Unit Purchase Agreement” shall have the meaning set forth in the Recitals.

(165) “TRA” has the meaning set forth in Exhibit E.

(166) “Transaction-Related Expenses” shall have the meaning set forth in Section 10.5(a).

(167) “Transactions” shall have the meaning set forth in the Recitals.

(168) “Transfer” shall have the meaning set forth in Section 2.2(b)(i); and the term “Transferred” shall have its correlative meaning.

(169) “Transition Services Agreement” shall mean the Transition Services Agreement by and among FIUI, Nextracker PubCo and Nextracker OpCo in the form attached hereto as Exhibit B.

(170) “Underwriters” shall mean the managing underwriters for the IPO.

(171) “Underwriting Agreement” shall mean the underwriting agreement by and among Nextracker PubCo, Nextracker OpCo and the Underwriters as representatives of the several underwriters named therein with respect to the IPO, if effected.

Section 1.2 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, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules 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 member of the Flex Group, references to “Nextracker OpCo” shall also be deemed to refer to the applicable member of the Nextracker Group 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 OpCo shall be deemed to require Flex or Nextracker OpCo, as the case may be, to cause the applicable members of the Flex Group or the Nextracker Group, 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

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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. In the event of any inconsistency or conflict which may arise in the application or interpretation of any of the definitions set forth in Section 1.1, for the purpose of determining what is and is not included in such definitions, any item explicitly included on a Schedule referred to in any such definition shall take priority over any provision of the text thereof.

Section 1.3 Amendment and Restatement. The Parties to this Agreement hereby agree that this Agreement amends and restates in its entirety the Existing Separation Agreement.

ARTICLE II

THE SEPARATION

Section 2.1 General. Subject to the terms and conditions of this Agreement, the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, including the completion of the Internal Reorganization, a portion of which may have already been implemented prior to the Operative Date.

Section 2.2 Restructuring; Transfer of Assets; Assumption of Liabilities.

(a) Internal Reorganization. Prior to the Operative Time, except for transfers contemplated by the Internal Reorganization or this Agreement or the Ancillary Agreements to occur after the Operative Time, the Parties shall complete the Internal Reorganization, including by taking the actions referred to in Section 2.2(b) and Section 2.2(c) below.

(b) Transfer of Assets. At or prior to the Operative Time (it being understood that some of such Transfers may occur following the Operative Time in accordance with Section 2.2(a) and Section 2.6), pursuant to the Conveyancing and Assumption Instruments and in connection with the Contribution:

(i) Nextracker OpCo and Flex shall, and shall cause the applicable Asset Transferors to, transfer, contribute, distribute, assign and/or convey or cause to be transferred, contributed, distributed, assigned and/or conveyed (“Transfer”) to (A) the respective Flex Asset Transferees, all of the applicable Asset Transferors’ right, title and interest in and to the Flex Retained Assets and the applicable Flex Asset Transferee shall accept from Flex or Nextracker OpCo and the applicable members of the Flex Group or the Nextracker Group all of Flex’s, Nextracker OpCo’s and the other members of the Flex Group’s or the Nextracker Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests, that are included in the Flex Retained Assets, and (B) Nextracker OpCo and/or the respective Nextracker Asset Transferees, all of its and the applicable Asset Transferors’ right, title and interest in and to the Nextracker Assets, and the applicable Nextracker Asset Transferees shall accept from Flex and the applicable members of the Flex Group, all the members of the Flex Group’s respective direct or indirect rights, title and interest in and to the applicable Assets, including all of the outstanding shares of capital stock or other ownership interests, that are included in the Nextracker Assets.

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(ii) Any costs and expenses incurred after the Operative Time to effect any Transfer contemplated by this Section 2.2(b) (including any transfer effected pursuant to Section 2.6) shall be paid as set forth in Section 10.5. Other than costs and expenses incurred in accordance with the foregoing sentence or as otherwise provided in an Ancillary Agreement, nothing in this Section 2.2(b) shall require any member of any Group to incur any material obligation or grant any material concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.2(b).

(c) Assumption of Liabilities. Except as otherwise specifically set forth in this Agreement or in any Ancillary Agreement, in connection with the Internal Reorganization and the Contribution or, if applicable, from and after the Operative Time (i) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Flex shall, or shall cause a member of the Flex Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Flex Retained Liabilities; and (ii) pursuant to this Agreement or the applicable Conveyancing and Assumption Instruments, Nextracker OpCo shall, or shall cause a member of the Nextracker Group to, Assume all of the Nextracker Liabilities, in each case, regardless of (A) when or where such Liabilities arose or arise, (B) whether the facts upon which they are based occurred prior to, at or subsequent to the Operative Time, (C) whether accruals for such Liabilities have been transferred to Nextracker OpCo or included on a combined balance sheet of the Nextracker Business or whether any such accruals are sufficient to cover such Liabilities, (D) where or against whom such Liabilities are asserted or determined, (E) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Flex Group or the Nextracker Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates, (F) which entity is named in any Action associated with any Liability, or (G) any benefits, or lack thereof, that have been or may be obtained by the Flex Group or the Nextracker Group in respect of such Liabilities.

(d) Consents. The Parties shall use their commercially reasonable efforts to obtain the Consents required to Transfer any Assets, Contracts, licenses, permits and authorizations issued by any Governmental Entity or parts thereof as contemplated by this Agreement. Notwithstanding anything herein to the contrary, no Contract or other Asset shall be transferred if it would violate applicable Law or, in the case of any Contract, the rights of any third party to such Contract; provided that Section 2.6, to the extent provided therein, shall apply thereto.

(e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or Assumptions referenced in Section 2.2(c) have occurred prior to the Operative Date and, as a result, no additional Transfers or Assumptions by any member of the Flex Group or the Nextracker Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto. Moreover, to the extent that any member of the Flex Group or the Nextracker Group, as applicable, is liable for any Flex Retained Liability or Assumed Liability, respectively, by operation of law immediately following any Transfer in accordance with this Agreement or any Conveyancing and Assumption Instruments, there shall be no need for any other member of the Flex Group or the Nextracker Group, as applicable, to Assume such Liability in connection with the operation of Section 2.2(c) and, accordingly, no other member of such Group shall Assume and such Liability in connection with Section 2.2(c).

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Section 2.3 Treatment of Shared Contracts. Without limiting the generality of the obligations set forth in Section 2.2(a) and Section 2.2(b):

(a) Unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.3 are expressly conveyed to the applicable Party pursuant to an Ancillary Agreement, any Contract that is listed on Schedule 2.3(a) (a “Shared Contract”) shall be assigned in part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, at or after the Operative Time, so that each Party or the members of their respective Groups as of the Operative Time shall be entitled to the rights and benefits, and shall Assume the related portion of any Liabilities, inuring to their respective Businesses; provided, however, that (x) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract (including any Policy) which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled, subject to Section 2.2(d)), and (y) if any Shared Contract cannot be so partially assigned by its terms or otherwise, cannot be amended or has not for any other reason been assigned or amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, (A) at the reasonable request of the Party (or the member of such Party’s Group) to which the benefit of such Shared Contract inures in part, the Party for which such Shared Contract is, as applicable, a Flex Retained Asset or Nextracker Asset shall, and shall cause each of its respective Subsidiaries to, for a period ending not later than six months after the Operative Date (unless the term of a Shared Contract (excluding any extensions thereof) ends at a later date, in which case for a period ending on such date), take such other reasonable and permissible actions to cause such member of the Nextracker Group or the Flex Group, as the case may be, to receive the benefit of that portion of each Shared Contract that relates to the Nextracker Business or the Flex Retained Business, as the case may be (in each case, to the extent so related) as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.3 and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement) as if such Liabilities had been Assumed by a member of the applicable Group pursuant to this Section 2.3; provided that the Party for which such Shared Contract is a Flex Retained Asset or a Nextracker Asset, as applicable, shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be, and (B) the Party to which the benefit of such Shared Contract inures in part shall use commercially reasonable efforts to enter into a separate contract pursuant to which it procures such rights and obligations as are necessary such that it no longer needs to avail itself of the arrangements provided pursuant to this Section 2.3(a); provided that, the Party for which such Shared Contract is, as applicable, a Flex Retained Asset or Nextracker Asset, and such Party’s applicable Subsidiaries shall not be liable for any actions or omissions taken in accordance with clause (y) of this Section 2.3(a).

(b) Unless otherwise determined by Flex in its sole discretion, each of Flex and Nextracker OpCo shall, and shall cause the members of its Group to, (A) treat for all Tax purposes the portion of each Shared Contract inuring to its respective Businesses as Assets owned by, and/or Liabilities of, as applicable, such Party as of the Operative Time, and (B) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or good faith resolution of a Tax Contest).

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Section 2.4 Intercompany Accounts, Loans and Agreements.

(a) Except as set forth in Section 5.1(b), all intercompany receivables and payables (other than (x) intercompany loans (which shall be governed by Section 2.4(c)), (y) receivables or payables otherwise specifically provided for on Schedule 2.4(a), and (z) payables created or required by this Agreement, any Ancillary Agreement or any Continuing Arrangements) and intercompany balances, including in respect of any cash balances, any cash balances representing deposited checks or drafts or any cash held in any centralized cash management system between any member of the Flex Group, on the one hand, and any member of the Nextracker Group, on the other hand, which exist and are reflected in the accounting records of the relevant Parties immediately prior to the Operative Time, shall continue to be outstanding after the Operative Time and thereafter (i) shall be an obligation of the relevant Party (or the relevant member of such Party’s Group), each responsible for fulfilling its (or a member of such Party’s Group’s) obligations in accordance with the terms and conditions applicable to such obligation or if such terms and conditions are not set forth in writing, such obligation shall be satisfied within 30 days of a written request by the beneficiary of such obligation given to the corresponding obligor thereunder; and (ii) shall be for each relevant Party (or the relevant member of such Party’s Group) an obligation to a third party and shall no longer be an intercompany account.

(b) As between the Parties (and the members of their respective Group) all payments and reimbursements received after the Operative Time by one Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay or shall cause the applicable member of its Group to pay over to the Party entitled thereto the amount of such payment or reimbursement without right of set-off.

(c) Except as set forth on Schedule 2.4(c), each of Flex or any member of the Flex Group, on the one hand, and Nextracker OpCo or any member of the Nextracker Group, on the other hand, will settle with the other Party, as the case may be, all intercompany loans, including any promissory notes, owned or owed by the other Party on or prior to the Operative Date, except as otherwise agreed to in good faith by the Parties in writing on or after the Operative Date, it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.10.

Section 2.5 [Reserved]

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Section 2.6 Transfers Not Effected at or Prior to the Operative Time; Transfers Deemed Effective as of the Operative Time.

(a) To the extent that any Transfers or Assumptions contemplated by this Article II shall not have been consummated at or prior to the Operative Time, the Parties shall, except as set forth in Schedule 2.6, use commercially reasonable efforts to effect such Transfers or Assumptions as promptly following the Operative Time as shall be practicable, including, for the avoidance of doubt, the Transfer of any Assets to (and Assumption of any related Liabilities by) a newly-formed Subsidiary of the Nextracker Group organized under the Laws of the People’s Republic of China promptly after its formation from Flextronics (Shanghai) China Co. Ltd (as an Asset Transferor) and the Transfer of any Assets and employees to (and Assumption of any related Liabilities by) a newly-formed Subsidiary of the Nextracker Group (Nextracker Brasil Ltda.) organized under the Laws of Brazil promptly after its formation from Flextronics International Tecnologia, Ltda. (as an Asset Transferor). Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the Assumption of any Liabilities which by their terms or operation of Law cannot be Transferred; provided, however, that the Parties and their respective Subsidiaries shall cooperate and use commercially reasonable efforts to seek to obtain, in accordance with applicable Law, any necessary Consents or Governmental Approvals for the Transfer of all Assets and Assumption of all Liabilities contemplated to be Transferred and Assumed pursuant to this Article II to the fullest extent permitted by applicable Law. In the event that any such Transfer of Assets or Assumption of Liabilities has not been consummated, from and after the Operative Time, except as set forth in Schedule 2.6, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset in trust for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto); and (ii) the Party intended to Assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. To the extent the foregoing applies to any Contracts (other than Shared Contracts, which shall be governed solely by Section 2.3) to be assigned for which any necessary Consents or Governmental Approvals are not received prior to the Operative Time, the treatment of such Contracts shall, for the avoidance of doubt, be subject to Section 2.8 and Section 2.9, to the extent applicable. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Asset is to be Transferred or by the Party Assuming such Liability in order to place such Party, insofar as reasonably possible and to the extent permitted by applicable Law, in the same position as if such Asset or Liability had been Transferred or Assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Operative Time to the relevant member or members of the Flex Group or the Nextracker Group entitled to the receipt of such Asset or required to Assume such Liability. In furtherance of the foregoing, the Parties agree that, as of the Operative Time, except as set forth in Schedule 2.6 and subject to Section 2.2(c) and Section 2.9(b), each Party shall be deemed to have acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have Assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to Assume pursuant to the terms of this Agreement.

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(b) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of Transfer of any Asset or deferral of the Assumption of any Liability pursuant to Section 2.6(a), are obtained or satisfied, the Transfer, assignment, Assumption or novation of the applicable Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2) and/or the applicable Ancillary Agreement, and shall, to the extent possible without the imposition of any undue cost on any Party, be deemed to have become effective as of the Operative Time.

(c) The Party (or relevant member of its Group) retaining any Asset or Liability due to the deferral of the Transfer of such Asset or the deferral of the Assumption of such Liability pursuant to Section 2.6(a) or otherwise, except as set forth in Section 2.6, shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, assumed, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability, other than reasonable attorneys’ fees and recording or similar or other incidental fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset or the Person intended to be subject to such Liability; and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

(d) With respect to Assets and Liabilities described in Section 2.6(a), each of Flex and Nextracker OpCo shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes (A) the deferred Assets as assets having been Transferred to and owned by the Party entitled to such Assets not later than the Operative Time, and (B) the deferred Liabilities as liabilities having been Assumed and owned by the Person intended to be subject to such Liabilities not later than the Operative Time; and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Law or good faith resolution of a Tax Contest).

Section 2.7 Conveyancing and Assumption Instruments. In connection with, and in furtherance of, the Transfers of Assets and the Assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, on or after the Operative Date by the appropriate entities to the extent not executed prior to the Operative Date, any Conveyancing and Assumption Instruments necessary to evidence the valid Transfer to the applicable Party or member of such Party’s Group of all right, title and interest in and to its accepted Assets and the valid and effective Assumption by the applicable Party of its Assumed Liabilities for Transfers and Assumptions to be effected pursuant to Delaware Law or the Laws of one of the other states of the United States or, if not appropriate for a given Transfer or Assumption, and for Transfers or Assumptions to be effected pursuant to non-U.S. Laws, in such form as the Parties shall reasonably agree, including the Transfer of real property by mutually acceptable conveyance deeds as may be appropriate and in form and substance as may be required by the jurisdiction in which the real property is located. The Transfer of capital stock shall be effected by means of executed stock powers and notation on the stock record books of the corporation or other legal entities involved, or by such other means as may be required in any non-U.S. jurisdiction to Transfer title to stock and, only to the extent required by applicable Law, by notation on public registries.

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Section 2.8 Further Assurances; Ancillary Agreements.

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, including Section 2.6, each of the Parties shall cooperate with each other and use (and shall cause its respective Subsidiaries and Affiliates to use) commercially reasonable efforts, at and after the Operative Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, at and after the Operative Time, each Party shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party (except as provided in Section 2.2(b)(ii) and Section 2.6(c)) from and after the Operative Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of Transfer or title, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, any permit, license, Contract, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and Assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party shall, at the reasonable request, cost and expense of any other Party (except as provided in Section 2.2(b)(ii) and Section 2.6(c)), take such other actions as may be reasonably necessary to vest in such other Party such title and such rights as possessed by the transferring Party to the Assets allocated to such other Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest.

(c) Without limiting the foregoing, in the event that any Party (or member of such Party’s Group) receives any Assets (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) or is liable for any Liability that is otherwise allocated to any Person that is a member of the other Group pursuant to this Agreement or the Ancillary Agreements, such Party agrees to promptly Transfer, or cause to be Transferred such Asset or Liability to the other Party so entitled thereto (or member of such other Party’s Group as designated by such other Party) at such other Party’s expense. Prior to any such Transfer, such Asset or Liability, as the case may be, shall be held in accordance with the provisions of Section 2.6.

(d) At or prior to the Operative Time, each of Flex and Nextracker OpCo shall enter into, and/or (where applicable) shall cause a member or members of their respective Group to enter into, the Ancillary Agreements and any other Contracts reasonably necessary or appropriate in connection with the transactions contemplated hereby and thereby.

(e) On or prior to the Operative Date, Flex and Nextracker OpCo in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by any member of the Flex Group or the Nextracker Group, as the case may be, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

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Section 2.9 Novation of Liabilities; Indemnification.

(a) Each Party, at the request of any member of the other Party’s Group (such other Party, the “Other Party”), shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.3) and Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10), but solely to the extent that the Parties are jointly or each severally liable with regard to any such Contracts or Liabilities and such Contracts or Liabilities have been, in whole, but not in part, allocated to the first Party, or, if permitted by applicable Law, to obtain in writing the unconditional release of the applicable Other Party so that, in any such case, the members of the applicable Group shall be solely responsible for such Contracts or Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, Governmental Approval, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party). In addition, with respect to any Action where any Party hereto is a defendant, when and if requested by such Party, the Other Party at its own cost will use commercially reasonable efforts to remove the requesting Party as a defendant to the extent that such Action relates solely to Assets or Liabilities that the Other Party (or any member of such requesting Party’s Group) has been allocated pursuant to this Article II, and the Other Party will cooperate and assist in any required communication with any plaintiff or other related third party.

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendment referenced in Section 2.9(a), the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Operative Time. For the avoidance of doubt, in furtherance of the foregoing, the Liable Party or a member of such Liable Party’s Group, as agent or subcontractor of the Other Party or a member of such Other Party’s Group, to the extent reasonably necessary to pay, perform and discharge fully any Liabilities, or retain the benefits (including pursuant to Section 2.6) associated with such Contract or license, is hereby granted the right to, among other things, (i) prepare, execute and submit invoices under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); (ii) send correspondence relating to matters under such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); (iii) file Actions in the name of the Other Party (or the applicable member of such Other Party’s Group) in connection with such Contract or license; and (iv) otherwise exercise all rights in respect of such Contract or license in the name of the Other Party (or the applicable member of such Other Party’s Group); provided that (y) such actions shall be taken in the name of the Other Party (or the applicable member of such Other Party’s Group) only to the extent reasonably necessary or advisable in connection with the foregoing and (z) to the extent that there shall be a conflict between the provisions of this Section 2.9(b) and the provisions of any more specific arrangement between a member of such Liable Party’s Group and a member of such Other Party’s Group, such more specific arrangement

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shall control. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify the Other Party with respect to any matter to the extent that such Liabilities arise from such Other Party’s willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence in connection therewith, in which case such Other Party shall be responsible for such Liabilities; it being understood that any exercise of rights under this Agreement by such Other Party shall not be deemed to be willful breach, knowing violation of Law, fraud, misrepresentation or gross negligence. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall, to the fullest extent permitted by applicable Law, promptly Transfer or cause the Transfer of all rights, obligations and other Liabilities thereunder of such Other Party or any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities to the fullest extent permitted by applicable Law. Each of the applicable Parties shall, and shall cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.9.

Section 2.10 Guarantees; Credit Support Instruments.

(a) Except as otherwise specified in any Ancillary Agreement or in respect of those guarantees set forth on Schedule 2.10(a)(i), at or prior to the Operative Time or as soon as practicable thereafter, (i) Flex shall (with the reasonable cooperation of the applicable member of the Nextracker Group) use its commercially reasonable efforts to have each member of the Nextracker Group removed as guarantor of or obligor for any Flex Retained Liability to the fullest extent permitted by applicable Law, and (ii) Nextracker OpCo shall (with the reasonable cooperation of the applicable member of the Flex Group) use commercially reasonable efforts to have each member of the Flex Group removed as guarantor of or obligor for any Nextracker Liability, to the fullest extent permitted by applicable Law, to the extent that they relate to Nextracker Liabilities.

(b) At or prior to the Operative Time, to the extent required to obtain a release from a guaranty pursuant to Section 2.10(a):

(i) of any member of the Flex Group, Nextracker OpCo (or the appropriate member of the Nextracker Group) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Nextracker OpCo (or the appropriate member of the Nextracker Group) or would be reasonably unable to comply, or (B) which would be reasonably expected to be breached; and

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(ii) of any member of the Nextracker Group, Flex (or the appropriate member of the Flex Group) shall execute a guaranty agreement substantially in the form of the existing guaranty or such other form as is agreed to by the relevant parties to such guaranty agreement, except to the extent that such existing guaranty contains representations, covenants or other terms or provisions either (A) with which Flex (or the appropriate member of the Flex Group) would be reasonably unable to comply, or (B) which would be reasonably expected to be breached.

(c) If Flex or Nextracker OpCo is unable to obtain, or to cause to be obtained, any such required removal as set forth in clauses (a) and (b) of this Section 2.10, (i) Flex, to the extent a member of the Flex Group has assumed the underlying Liability with respect to such guaranty, or Nextracker OpCo, to the extent a member of the Nextracker Group has assumed the underlying Liability with respect to such guaranty, as the case may be, shall indemnify and hold harmless the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article V) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder; (ii) Nextracker OpCo shall reimburse the applicable member of the Flex Group for all out-of-pocket expenses incurred by it arising out of or related to any such guaranty; and (iii) each of Flex and Nextracker OpCo, on behalf of themselves and the members of their respective Groups, agree not to renew or extend the term of, increase its limits under, or Transfer to a third party, any loan, guaranty, lease, contract or other obligation for which another Party or member of such Party’s Group is or may be liable without the prior written consent of such other Party, unless all obligations of such other Party and the other members of such Party’s Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such Party.

(d) Flex and Nextracker OpCo shall cooperate and Nextracker OpCo shall use commercially reasonable efforts to replace all Credit Support Instruments issued by Flex or other members of the Flex Group on behalf of or in favor of any member of the Nextracker Group or the Nextracker Business (the “Flex CSIs”) as promptly as practicable with Credit Support Instruments from Nextracker OpCo or a member of the Nextracker Group as of the Operative Time. With respect to any Flex CSIs that remain outstanding after the Operative Time, (i) Nextracker OpCo shall, and shall cause the members of the Nextracker Group to, jointly and severally indemnify and hold harmless the Flex Indemnitees for any Liabilities arising from or relating to such Credit Support Instruments, including any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Flex CSIs in accordance with the terms thereof; (ii) Nextracker OpCo shall reimburse the applicable member of the Flex Group for all out-of-pocket expenses incurred by it arising out of or related to any such Credit Support Instrument; and (iii) without the prior written consent of Flex, Nextracker OpCo shall not, and shall not permit any member of the Nextracker Group to, enter into, renew or extend the term of, increase its limit under, or transfer to a third party, any loan, lease, Contract or other obligation in connection with which Flex or any member of the Flex Group has issued any Credit Support Instruments which remain outstanding. Neither Flex nor any member of the Flex Group will have any obligation to renew any Credit Support Instruments issued on behalf of or in favor of any member of the Nextracker Group or the Nextracker Business after the expiration of any such Credit Support Instrument.

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(e) Notwithstanding anything to the contrary contained herein, from and after such time as the Flex Group no longer Beneficially Owns 50% or more of the outstanding Nextracker Securities and the Nextracker Group is no longer consolidated into the financial statements of the Flex Group under GAAP (the “Deconsolidation Date”), if any guarantee or Credit Support Instrument provided by any member of the Flex Group for the benefit of any member of the Nextracker Group remains outstanding as of the Deconsolidation Date, then the Nextracker Group shall provide the Flex Group, no later than the Deconsolidation Date, adequate collateral in form and substance reasonably satisfactory to Flex (e.g., a letter of credit) and in such amounts, the effect of which is to fully offset any Liability under GAAP of any member of the Flex Group with respect to such guaranty or Credit Support Instrument that remains outstanding as of the Deconsolidation Date.

Section 2.11 Disclaimer of Representations and Warranties.

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, EACH OF FLEX (ON BEHALF OF ITSELF AND EACH MEMBER OF THE FLEX GROUP), NEXTRACKER PUBCO AND NEXTRACKER OPCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE NEXTRACKER GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, ANY ANCILLARY AGREEMENTS OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NONINFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST; AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

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(b) Each of Flex (on behalf of itself and each member of the Flex Group), Nextracker PubCo and Nextracker OpCo (in each case, on behalf of itself and each member of the Nextracker Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.11(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Flex or any member of the Flex Group, on the one hand, and Nextracker PubCo and Nextracker OpCo or any member of the Nextracker Group, on the other hand, are jointly or severally liable for any Flex Liability or any Nextracker Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c) Flex hereby waives compliance by itself and each and every member of the Flex Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Flex Assets to Flex or any member of the Flex Group.

(d) Nextracker OpCo hereby waives compliance by itself and each and every member of the Nextracker Group with the requirements and provisions of any “bulk-sale” or “bulk transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Nextracker Assets to Nextracker OpCo or any member of the Nextracker Group.

Section 2.12 Nextracker Financing Arrangements. Nextracker OpCo (together with any other relevant members of the Nextracker Group as may be contemplated) shall negotiate in good faith the Nextracker Financing Arrangements, on such terms and conditions as shall be determined by the Board of Managers of Nextracker OpCo and subject to the consent rights set forth in the LLCA (including the amount that shall be borrowed and/or committed pursuant to the Nextracker Financing Arrangements and the terms and interest rates for such borrowings). Flex and Nextracker OpCo shall participate in the preparation of all materials and presentations, execute and deliver such documents and agreements and take such other actions as may be reasonably necessary or requested by Flex to secure funding pursuant to the Nextracker Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Nextracker Financing Arrangements. The Parties agree that Nextracker OpCo, and not Flex, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Flex Group or the Nextracker Group associated with the Nextracker Financing Arrangements.

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Section 2.13 Cash Management.

(a) From Operative Date until the Operative Time, subject to the receipt of the approval of the holders of limited liability company interests of Nextracker OpCo to the extent expressly required by the limited liability company agreement of Nextracker OpCo then in effect, Flex and its Subsidiaries shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Nextracker Business and the Nextracker Assets in Flex’s sole discretion. Except as provided in this Section 2.13, all Cash Equivalents held by any member of the Nextracker Group as of the Operative Time shall be a Nextracker Asset and all Cash Equivalents held by any member of the Flex Group as of the Operative Time shall be a Flex Retained Asset. To the extent that following the Operative Time any Cash Equivalents are required to be transferred from any member of the Flex Group to any member of the Nextracker Group or from any member of the Nextracker Group to any member of the Flex Group to make effective the Internal Reorganization or the Contribution pursuant to this Agreement and the Ancillary Agreements (including if required by Law or regulation to effect the foregoing), but excluding for the avoidance of doubt, any payments made by any member of the Flex Group to any member of the Nextracker Group pursuant to Continuing Arrangements, the Party receiving such Cash Equivalents shall promptly transfer an amount in cash equal to such transferred Cash Equivalents back to the transferring Party so as not to override the allocations of Assets, Liabilities and expenses related to the Internal Reorganization and the Contribution contemplated by this Agreement and the Ancillary Agreements.

(b) Any payment made in accordance with this Section 2.13 shall be treated in accordance with the terms of Section 10.21.

Section 2.14 Separation.

(a) Flex will cause the Separation to be effected in a commercially-reasonable, orderly, timely and complete manner in accordance with this Agreement, the Ancillary Agreements and in a manner that is consistent with transactions of similar nature.

(b) The current plan of Separation (the “Separation Plan”) will be implemented in a commercially reasonable manner in order to minimize both cost and disruption to the ongoing business activities of the Nextracker Group and each such member’s business.

(c) Flex shall keep Nextracker reasonably informed about the status of the Separation Plan, including any potential material deviations from the Separation Plan, and shall consult with Nextracker regarding any such material deviations.

(d) Following the Closing, each of Flex and Nextracker OpCo shall, or shall cause their applicable Affiliates to, promptly negotiate, in good faith, and use reasonable best efforts to promptly finalize and, where applicable, execute and deliver such agreements listed on Exhibit E hereto.

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ARTICLE III

THE IPO AND ACTIONS PENDING THE IPO; OTHER TRANSACTIONS

Section 3.1 Formation of Nextracker PubCo; The IPO.

(a) Following the Operative Time, Flex may, determine, subject to the consent rights contained in the LLCA (i) whether to cause Newco to form Nextracker PubCo and (ii) the terms of the certificate of incorporation and bylaws of Nextracker PubCo to be in effect prior to the adoption by Nextracker PubCo of the Charter and Bylaws in accordance with Section 3.3.

(b) Following the Operative Time and subject to the consent rights set forth in the LLCA, Flex may, in its sole and absolute discretion, determine (i) whether to proceed with the IPO and (ii) the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement and the LLCA, Flex may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.

Section 3.2 IPO Cooperation. Subject to the consent rights set forth in the LLCA, upon Flex’s request, Nextracker PubCo and Nextracker OpCo shall cooperate with Flex to accomplish the IPO and shall, at Flex’s direction, promptly take any and all actions necessary or desirable to effect the IPO on terms determined by Flex in its sole discretion. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement, upon Flex’s request (but in all cases, subject to any consent rights set forth in the LLCA):

(a) Nextracker PubCo shall file the IPO Registration Statement, and any amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. Nextracker PubCo and Nextracker OpCo shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Nextracker Class A Common Stock under the Exchange Act, and any registration statements or amendments thereto that are required in connection with the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Nextracker PubCo and Nextracker OpCo shall enter into the Underwriting Agreement, in form and substance satisfactory to Flex and shall comply with its obligations thereunder.

(c) Nextracker PubCo and Nextracker OpCo shall take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.

(d) Nextracker PubCo and Nextracker OpCo shall participate in the preparation of materials and presentations as any of Flex and the Underwriters shall deem necessary or desirable in connection with the IPO.

(e) Nextracker PubCo and Nextracker OpCo shall cooperate in all respects with Flex and the Underwriters in connection with the pricing of the Nextracker Class A Common Stock to be issued in the IPO and the timing of the IPO and shall, at any such Person’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Underwriting Agreement.

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(f) Nextracker PubCo shall prepare, file and make effective an application for listing of the Nextracker Class A Common Stock issued in the IPO on the Nasdaq Global Select Market, and shall comply with the listing standards and requirements related thereto.

Section 3.3 Organizational Documents. Prior to the IPO Effective Date, upon Flex’s request, subject to any applicable consent rights in the LLCA, Nextracker PubCo shall take all actions that may be required to provide for the adoption by Nextracker PubCo of the Amended and Restated Certificate of Incorporation of Nextracker PubCo substantially in the form attached as Exhibit C (the “Charter”) and the Amended and Restated Bylaws of Nextracker PubCo substantially in the form attached as Exhibit D (the “Bylaws”), as reasonably amended in a manner consistent with then-market terms at the advice of the underwriters to enhance marketability, to be effective as of the IPO Effective Date.

Section 3.4 Directors. At or prior to the IPO Effective Date, Flex shall take all necessary action to cause the Nextracker PubCo Board to include, as of the IPO Effective Date, the individuals identified in the IPO Registration Statement as directors of Nextracker PubCo upon completion of the IPO.

Section 3.5 Officers. At or prior to the IPO Effective Date, Flex shall take all necessary action to cause the individuals identified as officers of Nextracker PubCo in the IPO Registration Statement to be officers of Nextracker PubCo on or prior to the IPO Effective Date.

Section 3.6 Resignations and Removals.

(a) In connection with an IPO, except as provided in Section 3.6(b), on or prior to the IPO Effective Date or as soon thereafter as practicable, (i) Flex shall cause all its employees and any employees of its Subsidiaries (excluding any employees of any member of the Nextracker Group) to resign or be removed, effective as of the IPO Effective Date, from all positions as officers or directors of any member of the Nextracker Group in which they serve; and (ii) each of Nextracker PubCo and Nextracker OpCo shall cause all its employees and any employees of its Subsidiaries to resign, effective as of the IPO Effective Date, from all positions as officers or directors of any members of the Flex Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the IPO Registration Statement as a Person who is to hold such position or office following the IPO.

Section 3.7 The Distribution or Other Disposition.

(a) Flex shall, in its sole and absolute discretion, determine (i) whether to proceed with all or part of the Distribution or Other Disposition; and (ii) all terms of the Distribution or Other Disposition, as applicable, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution or Other Disposition and the timing of and conditions to the consummation of the Distribution or Other Disposition. In addition, in the event that Flex determines to proceed with the Distribution or Other Disposition, Flex may at any

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time and from time to time until the completion of the Distribution or Other Disposition abandon, modify or change any or all of the terms of the Distribution or Other Disposition, including by accelerating or delaying the timing of the consummation of all or part of the Distribution or Other Disposition.

(b) Upon Flex’s request, Nextracker PubCo and Nextracker OpCo shall cooperate with Flex in all respects to accomplish the Distribution or Other Disposition and shall, at Flex’s direction, promptly take any and all actions necessary or desirable to effect the Distribution or Other Disposition, including the registration under the Securities Act of the offering of the Nextracker Class A Common Stock on an appropriate registration form or forms to be designated by Flex and the filing of any necessary documents pursuant to the Exchange Act. Flex shall select any investment bank(s), manager(s), underwriter(s) or dealer-manager(s) in connection with the Distribution or Other Disposition, as well as any financial printer, solicitation and/or exchange agent and financial, legal, accounting, Tax and other advisors and service providers in connection with the Distribution or Other Disposition, as applicable. Nextracker PubCo or Nextracker OpCo and Flex, as the case may be, shall provide to the exchange agent all share certificates (to the extent certificated) or book-entry authorizations (to the extent not certificated) and any information required in order to complete the Distribution or Other Disposition.

Section 3.8 Newco Merger. FIUI shall have the right, exercisable at any time following the IPO, at FIUI’s sole expense, subject to preserving the tax-free treatment, for U.S. federal income tax purposes, of the Distribution or Other Disposition, to require Nextracker PubCo, following the dividend or distribution of the equity of Newco to the holders of Flex Ordinary Shares, to use commercially reasonable efforts and fully cooperate with the Flex Group to, at FIUI’s option, effect a merger of Newco with a wholly owned subsidiary of Nextracker PubCo (“Merger Sub”) which will be formed by Nextracker PubCo immediately prior to entry into an agreement and plan of merger that includes a one-for-one exchange and other customary terms and customary conditions with respect to any such merger (the “Merger Agreement”) with Newco surviving as a wholly owned subsidiary of Nextracker PubCo in a tax-free transaction under Section 368(a) of the Code (a “Merger”). Newco shall be a wholly owned subsidiary of FIUI that has no material assets other than interests in Newco Sub and Nextracker OpCo, and no liabilities except liabilities arising as a result of the ownership of the interests in Newco Sub or Nextracker OpCo and any liabilities allocated to Newco pursuant to the TMA. Newco Sub shall be a wholly owned subsidiary of Newco that has no material assets other than interests in Nextracker OpCo, and no liabilities other than those arising as a result of the ownership of the interests in Nextracker OpCo. At FIUI’s request, at any time whether before or after the IPO, Nextracker PubCo shall use commercially reasonable efforts and fully cooperate with the Flex Group to submit the Merger Agreement for approval by the Boards of Director and shareholders of Nextracker PubCo and Merger Sub, to the extent required under Delaware law, and cause the Merger Agreement to be executed and delivered by authorized officers of each of Nextracker PubCo and Merger Sub, and take all other actions reasonably necessary to adopt and approve the Merger Agreement, to be operative when and if FIUI so elects to effect the Merger following the IPO.

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ARTICLE IV

CERTAIN COVENANTS

Section 4.1 Cooperation. From and after the Operative Time, and subject to the terms of and limitations contained in this Agreement and the Ancillary Agreements, each Party shall, and shall cause each of its respective Affiliates and employees to, (i) provide reasonable cooperation and assistance to the other Party (and any member of its respective Group) in connection with the completion of the transactions contemplated herein and in each Ancillary Agreement; (ii) reasonably assist the other Party in the orderly and efficient transition in becoming a separate company to the extent set forth in the Transition Services Agreement or as otherwise set forth herein (including, but not limited to, complying with Article V, Article VI and Article IX); and (iii) reasonably assist the other Party to the extent such Party is providing or has provided services, as applicable, pursuant to the Transition Services Agreement in connection with requests for information from, audits or other examinations of, such other Party by a Governmental Entity; in each case, except as otherwise set forth in this Agreement or may otherwise be agreed to by the Parties in writing, at no additional cost to the Party requesting such assistance other than for the actual out-of-pocket costs (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing) incurred by any such Party, if applicable.

Section 4.2 Retained Names; IP Licenses.

(a) As soon as practicable, but in no event no later than 60 days following the Operative Date, Nextracker PubCo and Nextracker OpCo shall, and shall cause the members of the Nextracker Group, to (i) change their names and cause their certificates of incorporation and bylaws (or equivalent organizational documents), as applicable, to be amended to remove any reference to the Flex Retained Names; and (ii) cease to make any use of any Flex Retained Names except with Flex’s written consent prior to any such use. No later than two years following the date of one or more Distributions, the cumulative effect of which is that the Flex Group no longer Beneficially Owns more than 10% of the then outstanding Nextracker Securities, Nextracker PubCo and Nextracker OpCo shall, and shall cause the members of the Nextracker Group, to remove, strike over, or otherwise obliterate all Flex Retained Names from all assets and other materials owned by or in the possession of any member of the Nextracker Group, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Following the date of one or more Distributions, the cumulative effect of which is that the Flex Group no longer Beneficially Owns any Nextracker Securities, Nextracker PubCo and Nextracker OpCo shall, and shall cause the members of the Nextracker Group to, immediately cease to hold themselves out as having any affiliation with Flex or any members of the Flex Group. Promptly following the Operative Date, Nextracker PubCo and Nextracker OpCo shall post a disclaimer in a form and manner reasonably acceptable to Flex on the “www.nextracker.com” website informing its customers that Nextracker PubCo and Nextracker OpCo, and not Flex, are responsible for the operation of the Nextracker Business, including such website and any applicable services. Any use by the members of the Nextracker Group of any of the Flex Retained Names as permitted in this Section 4.2(a) is subject to their use of the Flex Retained Names in a form and manner, and

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with standards of quality, of that in effect for the Flex Retained Names as of the Operative Date. The members of the Nextracker Group shall not use the Flex Retained Names in a manner that may reflect negatively on such name and marks or on Flex or any member of the Flex Group. Upon expiration or termination of the rights granted to the Nextracker Group pursuant to this Section 4.2, each of Nextracker PubCo and Nextracker OpCo hereby assigns, and shall cause the other members of the Nextracker Group to assign, to Flex their rights (if any) to any Trademarks forming a part of or associated with the Flex Retained Names. Flex shall have the right to terminate the foregoing license, effective immediately, if any member of the Nextracker Group fails to comply with the foregoing terms and conditions or otherwise fails to comply with any reasonable direction of Flex in relation to use of the Flex Retained Names. Each of Nextracker PubCo and Nextracker OpCo shall indemnify, defend and hold harmless Flex and the members of the Flex Group from and against any and all Indemnifiable Losses arising from or relating to the use by any member of the Nextracker Group of the Flex Retained Names pursuant to this Section 4.2(a).

(b) Notwithstanding anything to the contrary in this Agreement, at all times after the Operative Date, the Flex Group may use the Nextracker Names, and the Nextracker Group may use the Flex Retained Names, (i) to the extent required by applicable Law; (ii) to describe the history of or current state of the relationship between the Flex Group and the Nextracker Group; (iii) on tangible and intangible materials created prior to the Separation that are used by the Flex Group for internal purposes only; (iv) on historical legal and business agreements and documents; or (v) in any other manner that would not constitute infringement of any of the Nextracker Names or the Flex Retained Names, as applicable, provided, in the case of this clause (v), the Nextracker Group shall use the Flex Retained Names only to the extent necessary to comply with its obligations under Section 4.2(a).

(c) Flex (on behalf of itself and the Flex Group) hereby grants (and hereby causes each member of the Flex Group to grant) to the Nextracker Group, effective as of the Operative Date, a worldwide, fully paid-up, royalty-free, irrevocable, perpetual, non-exclusive license under and to all Licensed Business IP for any and all uses in connection with the operation of the Nextracker Business and any natural evolutions or organic growth thereof (including to make, have made, use, sell, offer to sell, and import any product or service, to reproduce, make derivative works of, distribute, display and perform any work, and to use such Intellectual Property), with the right to sublicense (including through multiple tiers). The Nextracker Group may assign and otherwise transfer such license, in whole or in part, (i) to any lender or other financing source as collateral security, (ii) to an Affiliate, or (iii) in connection with any assignment, sale, merger, or other transfer of all or any part of the business or a product line of any member of the Nextracker Group (regardless of the form of transaction or series of transactions). “Licensed Business IP” means all Intellectual Property (other than Trademarks) and Information that is (x) owned as of the Operative Date (taking into account the transactions contemplated by this Agreement) by any member of the Flex Group and (y) related to, used or held for use in, or necessary for the conduct of the Nextracker Business.

(d) Each of the Parties acknowledges and agrees that the remedy at Law for any breach of the requirements of this Section 4.2 would be inadequate and agrees and consents that without intending to limit any additional remedies that may be available, Flex and the members of the Flex Group shall be entitled to a temporary or permanent injunction, without proof of actual damage or inadequacy of legal remedy, and without posting any bond or other undertaking, in any Action which may be brought to enforce any of the provisions of this Section 4.2.

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Section 4.3 No Restriction on Competition(a) . It is the explicit intent of each of the Parties that the provisions of this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by the Parties. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on (i) the ability of any party hereto to engage in any business or other activity which competes with the business of any other Party hereto; or (ii) the ability of any party to engage in any specific line of business or engage in any business activity in any specific geographic area.

Section 4.4 No Hire and No Solicitation of Employees(a) . From and after the Operative Date and until the first anniversary of the Operative Date, except as set forth on Schedule 4.4, none of Flex, Nextracker PubCo, Nextracker OpCo or any member of their respective Groups will, without the prior written consent of the other applicable Party, either directly or indirectly, on their own behalf or in the service or on behalf of others, agree to an employment, contractual or other relationship or otherwise hire, retain or employ any employee of any other Party’s respective Group. From and after the Operative Date and until the first anniversary of the Operative Date, none of Flex, Nextracker PubCo, Nextracker OpCo or any member of their respective Groups will, without the prior written consent of the other applicable Party (which consent, in the case of Flex, shall include the express acknowledgement and agreement of the Chief Human Resources Officer or the Chief Financial Officer of Flex), either directly or indirectly, on their own behalf or in the service or on behalf of others, solicit, aid, induce or encourage any employee of any other Party’s respective Group to leave his or her employment. Notwithstanding the foregoing, nothing in this Section 4.4 shall restrict or preclude Flex, Nextracker PubCo, Nextracker OpCo or any member of their respective Groups from soliciting or hiring (i) during the one year nonsolicitation period referenced above, any employee who responds to a general solicitation or advertisement or contact by a recruiter, whether in-house or external, that is not specifically targeted or focused on the employees employed by any other Party’s respective Group (and nothing shall prohibit such generalized searches for employees through various means, including, but not limited to, the use of advertisements in the media (including trade media) or the engagement of search firms to engage in such searches); provided that the applicable Party has not encouraged or advised such firm to approach any such employee; (ii) any employee whose employment has been terminated by the other Party’s respective Group; or (iii) any employee whose employment has been terminated by such employee after 90 days from the date of termination of such employee’s employment.

Section 4.5 Corporate Opportunities.

(a) From and after the Operative Time and for so long as the Flex Group Beneficially Owns shares representing, in the aggregate, at least 10% of the total voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors or has any directors, officers or employees who serve on the Nextracker PubCo Board, each of the Nextracker OpCo Board and the Nextracker PubCo Board will renounce any interest or expectancy of Nextracker OpCo or Nextracker PubCo, as applicable, in, or in being offered an opportunity to participate in, any corporate opportunities of any member of the Nextracker Group that are presented to any member of the Flex Group or any of its directors, officers or employees in accordance with Section 122(17) of the General Corporation Law of the State of Delaware.

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(b) For the purposes of this Section 4.5, “corporate opportunities” of a Group shall include, but not be limited to, business opportunities which the Nextracker Group is financially able to undertake, which are, from their nature, in the line of the Nextracker Group’s business, are of practical advantage to it and are ones in which the Nextracker Group would have an interest or a reasonable expectancy, and in which, by embracing the opportunities or allowing such opportunities to be embraced by the Flex Group or its directors, officers or employees, the self-interest of the Flex Group or any of its directors, officers or employees will or could be brought into conflict with that of the Nextracker Group.

ARTICLE V

INDEMNIFICATION

Section 5.1 Release of Pre-Separation Claims.

(a) Except (i) as provided in Section 5.1(b); (ii) as may be otherwise expressly provided in this Agreement or in any Ancillary Agreement; and (iii) for any matter for which any Party is entitled to indemnification pursuant to this Article V:

(i) Flex, for itself and each member of the Flex Group, its Affiliates as of the Operative Time and, to the extent permitted by Law, all Persons who at any time prior to the Operative Time were directors, officers, agents or employees of any member of the Flex Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby release and forever discharge the members of the Nextracker Group, its Affiliates and all Persons who at any time prior to the Operative Time were stockholders, directors, officers, agents or employees of any member of the Nextracker Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Flex Retained Liabilities, whether at Law (including arising under Environmental Law or other Law) or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions (including on real property) existing or alleged to have existed at or before the Operative Time, including in connection with the Internal Reorganization and activities to implement the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Flex Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Nextracker Group in respect of any Flex Released Liabilities; provided, however, that nothing in this Section 5.1(a)(i) shall relieve any Person released in this Section 5.1(a)(i) who, after the Operative Time, is a director, officer or employee of any member of the Nextracker Group and is no longer a director, officer or employee of any member of the Flex Group from Liabilities arising out of, relating to or resulting from his or her service as a director, officer or employee of any member of the Nextracker Group after the Operative Time. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit Flex, any member of the Flex Group, or their respective Affiliates from commencing any Actions against

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any officer, director, agent or employee of any member of the Nextracker Group, or their respective heirs, executors, administrators, successors and assigns with regard to matters arising from, or relating to, (i) theft of Flex Know-How; or (ii) intentional criminal acts by any such officers, directors, agents or employees.

(ii) Each of Nextracker PubCo and Nextracker OpCo, for itself and each member of the Nextracker Group, its Affiliates as of the Operative Time and, to the extent permitted by Law, all Persons who at any time prior to the Operative Time were directors, officers, agents or employees of any member of the Nextracker Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby release and forever discharge the members of the Flex Group, its Affiliates and all Persons who at any time prior to the Operative Time were stockholders, directors, officers, agents or employees of any member of the Flex Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, from any and all Nextracker Liabilities, whether at Law (including arising under Environmental Law or other Law) or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions (including on real property) existing or alleged to have existed at or before the Operative Time, including in connection with the Internal Reorganization and activities to implement the IPO and any of the other transactions contemplated hereunder and under the Ancillary Agreements (such liabilities, the “Nextracker Released Liabilities”) and in any event shall not, and shall cause its respective Subsidiaries not to, bring any Action against any member of the Flex Group in respect of any Nextracker Released Liabilities; provided, however, that for purposes of this Section 5.1(a)(ii), the members of the Nextracker Group shall also release and discharge any officers or other employees of any member of the Flex Group, to the extent any such officers or employees served as a director or officer of any members of the Nextracker Group prior to the Operative Time, from any and all Liability, obligation or responsibility for any and all past actions or failures to take action, in each case in their capacity as a director or officer of any such member of the Nextracker Group, prior to the Operative Time, including actions or failures to take action that may be deemed to have been negligent or grossly negligent.

(b) Nothing contained in this Agreement, including Section 5.1(a), Section 2.4(a) or Section 2.5, shall impair or otherwise affect any right of any Party and, as applicable, a member of such Party’s Group, as well as their respective heirs, executors, administrators, successors and assigns, to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings contemplated in this Agreement or in any Ancillary Agreement to continue in effect after the Operative Time. In addition, nothing contained in Section 5.1(a) shall release any person from:

(i) any Liability Assumed, Transferred or allocated to a Party or a member of such Party’s Group pursuant to or as contemplated by, or any other Liability of any member of such Group under, this Agreement or any Ancillary Agreement, including (A) with respect to Flex, any Flex Retained Liability, and (B) with respect to Nextracker PubCo and Nextracker OpCo, any Nextracker Liability;

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(ii) any Liability provided for in or resulting from any other Contract or arrangement that is entered into after the Operative Time between any Party (and/or a member of such Party’s or Parties’ Group), on the one hand, and any other Party or Parties (and/or a member of such Party’s or Parties’ Group), on the other hand;

(iii) any Liability with respect to any Continuing Arrangements;

(iv) any Liability that the Parties may have with respect to indemnification pursuant to this Agreement or otherwise for Actions brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Agreement and, in particular, this Article V and, if applicable, the appropriate provisions of the Ancillary Agreements; and

(v) any Liability the release of which would result in a release of any Person other than the Persons released in Section 5.1(a); provided that the Parties agree not to bring any Action or permit any other member of their respective Group to bring any Action against a Person released in Section 5.1(a) with respect to such Liability.

In addition, nothing contained in Section 5.1(a) shall release: (i) Flex from indemnifying any director, officer or employee of the Nextracker Group who was a director, officer or employee of Flex or any of its Affiliates prior to the Operative Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Nextracker Liability, Nextracker OpCo shall indemnify Flex for such Liability (including Flex’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V; and (ii) Nextracker PubCo or Nextracker OpCo from indemnifying any director, officer or employee of the Flex Group who was a director, officer or employee of Nextracker PubCo, Nextracker OpCo or any of their Affiliates prior to the Operative Date, as the case may be, to the extent such director, officer or employee is or becomes a named defendant in any Action with respect to which he or she was entitled to such indemnification pursuant to then-existing obligations; it being understood that if the underlying obligation giving rise to such Action is a Flex Retained Liability, Flex shall indemnify Nextracker for such Liability, as applicable (including Nextracker PubCo’s or Nextracker OpCo’s, as the case may be, costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article V.

(c) Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a).

(d) If any Person associated with a Party (including any director, officer or employee of a Party) initiates any Action with respect to claims released by this Section 5.1, the Party with which such Person is associated shall be responsible for the fees and expenses of counsel of the other Party (and/or the members of such Party’s Group, as applicable) and such other Party shall be indemnified for all Liabilities incurred in connection with such Action in accordance with the provisions set forth in this Article V.

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Section 5.2 Release of Pre-IPO Claims. In connection with the IPO, if effected, Flex and FIUI, on the one hand, and Nextracker OpCo and Nextracker PubCo, on the other hand, shall enter into a mutual release agreement to be effective as of the IPO Effective Date, on substantially the same terms as set forth in Section 5.1(a)(i) and Section 5.1(a)(ii), with respect to any Flex Retained Liabilities or Nextracker Liabilities, as applicable, existing or alleged to have existed from and after the Operative Date up to and including the IPO Effective Date.

Section 5.3 Indemnification by Flex. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Operative Time, Flex shall indemnify, defend and hold harmless the Nextracker Indemnitees from and against any and all Indemnifiable Losses of the Nextracker Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Flex Retained Liabilities, including the failure of any member of the Flex Group or any other Person to pay, perform or otherwise discharge any Flex Retained Liability in accordance with its respective terms, whether arising prior to, at or after the Operative Time, (b) any Flex Retained Asset or Flex Retained Business, whether arising prior to, at or after the Operative Time, or (c) any breach by Flex of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder.

Section 5.4 Indemnification by the Nextracker Group. In addition to any other provisions of this Agreement requiring indemnification and except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, following the Operative Time, each of Nextracker PubCo and Nextracker OpCo shall and shall cause the other members of the Nextracker Group to indemnify, defend and hold harmless the Flex Indemnitees from and against any and all Indemnifiable Losses of the Flex Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with (a) the Nextracker Liabilities, including the failure of any member of the Nextracker Group or any other Person to pay, perform or otherwise discharge any Nextracker Liability in accordance with its respective terms, whether prior to, at or after the Operative Time, (b) any Nextracker Asset or Nextracker Business, whether arising prior to, at or after the Operative Time, (c) any breach by any member of the Nextracker Group of any provision of this Agreement or any Ancillary Agreement unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder, or (d) any Liabilities of the Flex Group under any of the agreements listed on Schedule 5.4.

Section 5.5 Procedures for Indemnification.

(a) Direct Claims. Other than with respect to Third-Party Claims, which shall be governed by Section 5.5(b), each Flex Indemnitee and Nextracker Indemnitee (each, an “Indemnitee”) shall notify in writing, with respect to any matter that such Indemnitee has determined has given or could give rise to a right of indemnification under this Agreement or any Ancillary Agreement, the Party which is or may be required pursuant to this Article V or pursuant to any Ancillary Agreement to make such indemnification (the “Indemnifying Party”), within 90

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days of such determination, stating in such written notice the amount of the Indemnifiable Loss claimed, if known, and, to the extent practicable, method of computation thereof, and referring to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnitee or arises; provided, however, that the failure to provide such written notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party will have a period of 90 days after receipt of a notice under this Section 5.5(a) within which to respond thereto. If the Indemnifying Party fails to respond within such period, the Liability specified in such notice from the Indemnitee shall be conclusively determined to be a Liability of the Indemnifying Party hereunder. If such Indemnifying Party responds within such period and rejects such claim in whole or in part, the disputed matter shall be resolved in accordance with Article VIII.

(b) Third-Party Claims. If a claim or demand is made against an Indemnitee by any Person who is not a party to this Agreement (a “Third-Party Claim”) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement or any Ancillary Agreement, such Indemnitee shall notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event within the earlier of (x) 60 days, or (y) five Business Days prior to the final date of the applicable response period under such Third-Party Claim) after receipt by such Indemnitee of written notice of the Third-Party Claim (which notice obligation may be satisfied by providing copies of all notices and documents received by the Indemnitee from such third party or in respect of any Action, the applicable Governmental Entity or tribunal relating to the Third-Party Claim); provided, however, that the failure to provide notice of any such Third-Party Claim pursuant to this or the preceding sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure. Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof, copies of all material notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. For all purposes of this Section 5.5(b), each Party shall be deemed to have notice of the matters set forth on Schedule 1.1(111)(vii).

(c) Other than in the case of indemnification by a beneficiary Party of a guarantor Party pursuant to Section 2.10(c) (the defense of which shall be controlled by the beneficiary Party), the Indemnifying Party shall be entitled, if it so chooses, to assume the defense thereof, and if it does not assume the defense of such Third-Party Claim, to participate in the defense of any Third-Party Claim in accordance with the terms of Section 5.6 at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, that is reasonably acceptable to the Indemnitee, within 30 days of the receipt of an indemnification notice from such Indemnitee; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim to the extent such Third-Party Claim (x) is an Action by a Governmental Entity, (y) involves an allegation of a criminal violation, or (z) seeks injunctive relief against the Indemnitee. In connection with the Indemnifying Party’s defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, at its own expense and, in any event, shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent Information, materials and information in such Indemnitee’s possession or under such Indemnitee’s control

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relating thereto as are reasonably required by the Indemnifying Party; provided, however, that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnitee(s), or in the event that any Third-Party Claim seeks equitable relief which would restrict or limit the future conduct of the Indemnitee’s business or operations, such Indemnitee(s) shall be entitled to retain, at the Indemnifying Party’s expense, separate counsel as required by the applicable rules of professional conduct with respect to such matter; provided further, that if the Indemnifying Party has assumed the defense of the Third-Party Claim but has specified, and continues to assert, any reservations or exceptions to such defense or to its liability therefor, then, in any such case, the reasonable fees and expenses of one separate counsel for all Indemnitees shall be borne by the Indemnifying Party. The Indemnifying Party shall have the right to compromise or settle a Third-Party Claim the defense of which it shall have assumed pursuant to this Section 5.5(c) and any such settlement or compromise made or caused to be made of a Third-Party Claim in accordance with this Article V shall be binding on the Indemnitee, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third-Party Claim without the written consent of the Indemnitee (such consent not to be unreasonably withheld or conditioned) unless such settlement (A) completely and unconditionally releases the Indemnitee in connection with such Third-Party Claim, (B) provides relief consisting solely of money damages borne by the Indemnifying Party, and (C) does not involve any admission by the Indemnitee of any wrongdoing or violation of Law.

(d) If an Indemnifying Party fails for any reason to assume responsibility for defending a Third-Party Claim within the period specified in this Section 5.5, such Indemnitee may defend such Third-Party Claim at the cost and expense of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim within the time period specified in clause (c) above, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(e) Except as otherwise set forth in Section 6.5 and Section 8.2, or to the extent set forth in any Ancillary Agreement, absent fraud (with intent to deceive) or willful misconduct by an Indemnifying Party, the indemnification provisions of this Article V shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or losses resulting from any breach of this Agreement or any Ancillary Agreement and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article V against any Indemnifying Party. For the avoidance of doubt, all disputes in respect of this Article V shall be resolved in accordance with Article VIII.

(f) Notwithstanding the foregoing, to the extent any Ancillary Agreement provides procedures for indemnification that differ from the provisions set forth in this Section 5.5, the terms of the Ancillary Agreement will govern.

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(g) The provisions of this Article V shall apply to Third-Party Claims that are already pending or asserted as well as Third-Party Claims brought or asserted after the Operative Date. There shall be no requirement under this Section 5.5 to give a notice with respect to any Third-Party Claim that exists as of the Operative Time. The Parties acknowledge that Liabilities for Actions (regardless of the parties to the Actions) may be partly Flex Liabilities and partly Nextracker Liabilities. If the Parties cannot agree on the allocation of any such Liabilities for Actions, they shall resolve the matter pursuant to the procedures set forth in Article VIII. Neither Party shall, nor shall either Party permit its Subsidiaries to, file Third-Party Claims or cross-claims against the other Party or its Subsidiaries in an Action in which a Third-Party Claim is being resolved.

Section 5.6 Cooperation in Defense and Settlement.

(a) With respect to any of the matters set forth on Schedule 1.1(111)(vii) or any Third-Party Claim that implicates both Parties in any material respect due to the allocation of Liabilities, responsibilities for management of defense and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use commercially reasonable efforts to cooperate fully and maintain a joint defense with outside counsel mutually acceptable to the Parties (in a manner that, to the extent reasonably practicable, will preserve for all Parties any Privilege with respect thereto). With respect to the matters set forth on Schedule 1.1(111)(vii), the defense of such matter shall continue to be conducted by the outside counsel or counsels that is counsel for such matter as of the Operative Time, unless and until the Parties mutually agree to alternative counsel. The Party that is not responsible for managing the defense of any such Third-Party Claim shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims; provided, however, if any Party determines in good faith that such Party and the other Parties have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then such Party shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, at the expense of the Indemnifying Party. Notwithstanding the foregoing, nothing in this Section 5.6(a) shall derogate from any Party’s rights to control the defense of any Action in accordance with Section 5.5; provided further that, to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of Schedule 5.6, the provisions set forth in Schedule 5.6 shall control.

(b) Notwithstanding anything to the contrary in this Agreement, with respect to any Action (i) by a Governmental Entity against any member of the Nextracker Group relating to matters involving anti-bribery, anti-corruption, anti-money laundering, export control and similar laws, where the facts and circumstances giving rise to the Action occurred prior to the Operative Time; or (ii) where the resolution of such Action by order, judgment, settlement or otherwise, could include any condition, limitation or other stipulation that could, in the reasonable judgment of Flex, adversely impact the conduct of the Flex Retained Businesses, Flex shall have, at Flex’s expense, the reasonable opportunity to consult, advise and comment in all preparation, planning and strategy regarding any such Action, including with regard to any drafts of notices and other conferences and communications to be provided or submitted by such member of the Nextracker Group to any third party involved in such Action (including any Governmental Entity), to the extent that Flex’s participation does not affect any privilege in a material and adverse manner (which cannot be addressed through a joint defense agreement or Common Interest Agreement); provided that to the extent that any such action requires the submission by any member of the

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Nextracker Group of any content relating to any current or former officer or director of Flex, such content will only be submitted in a form approved by Flex in its reasonable discretion. With regard to the matters specified in the preceding clauses (i) and (ii), Flex shall have a right to consent to any compromise or settlement related thereto. For the avoidance of doubt, nothing in this Section 5.6(b) shall be deemed to affect the respective rights or obligations of any member of the Flex Group, on the one hand, and any member of the Nextracker Group, on the other hand, under any Continuing Arrangement.

(c) Notwithstanding anything to the contrary in this Agreement, with respect to any notices or reports to be submitted to, or reporting, disclosure, filing or other requirements to be made with, any Governmental Entity by any member of the Nextracker Group (“Governmental Filing”) where the Governmental Filing requires disclosure of facts, information or data that relate, in whole or in part, to periods prior to the Operative Time, Flex shall have the reasonable opportunity to consult, advise and comment on the preparation and content of any such Governmental Filing in advance of its submission to a Governmental Entity, and such member of the Nextracker Group shall in good faith consider and take into account any comments so provided by Flex with respect to such Governmental Filing.

(d) Each of Flex, Nextracker PubCo and Nextracker OpCo agrees that at all times from and after the Operative Time, if an Action is commenced by a third party naming two or more Parties (or any member of such Parties’ respective Groups) as defendants and with respect to which one or more named Parties (or any member of such Party’s respective Group) is a nominal defendant and/or such Action is otherwise not a Liability allocated to such named Party under this Agreement or any Ancillary Agreement, then the other Party or Parties shall use commercially reasonable efforts at its own expense to cause such nominal defendant to be removed from such Action, as soon as reasonably practicable.

Section 5.7 Indemnification Payments. Indemnification required by this Article V shall be made by periodic payments of the amount of Indemnifiable Losses in a timely fashion during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss incurred.

Section 5.8 Indemnification Obligations Net of Insurance Proceeds and Other Amounts.

(a) Any recovery by any Indemnitee for any Indemnifiable Loss subject to indemnification pursuant to this Article V shall be calculated (i) net of Insurance Proceeds actually received by such Indemnitee with respect to any Indemnifiable Loss (which such proceeds shall be reduced by the present value, based on that Party’s then cost of short-term borrowing, of future premium increases known at such time); and (ii) net of any proceeds actually received by the Indemnitee from any unaffiliated third party with respect to any such Liability corresponding to the Indemnifiable Loss (“Third-Party Proceeds”). Accordingly, the amount which any Indemnifying Party is required to pay pursuant to this Article V to any Indemnitee pursuant to this Article V shall be reduced by any Insurance Proceeds or Third-Party Proceeds theretofore actually recovered by or on behalf of the Indemnitee corresponding to the related Indemnifiable Loss. If an Indemnitee receives a payment required by this Agreement from an Indemnifying Party corresponding to any Indemnifiable Loss (an “Indemnity Payment”) and subsequently receives Insurance Proceeds or Third-Party Proceeds, then the Indemnitee shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or Third-Party Proceeds had been received, realized or recovered before the Indemnity Payment was made.

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(b) The Parties hereby agree that an insurer or other third party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other third party shall be entitled to a “windfall” (e.g., a benefit they would not otherwise be entitled to receive, or the reduction or elimination of an insurance coverage obligation that they would otherwise have, in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, or cooperate with each other in collecting or recovering, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article V. Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Actions to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

Section 5.9 Contribution. If the indemnification provided for in this Article V is unavailable for any reason to an Indemnitee (other than failure to provide notice with respect to any Third-Party Claims in accordance with Section 5.5(b)) in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 5.9, contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of the members of the Nextracker Group, on the one hand, and the members of the Flex Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss. With respect to any Indemnifiable Losses arising out of or related to information contained in the IPO Disclosure Documents or other securities law filing, the relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact relates to information supplied by the Nextracker Business of a member of the Nextracker Group, on the one hand, or the Flex Retained Business or a member of the Flex Group, on the other hand.

Section 5.10 Additional Matters; Survival of Indemnities.

(a) The indemnity agreements contained in this Article V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; and (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder. The indemnity agreements contained in this Article V shall survive the IPO.

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(b) The rights and obligations of any member of the Flex Group or any member of the Nextracker Group, in each case, under this Article V shall survive (i) the sale or other Transfer by any Party or its Affiliates of any Assets or businesses or the assignment by it of any Liabilities; and (ii) any merger, consolidation, business combination, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 5.11 Environmental Matters.

(a) Exchange of Information. Without limiting any other provision of this Agreement, each of Flex and Nextracker OpCo agrees to provide, or cause to be provided, at any time before, at, or after the Operative Time, as soon as reasonably practicable after written request therefore, reasonable access to any non-privileged information in the possession or under the control of such respective Group and reasonable access to its employees to the extent that (i) such information relates to, or such employees have relevant knowledge regarding, specific alleged Environmental Liabilities, including the requesting party’s alleged or potential link to environmental contamination at an Off-Site Location or real property that was allegedly owned or operated by the Flex Group and any operating group, business unit, division, Subsidiary, line of business or investment of Flex or any of its Subsidiaries (including any member of the Nextracker Group) prior to the Operative Time; or (ii) such information relates to, or such employees have relevant knowledge regarding, the impact that any alleged Environmental Liability could have on the operations, activities or liability exposure of the requesting party; and (iii) the information and access to employees can be provided without significant disruption to the Group’s business or operations.

(b) Substitution.

(i) Nextracker OpCo shall use its best efforts to obtain any consents, transfers, assignments, assumptions, waivers, or other legal instruments necessary to cause the appropriate member of the Nextracker Group to be fully substituted for Flex or other member of the Flex Group with respect to: (i) any order, decree, judgment, agreement or Action with respect to Nextracker Environmental Liabilities that are in effect as of the Operative Time; (ii) Environmental Permits, financial assurance obligations or instruments, or other environmental approvals or filings associated with the Nextracker Assets; or (iii) any matter set forth on Schedule 5.11(b)(i). Nextracker OpCo shall inform the applicable Governmental Entity about its assumption of the Environmental Liabilities associated with the matters listed on Schedule 5.11(b)(i) and request that the Governmental Entities direct all communications, requirements, notifications and/or official letters related to such matters to Nextracker OpCo.

(ii) Until such time as Nextracker OpCo and Flex complete the substitutions outlined in Section 5.11(b)(i) above, Nextracker OpCo shall comply with all applicable Environmental Laws, including all reporting obligations, and the terms and conditions of all orders, decrees, judgments, agreements, actions, Environmental Permits, financial assurances, obligations, instruments or other environmental approvals or filings that remain in Flex’s name relating to the Nextracker Assets and the Nextracker Environmental Liabilities.

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ARTICLE VI

PRESERVATION OF RECORDS; ACCESS TO INFORMATION;

CONFIDENTIALITY; PRIVILEGE

Section 6.1 Preservation of Corporate Records. Except as otherwise required or agreed in writing, or as otherwise provided in any Ancillary Agreement, with regard to any Information referenced in Section 6.2, each Party shall use its commercially reasonable efforts, at such Party’s sole cost and expense, to retain, until the latest of, as applicable, (i) the date on which such Information is no longer required to be retained pursuant to the applicable record retention policy of Flex or such other member of the Flex Group, respectively, as in effect immediately prior to the Operative Time, including pursuant to any “Litigation Hold” issued by Flex or any of its Subsidiaries prior to the Operative Time; (ii) the concluding date of any period as may be required by any applicable Law; (iii) the concluding date of any period during which such Information relates to a pending or threatened Action which is known to the members of the Flex Group or the Nextracker Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; (iv) the concluding date of any period during which the destruction of such Information could interfere with a pending or threatened investigation by a Governmental Entity which is known to the members of the Flex Group or the Nextracker Group, as applicable, in possession of such Information at the time any retention obligation with regard to such Information would otherwise expire; and (v) solely with respect to Information regarding Taxes (including Information necessary for preparing and filing Tax Returns and defending Tax Contests), the date that is the latest of (x) 60 days after the expiration of any applicable statutes of limitation, or (y) the seventh anniversary of the Operative Date; provided that with respect to any pending or threatened Action arising after the Operative Time, clause (iii) of this sentence applies only to the extent that whichever member of the Flex Group or the Nextracker Group, as applicable, is in possession of such Information has been notified in writing pursuant to a “Litigation Hold” by the other Party of the relevant pending or threatened Action. The Parties agree that upon written request from the other that certain Information relating to the Nextracker Business, the Flex Retained Businesses or the transactions contemplated hereby be retained in connection with an Action, the Parties shall use commercially reasonable efforts to preserve and not to destroy or dispose of such Information without the consent of the requesting Party. Any time a Party proposes to destroy Information regarding Taxes after the Operative Date, it shall first notify the other Party and the other Party shall be entitled to receive, at its sole cost and expense, such Information proposed to be destroyed.

Section 6.2 Access to Information. Other than in circumstances in which indemnification is sought pursuant to Article V (in which event the provisions of such Article V shall govern) and subject to appropriate restrictions for Privileged Information or Confidential Information:

(a) After the Operative Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Nextracker OpCo for specific and identified Information:

(i) that (x) relates to any member of the Nextracker Group or the Nextracker Business, as the case may be, prior to the Operative Time or (y) is necessary for any member of the Nextracker Group to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which any member of the Flex Group and/or the Nextracker Group are

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parties, Flex shall, and shall cause its Subsidiaries to, provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information in the possession or control of Flex or any of its Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the Nextracker Group; provided that, such obligation to provide any requested Information shall terminate and be of no further force and effect on the date that is the first anniversary of the Operative Date; provided further that, in the event that Flex, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or could reasonably result in the waiver of any Privilege (which cannot be addressed by a joint defense agreement or Common Interest Agreement), Flex and its Subsidiaries shall not be obligated to provide such Information requested by any member of the Nextracker Group;

(ii) that (x) is required by any member of the Nextracker Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on any member the Nextracker Group (including under applicable securities laws or in connection with preparing or filing Tax Returns) by a Governmental Entity having jurisdiction over such member of the Nextracker Group, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or Tax Contest or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Flex shall provide, and shall cause its Subsidiaries to provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information in the possession or control of Flex or any of its Affiliates or Subsidiaries, but only to the extent such items so relate and are not already in the possession or control of the Nextracker Group; provided that, in the event that Flex, in its sole discretion, determines that any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or waive any Privilege (which cannot be addressed by a joint defense agreement or Common Interest Agreement), Flex and its Subsidiaries shall not be obligated to provide such Information requested by the Nextracker Group; or

(b) After the Operative Time, and subject to compliance with the terms of the Ancillary Agreements, upon the prior written reasonable request by, and at the expense of, Flex for specific and identified Information:

(i) that (x) relates to matters prior to the Operative Time or (y) is necessary for Flex to comply with the terms of, or otherwise perform under, any Ancillary Agreement to which the Flex Group or the Nextracker Group are parties, Nextracker PubCo or Nextracker OpCo shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information in the possession or control of the Nextracker Group or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of Flex; provided that, in the event any such access or the provision of any such Information (including information requested under Article VII) would violate any Law or Contract with a third party or waive any Privilege (which cannot be addressed by a joint defense agreement or Common Interest Agreement), the Nextracker Group shall not be obligated to provide such Information requested by the Flex Group.

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(ii) that (x) is required by any member of the Flex Group with regard to reasonable compliance with reporting, disclosure, filing or other requirements imposed on any member of the Flex Group (including under applicable securities laws or in connection with preparing or filing Tax Returns) by a Governmental Entity having jurisdiction over such member of the Flex Group, or (y) is for use in any other judicial, regulatory, administrative or other proceeding or Tax Contest or in order to satisfy audit, accounting, claims, regulatory, litigation, Action or other similar requirements, as applicable, Nextracker PubCo or Nextracker OpCo shall, and shall cause its Subsidiaries to, provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information in the possession or control of each of Nextracker PubCo, Nextracker OpCo or any of their Affiliates, but only to the extent such items so relate and are not already in the possession or control of Flex.

(c) Each of Flex, Nextracker PubCo and Nextracker OpCo shall inform their respective officers, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party’s Confidential Information or other information provided pursuant to this Article VI or Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

(d) On the Operative Date, Nextracker OpCo shall deliver to Flex an electronic copy of any and all databases in the possession of any member of the Nextracker Group that exist as of such date and were established at or prior to the Operative Time to retain records relating to the organizational structure, business or operations of the Nextracker Business or as otherwise may be requested by Flex.

(e) Each Party shall use its commercially reasonable efforts to make available to the other Party for inspection and copying during normal business hours upon reasonable notice all Information regarding Taxes in their possession and shall permit the other Party and its 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 such Information, in each case to the extent reasonably required by the other Party in connection with preparing or filing Tax Returns or financial accounting statements, defending Tax Contests, or the resolution of items pursuant to this Agreement or the Ancillary Agreements. The Party seeking access to such Information of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

Section 6.3 Witness Services. At all times from and after the Operative Time, each of Flex, Nextracker PubCo and Nextracker OpCo shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group); and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 6.3 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and

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benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

Section 6.4 Reimbursement; Other Matters. Except to the extent otherwise contemplated by this Agreement or any Ancillary Agreement, a Party providing Information or access to Information to the other Party under this Article VI shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees of such Party or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service with respect to the foregoing), as may be reasonably incurred in providing such Information or access to such Information.

Section 6.5 Confidentiality.

(a) Notwithstanding any termination of this Agreement, and except as otherwise provided in the Ancillary Agreements, each of Flex, Nextracker PubCo and Nextracker OpCo shall hold, and shall cause their respective Affiliates and their officers, employees, agents, consultants and advisors to hold, in strict confidence (and not to disclose or release or, except as otherwise permitted by this Agreement or any Ancillary Agreement, use, including for any ongoing or future commercial purpose, without the prior written consent of the Party to whom the Confidential Information relates (which may be withheld, conditioned or delayed in such Party’s sole and absolute discretion, except where disclosure is required by applicable Law)), any and all Confidential Information concerning or belonging to the other Party or its Affiliates; provided that each Party may disclose, or may permit disclosure of, Confidential Information (i) to its respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such Information for auditing and other non-commercial purposes and are informed of the obligation to hold such Information confidential and in respect of whose failure to comply with such obligations, the applicable Party will be responsible; (ii) if any Party or any of its respective Subsidiaries is required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with a proceeding brought by a Governmental Entity that it is advisable to do so; (iii) as required in connection with any legal or other proceeding by one Party against the other Party or in respect of claims by one Party against the other Party brought in a proceeding; (iv) as necessary in order to permit a Party to prepare and disclose its financial statements in connection with any regulatory filings or Tax Returns; (v) as necessary for a Party to enforce its rights or perform its obligations under this Agreement (including pursuant to Section 2.3) or an Ancillary Agreement; (vi) to Governmental Entities in accordance with applicable procurement regulations and contract requirements; or (vii) to other Persons in connection with their evaluation of, and negotiating and consummating, a potential strategic transaction, to the extent reasonably necessary in connection therewith, provided an appropriate and customary confidentiality agreement has been entered into with the Person receiving such Confidential Information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made by a third party pursuant to clause (ii), (iii), (v) or (vi) above, each Party, as applicable, shall promptly notify (to the extent permissible by Law)

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the Party to whom the Confidential Information relates of the existence of such request, demand or disclosure requirement and shall provide such affected Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Party will cooperate in obtaining to the extent reasonably practicable. In the event that such appropriate protective order or other remedy is not obtained, the Party which faces the disclosure requirement shall furnish only that portion of the Confidential Information that is required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Confidential Information.

(b) Each Party acknowledges that it and the other members of its Group may have in its or their possession confidential or proprietary Information of third parties that was received under confidentiality or non-disclosure agreements with such third party while such Party and/or members of its Group were part of the Flex Group. Each Party shall comply, and shall cause the other members of its Group to comply, and shall cause its and their respective officers, employees, agents, consultants and advisors (or potential buyers) to comply, with all terms and conditions of any such Third-Party Agreements entered into prior to the Operative Time, with respect to any confidential and proprietary Information of third parties to which it or any other member of its Group has had access.

(c) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that applies to Flex’s confidential and proprietary information pursuant to policies in effect as of the Operative Time; and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Operative Time may continue to be used by such Party in possession of the Confidential Information in and only in the operation of the Nextracker Business (in the case of the Nextracker Group) or the Flex Retained Business (in the case of the Flex Group); provided that such Confidential Information may only be used by such Party and its officers, employees, agents, consultants and advisors in the specific manner and for the specific purposes for which it is used as of the Operative Date, and may only be shared with additional officers, employees, agents, consultants and advisors of such Party on a need-to-know basis exclusively with regard to such specified use; provided further that such Confidential Information may be used only so long as the Confidential Information is maintained in confidence and not disclosed in violation of Section 6.5(a).

(d) The Parties agree that irreparable damage may occur in the event that the provisions of this Section 6.5 were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or injunctions to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

(e) For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, (i) the disclosure and sharing of Privileged Information shall be governed solely by Section 6.6; and (ii) Information that is subject to any confidentiality provision or other disclosure restriction in any Ancillary Agreement shall be governed by the terms of such Ancillary Agreement.

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(f) For the avoidance of doubt and notwithstanding any other provision of this Section 6.5, following the Operative Date, the confidentiality obligations under this Agreement shall continue to apply to any and all Confidential Information concerning or belonging to each Party or its Affiliates that is shared or disclosed with the other Party or its Affiliates, whether or not such Confidential Information is shared, pursuant to this Agreement, any Ancillary Agreement or otherwise.

Section 6.6 Privilege Matters.

(a) Pre-Separation Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Operative Time have been and will be rendered for the collective benefit of each of the members of the Flex Group and the Nextracker Group, and that each of the members of the Flex Group and the Nextracker Group should be deemed to be the client with respect to such pre-Separation services for the purposes of asserting all privileges, immunities, or other protections from disclosure which may be asserted under applicable Law, including attorney-client privilege, business strategy privilege, joint defense privilege, common interest privilege, and protection under the work-product doctrine (“Privilege”). The Parties shall have a shared Privilege with respect to all Information subject to Privilege (“Privileged Information”) which relates to such pre-Separation services. For the avoidance of doubt, Privileged Information within the scope of this Section 6.6 includes services rendered by legal counsel retained or employed by any Party (or any member of such Party’s respective Group), including outside counsel and in-house counsel.

(b) Post-Separation Services. The Parties recognize that legal and other professional services will be provided following the Operative Time to each of the Flex Group and the Nextracker Group. The Parties further recognize that certain of such post-Separation services will be rendered solely for the benefit of the Flex Group or the Nextracker Group, as the case may be, while other such post-Separation services may be rendered with respect to claims, proceedings, litigation, disputes, or other matters which involve both the Flex Group and the Nextracker Group. With respect to such post-Separation services and related Privileged Information, the Parties agree as follows:

(i) All Privileged Information relating to any claims, proceedings, litigation, disputes or other matters which involve both the Flex Group and the Nextracker Group shall be subject to a shared Privilege among the Parties involved in the claims, proceedings, litigation, disputes, or other matters at issue; and

(ii) Except as otherwise provided in Section 6.6(b)(i), Privileged Information relating to post-Separation services provided solely to: (i) any member of the Flex Group; or (ii) any member of the Nextracker Group shall not be deemed shared between the Parties; provided, that the foregoing shall not be construed or interpreted to restrict the right or authority of the Parties (x) to enter into any further agreement, not otherwise inconsistent with the terms of this Agreement, concerning the sharing of Privileged Information, or (y) otherwise to share Privileged Information without waiving any Privilege which could be asserted under applicable Law.

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(c) The Parties agree as follows regarding all Privileged Information with respect to which the Parties shall have a shared Privilege under Section 6.6(a) or Section 6.6(b):

(i) Subject to Section 6.6(c)(iii) and Section 6.6(c)(iv), no Party may waive, allege or purport to waive, any Privilege which could be asserted under any applicable Law, and in which any other Party has a shared Privilege, without the consent of the other Party (such consent not to be unreasonably withheld or conditioned). Consent shall be in writing, or shall be deemed to be granted unless written objection is made within 30 days after written notice is given to such other Party.

(ii) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a Privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate in good faith, and shall endeavor to minimize any prejudice to the rights of the other Party. Flex shall not unreasonably withhold or condition consent to any request for waiver by Nextracker PubCo or Nextracker OpCo and specifically agrees that it shall not withhold consent to waive for any purpose except to protect its own legitimate interests;

(iii) If, within 30 days of receipt by Nextracker PubCo or Nextracker OpCo of written objection, the Parties have not succeeded in negotiating a resolution to any dispute regarding whether a Privilege should be waived, and Nextracker PubCo or Nextracker OpCo determines that a Privilege should nonetheless be waived to protect or advance its interest, Nextracker PubCo or Nextracker OpCo shall provide Flex 30 days written notice prior to effecting such waiver. Each Party specifically agrees that failure within 30 days of receipt of such notice to commence proceedings in accordance with Section 10.16 to enjoin such disclosure under applicable Law shall be deemed full and effective consent to such disclosure, and any such Privilege shall not be waived by Nextracker PubCo or Nextracker OpCo under the final determination of such dispute in accordance with Section 10.16; and

(iv) In the event of any litigation or dispute between the Parties, or any members of their respective Groups, either such Party may waive a Privilege in which the other Party or member of such Group has a shared Privilege, without obtaining the consent of the other Party; provided that such waiver of a shared Privilege shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared Privilege with respect to third parties.

(d) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Flex, Nextracker PubCo or Nextracker OpCo as set forth in Section 6.5 and this Section 6.6, to maintain the confidentiality of Privileged Information and to assert and maintain any applicable Privilege. The access to Information being granted pursuant to Section 5.6, Section 6.1, Section 6.2 and Article VII, the agreement to provide witnesses and individuals pursuant to Section 5.6 and Section 6.3, the furnishing of notices and documents and other cooperative efforts contemplated by Section 5.6, and the transfer of Privileged Information between the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any Privilege that has been or may be asserted under this Agreement or otherwise; provided further that Flex in its sole discretion may require that a Common Interest Agreement be entered into as a condition to delivering such Information or providing witness services to any other Person pursuant to this Agreement.

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Section 6.7 Ownership of Information. Any Information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VI shall be deemed to remain the property of the providing Party. Unless expressly set forth herein, nothing contained in this Agreement shall be construed as granting a license or other rights to any Party with respect to any such Information, whether by implication, estoppel or otherwise.

Section 6.8 Personal Data.

(a) The Parties acknowledge that (i) Flex is a Data Controller with respect to the Processing of the Flex Personal Data prior to and after the Operative Time; (ii) Flex and Nextracker OpCo are separate Data Controllers with respect to the Processing of Nextracker Personal Data prior to the Operative Time; and (iii) Nextracker OpCo remains a Data Controller with respect to the Processing of the Nextracker Personal Data from and after the Operative Time. As such, from and after the Operative Time, Nextracker OpCo shall comply with the requirements of Data Protection Laws applicable to Data Controllers in connection with the Nextracker Personal Data and this Agreement and shall not knowingly do anything or permit anything to be done which might lead to a breach by Flex or its Affiliates of the Data Protection Laws.

(b) Both Parties shall cooperate to ensure that their Processing of Personal Data hereunder does and will comply with all applicable Data Protection Laws and take all reasonable precautions to avoid acts that place the other Party in breach of its obligations under any applicable Data Protection Laws. Nothing in this Section 6.8 shall be deemed to prevent any Party from taking the steps it reasonably deems necessary to comply with any applicable Data Protection Laws.

Section 6.9 Other Agreements. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

ARTICLE VII

FINANCIAL AND OTHER COVENANTS

Section 7.1 Disclosure and Financial Controls. Each of Nextracker OpCo and Nextracker PubCo agrees that, for so long as Flex is required to consolidate the results of operations and financial position of any member of the Nextracker Group or to account for its investment in any member of the Nextracker Group under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements):

(a) Disclosure and Financial Controls.

(i) Nextracker PubCo and Nextracker OpCo shall, and shall cause each other member of the Nextracker Group to, maintain, as of and after the Operative Date, disclosure controls and procedures and internal control over financial reporting as defined in Rule 13a-15 under the Exchange Act;

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(ii) From and after the IPO Effective Date, Nextracker PubCo shall cause each of its principal executive and principal financial officers to sign and deliver certifications to Nextracker PubCo’s periodic reports and shall include the certifications in Nextracker PubCo’s periodic reports, in each case, as and when required pursuant to Rule 13a-14 under the Exchange Act and Item 601 of Regulation S-K;

(iii) From and after the IPO Effective Date, Nextracker PubCo shall comply with its obligations under Sections 302 and 404 of the Sarbanes-Oxley Act of 2002;

(iv) From and after the IPO Effective Date, Nextracker PubCo shall cause its management to evaluate Nextracker PubCo’s disclosure controls and procedures and internal control over financial reporting (including any change in internal control over financial reporting) as and when required pursuant to Rule 13a-15 under the Exchange Act;

(v) From and after the IPO Effective Date, Nextracker PubCo shall disclose in its periodic reports filed with the Commission information concerning Nextracker PubCo management’s responsibilities for and evaluation of Nextracker PubCo’s disclosure controls and procedures and internal control over financial reporting (including the annual management report and attestation report of Nextracker PubCo’s independent auditors relating to internal control over financial reporting) as and when required under Items 307 and 308 of Regulation S-K and other applicable Commission rules; and

(vi) Each of Nextracker OpCo and Nextracker PubCo shall, and shall cause each other member of the Nextracker Group to, maintain as of and after the Operative Date internal systems and procedures that shall provide reasonable assurance that (w) the Financial Statements are reliable and timely prepared in accordance with GAAP and applicable Law; (x) all transactions of members of the Nextracker Group are recorded as necessary to permit the preparation of the Financial Statements; (y) the receipts and expenditures of members of the Nextracker Group are authorized at the appropriate level within Nextracker PubCo or Nextracker OpCo, and (z) unauthorized use or disposition of the assets of any member of the Nextracker Group that could have a material effect on the Financial Statements is prevented or detected in a timely manner.

It is understood and agreed that references in this Section 7.1(a) to reporting or other obligations of Nextracker PubCo from and after the IPO Effective Date shall be deemed to assume, for purposes hereof, that Nextracker PubCo is subject to the same rules and regulations as Flex.

(b) Fiscal Year. Each of Nextracker OpCo and Nextracker PubCo shall, and shall cause each member of the Nextracker Group organized in the U.S. to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as Flex’s fiscal year and fiscal quarters commence and end, and maintain monthly accounting periods that commence and end on the same calendar days as Flex’s monthly accounting periods commence and end. Each of Nextracker OpCo and Nextracker PubCo shall, and shall cause each other member of the Nextracker Group organized outside the U.S. to, maintain a fiscal year and fiscal quarters that commence and end on the same calendar days as the fiscal year and fiscal quarters of the corresponding members of the Flex Group (if any) organized outside the U.S. commences and ends, and maintain monthly accounting periods that commence and end on the same calendar days as the monthly accounting periods of the corresponding members of the Flex Group (if any) organized outside the U.S. commence and end.

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(c) Monthly and Quarterly Financial Information. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall:

(i) deliver or make available to Flex a consolidated income statement and balance sheet, or the information required to prepare a consolidated income statement and balance sheet, on a monthly basis for Nextracker OpCo or Nextracker PubCo, as applicable, for such period in the same format and manner, with the same detail, and in the same timeframe, as the Nextracker Business delivered or made available such information to Flex prior to the Operative Date (such practices, the “Financial Delivery Practices”)

(ii) deliver or make available to Flex a consolidated income statement and balance sheet and supplemental data related to cash flows, or the information required to prepare a consolidated income statement and balance sheet and supplemental data related to cash flows, and other necessary disclosures on a quarterly basis in accordance with the Financial Delivery Practices;

(iii) be responsible for reviewing its results and data and for informing Flex immediately of any post-closing adjustments that come to its attention;

(iv) provide final sign-off of its results, using Flex’s materiality standards, no later than 12 Business Days after the quarterly close period end for the income statement, balance sheet and supplemental data, in each case unless otherwise directed by Flex; and

(v) no later than five Business Days prior to Flex’s filing of its quarterly financial statements with the Commission, deliver to Flex a certification executed by the Chief Executive Officer and Chief Financial Officer of Nextracker OpCo or Nextracker PubCo, as the case may be, that the quarterly financials and internal controls appropriately represent the financial position and current financial reporting controls of Nextracker OpCo or Nextracker PubCo, as applicable.

(d) Quarterly Financial Statements. From and after the IPO Effective Date, as soon as practicable, in accordance with the Financial Delivery Practices, Nextracker PubCo shall deliver to Flex drafts of (i) the consolidated financial statements of the Nextracker Group (and notes thereto) for each fiscal quarter and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of Nextracker PubCo the consolidated figures (and notes thereto) for the corresponding quarter and periods of the previous fiscal year and all in reasonable detail and prepared in accordance with Article 10 of Regulation S-X and GAAP; and (ii) a discussion and analysis by management of the Nextracker Group’s financial condition and results of operations for such fiscal quarter, including an explanation of any material period-to-period changes and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Item 303(b) of Regulation S-K; provided, however, that Nextracker PubCo shall deliver such information at a

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specified, earlier time upon Flex’s written request with at least 20 days’ advance notice. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Quarterly Financial Statements.” From and after the IPO Effective Date, no later than five Business Days prior to the date Nextracker PubCo publicly files the Quarterly Financial Statements with the Commission or otherwise makes such Quarterly Financial Statements publicly available, Nextracker PubCo shall deliver to Flex the final form of the Quarterly Financial Statements and certifications thereof by the principal executive and financial officers of Nextracker PubCo in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Flex; provided, however, that Nextracker PubCo may continue to revise such Quarterly Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes shall be delivered by Nextracker PubCo to Flex as soon as practicable, and in any event within 12 hours of making any such corrections or changes; provided, further, that Flex’s and Nextracker PubCo’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Nextracker PubCo may consider making to its Quarterly Financial Statements and related disclosures during the five Business Days immediately prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Flex’s financial statements or related disclosures. Without limiting the foregoing, Nextracker PubCo shall consult with Flex regarding Flex’s comments on the Quarterly Financial Statements and related disclosures and shall accept all of Flex’s comments on such Quarterly Financial Statements and related disclosures except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Quarterly Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Nextracker PubCo by Flex or the Transactions, shall be filed with the Commission or otherwise made public by any Nextracker Group member without the prior written consent of Flex. Notwithstanding anything to the contrary in this Section 7.1(d), Nextracker PubCo shall not file its Quarterly Financial Statements with the Commission prior to the time that Flex files the Flex quarterly financial statements with the Commission unless otherwise required by applicable Law.

(e) Annual Financial Statements. From and after the IPO Effective Date, on an annual basis, in accordance with the Financial Delivery Practices, Nextracker PubCo shall deliver to Flex an income statement and balance sheet and supplemental data related to cash flows and other necessary disclosures for such fiscal year in such format and detail as Flex may request. Nextracker PubCo shall be responsible for reviewing its results and data and for informing Flex immediately of any post-closing adjustments in excess of $2,000,000 pre-tax that come to its attention. From and after the IPO Effective Date, Nextracker PubCo must provide final sign-off of its results, using Flex’s materiality standards, no later than 15 Business Days after the annual close period end for the income statement, the balance sheet and supplemental data, in each case unless otherwise directed by Flex. A certification shall be provided by the Chief Executive Officer and Chief Financial Officer of Nextracker PubCo pertaining to the internal controls no later than five Business Days prior to Flex’s filing of its audited annual financial statements (the “Flex Annual Statements”) with the Commission. From and after the IPO Effective Date, as soon as practicable, and in any event no later than 20 Business Days prior to the date on which Flex has notified Nextracker PubCo that Flex intends to file its annual report on Form 10-K or other document containing annual financial statements with the Commission, Nextracker PubCo shall deliver to Flex any financial and other information and data with respect to the Nextracker Group and its business, properties, financial position, results of operations and prospects as is reasonably

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requested by Flex in connection with the preparation of Flex’s financial statements and annual report on Form 10-K. From and after the IPO Effective Date, as soon as practicable, and in any event no later than ten Business Days prior to the date on which Nextracker PubCo is required to file an annual report on Form 10-K or other document containing its Annual Financial Statements (as defined below) with the Commission, Nextracker PubCo shall deliver to Flex (i) drafts of the consolidated financial statements of the Nextracker Group (and notes thereto) for such year, setting forth in each case in comparative form the consolidated figures (and notes thereto) for the previous fiscal years and all in reasonable detail and prepared in accordance with Regulation S-X and GAAP; and (ii) a discussion and analysis by management of the Nextracker Group’s financial condition and results of operations for such year, including an explanation of any material period-to-period change and any off-balance sheet transactions, all in reasonable detail and prepared in accordance with Items 303(a) and 305 of Regulation S-K. The information set forth in clauses (i) and (ii) above is referred to in this Agreement as the “Annual Financial Statements.” Nextracker PubCo shall deliver to Flex all revisions to such drafts as soon as any such revisions are prepared or made. From and after the IPO Effective Date, no later than five Business Days prior to the date Nextracker publicly files the Annual Financial Statements with the Commission or otherwise makes such Annual Financial Statements publicly available, Nextracker PubCo shall deliver to Flex the final form of its annual report on Form 10-K and certifications thereof by the principal executive and financial officers of Nextracker PubCo in the forms required under Commission rules for periodic reports and in form and substance satisfactory to Flex; provided, however, that Nextracker PubCo may continue to revise such Annual Financial Statements prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes shall be delivered by Nextracker PubCo to Flex as soon as practicable, and in any event within 12 hours of making any such corrections or changes; provided, further, that Flex’s and Nextracker PubCo’s legal and financial representatives shall actively consult with each other regarding any changes (whether or not substantive) which Nextracker PubCo may consider making to its Annual Financial Statements and related disclosures during the five Business Days immediately prior to any anticipated filing with the Commission. Without limiting the foregoing, Nextracker PubCo shall consult with Flex regarding Flex’s comments on the Annual Financial Statements and related disclosures and shall accept all of Flex’s comments on such Annual Financial Statements and related disclosures except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Annual Financial Statement or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Nextracker PubCo by Flex or the Transactions shall be filed with the Commission or otherwise made public by any Nextracker Group member without the prior written consent of Flex. Notwithstanding anything to the contrary in this Section 7.1(e), Nextracker PubCo shall not file its Annual Financial Statements with the Commission prior to the time that Flex files the Flex Annual Statements with the Commission unless otherwise required by applicable Law.

(f) Affiliate Financial Statements. From and after the IPO Effective Date, Nextracker PubCo shall deliver to Flex all quarterly financial statements and annual financial statements of each Affiliate of Nextracker PubCo which is itself required to file financial statements with the Commission or otherwise make such financial statements publicly available, with such financial statements to be provided in the same manner and detail and on the same time schedule as Quarterly Financial Statements and Annual Financial Statements required to be delivered to Flex pursuant to this Section 7.1.

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(g) Conformance with Flex Financial Presentation. All information provided by any member of the Nextracker Group to Flex or filed with the Commission pursuant to Section 7.1(c) through (f) inclusive shall be consistent in terms of format and detail and otherwise with Flex’s policies with respect to the application of GAAP and practices in effect on the Operative Date with respect to the provision of such financial information by such member of the Nextracker Group to Flex (and, where appropriate, as presently presented in financial reports to the Flex Board), with such changes therein as may be requested by Flex from time to time consistent with changes in such accounting principles and practices, including any changes in the interpretation or application of GAAP.

(h) Nextracker Reports Generally. From and after the IPO Effective Date, Nextracker PubCo shall, and shall cause each other member of the Nextracker Group that files information with the Commission to, deliver to Flex: (i) substantially final drafts, as soon as the same are prepared, of (A) all reports, notices and proxy and information statements to be sent or made available by such member(s) of the Nextracker Group to its or their respective security holders, (B) all regular, periodic and other reports to be filed or furnished under Sections 13, 14, 15 and 16 of the Exchange Act and the rules and regulations thereunder (including reports on Forms 10-K, 10-Q and 8-K, annual reports to stockholders, and Forms 3, 4 and 5 and amendments thereto with respect to Nextracker Common Stock (“Section 16 Reports”)), and (C) all registration statements and prospectuses to be filed by any such member of the Nextracker Group with the Commission or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (A), (B) and (C) are referred to in this Agreement as “Nextracker Public Documents”); and (ii) as soon as practicable, but in no event later than five Business Days (other than with respect to Form 8-Ks or Section 16 Reports) prior to the earliest of the dates the same are printed, sent or filed, current drafts of all such Nextracker Public Documents and, with respect to Form 8-Ks and Section 16 Reports, as soon as practicable, but in no event later than three Business Days prior to the earliest date the same are filed in the case of planned Form 8-Ks, and as soon as practicable, but in no event less than two hours prior to the filing, in the case of unplanned Form 8-Ks and Section 16 Reports; provided, however, that Nextracker PubCo may continue to revise such Nextracker Public Documents prior to the filing thereof in order to make corrections and non-substantive changes, which corrections and changes shall be delivered by Nextracker PubCo to Flex as soon as practicable, and in any event within 12 hours of making any such corrections or changes; provided, further, that the legal and financial representatives of Flex and Nextracker PubCo shall actively consult with each other regarding any changes (whether or not substantive) which Nextracker PubCo may consider making to any of its Nextracker Public Documents and related disclosures prior to any anticipated filing with the Commission, with particular focus on any changes which would have an effect upon Flex’s financial statements or related disclosures. Without limiting the foregoing, Nextracker PubCo shall consult with Flex regarding Flex’s comments on the Nextracker Public Documents and shall accept all of Flex’s comments on such Nextracker Public Documents except to the extent such comments are inconsistent with applicable Law or GAAP. In addition to the foregoing, no Nextracker Public Document or any other document which refers to, or contains information not previously publicly disclosed with respect to the ownership of Nextracker PubCo by Flex or the Transactions shall be filed with the Commission or otherwise made public by any Nextracker Group member without the prior written consent of Flex.

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(i) Budgets and Financial Projections. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall, as promptly as practicable, deliver to Flex copies of all annual budgets and financial projections (consistent in terms of format and detail with Flex’s historical practices, except as mutually agreed upon by the Parties) relating to Nextracker OpCo or Nextracker PubCo, as applicable, on a consolidated basis and shall provide Flex an opportunity to meet with management to discuss such budgets and projections. In addition, to the extent requested by Flex, Nextracker OpCo or Nextracker PubCo shall participate in Flex’s annual strategic review planning and other similar meetings and processes in a manner consistent with past practices or with such changes as Flex may reasonably request.

(j) Other Information. With reasonable promptness, Nextracker OpCo and Nextracker PubCo shall deliver to Flex such additional financial and other information and data with respect to the Nextracker Group and their business, properties, financial positions, results of operations and prospects as from time to time may be requested by Flex.

(k) Press Releases and Similar Information. From and after the IPO Effective Date, Nextracker PubCo and Flex shall consult with each other as to the timing of their annual and quarterly earnings releases and any interim financial guidance for a current or future period and shall give each other the opportunity to review the information therein relating to the Nextracker Group and to comment thereon. From and after the IPO Effective Date, Flex and Nextracker PubCo shall coordinate the timing of (i) their respective earnings release conference calls; and (ii) their respective public earnings release issuance and filings with the Commission, in each case as directed by Flex. No later than one Business Day prior to the time and date Nextracker PubCo intends to publish its regular annual or quarterly earnings release or any financial guidance for a current or future period, Nextracker PubCo shall deliver to Flex copies of substantially final drafts of all related press releases and other statements to be made available by any member of the Nextracker Group or to the public concerning any matters that could be reasonably likely to have a material financial impact on the earnings, results of operations, financial condition or prospects of any member of the Nextracker Group. In addition, from and after the IPO Effective Date, prior to the issuance of any such press release or public statement that meets the criteria set forth in the preceding sentence, the issuing Party shall consult with the other Party regarding any changes (other than typographical or other similar minor changes) to such substantially final drafts, and immediately following the issuance thereof, the issuing Party shall deliver to the other Party copies of final drafts of all press releases and other public statements. The Nextracker Group shall obtain the written consent of Flex prior to issuing any press releases or otherwise making public statements with respect to the Transactions or any of the other transactions contemplated hereby and prior to making any filings with any Governmental Entity with respect thereto, other than, in each case, with respect to disclosures made that are substantially consistent with disclosure contained in any IPO Disclosure.

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(l) Cooperation on Flex Filings. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date:

(i) shall cooperate fully, and cause Nextracker Auditors to cooperate fully, with Flex to the extent requested by Flex in the preparation of Flex’s public earnings or other press releases, quarterly reports on Form 10-Q, annual reports to stockholders, annual reports on Form 10-K, any current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by Flex with the Commission, any national securities exchange or otherwise made publicly available (collectively, the “Flex Public Filings”);

(ii) shall provide to Flex all information that Flex requests in connection with any Flex Public Filings or that, in the judgment of Flex’s counsel, is required to be disclosed or incorporated by reference therein under any Law in a timely manner on the dates requested by Flex (which may be earlier than the dates on which a member of the Nextracker Group otherwise would be required hereunder to have such information available) to enable Flex to prepare, print and release all Flex Public Filings on such dates as Flex shall determine but in no event later than as required by applicable Law;

(iii) use its commercially reasonable efforts to cause Nextracker Auditors to consent to any reference to them as experts in any Flex Public Filings required under any Law;

(iv) if and to the extent requested by Flex, shall diligently and promptly review all drafts of such Flex Public Filings and prepare in a diligent and timely fashion any portion of such Flex Public Filing pertaining to the Nextracker Group; and

(v) if requested by Flex prior to any printing or public release of any Flex Public Filing, cause an appropriate executive officer to certify that the information relating to any member of the Nextracker Group or the Nextracker Business in such Flex Public Filing is accurate, true, complete and correct in all material respects.

Unless required by Law, neither Nextracker OpCo nor Nextracker PubCo shall publicly release any financial or other information which conflicts with the information with respect to any member of the Nextracker Group or the Nextracker Business that is included in any Flex Public Filing without Flex’s prior written consent. From and after the IPO Effective Date, prior to the release or filing thereof, Flex shall provide the Nextracker Group with a draft of any portion of a Flex Public Filing containing information relating to the Nextracker Group and shall give the Nextracker Group an opportunity to review such information and comment thereon; provided that Flex shall determine in its sole and absolute discretion the final form and content of all Flex Public Filings.

Section 7.2 Auditors and Audits; Annual Statements and Accounting. Each of Nextracker OpCo and Nextracker PubCo agrees that: (i) for so long as Flex is required to consolidate the results of operations and financial position of any member of the Nextracker Group or to account for its investment in any member of the Nextracker Group under the equity method of accounting (determined in accordance with GAAP and consistent with Commission reporting requirements) (such period, which shall be extended if and for so long as any amendments to, or restatements or modifications of, any Flex Public Filings made during such period are necessary, an “Applicable Period”); (ii) for purposes of Section 7.2(a) only, for so long as services are being provided under the Transition Services Agreement, it shall comply with the following additional obligations; or (iii) for so long as (x) no Flex Designee is then serving as a director on the Nextracker PubCo Board and (y) the Flex Group Beneficially Owns five percent or more of the outstanding shares of Nextracker Class A Common Stock:

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(a) Selection of Nextracker Auditors. Unless required by Law or directed by Flex, Nextracker PubCo shall not select an accounting firm other than Deloitte & Touche LLP (or its affiliate accounting firms) to serve as its independent certified public accountants (“Nextracker Auditors”) without Flex’s prior written consent. Notwithstanding the foregoing, Nextracker PubCo shall obtain the approval of Flex prior to engaging Deloitte & Touche LLP (or its affiliate accounting firms) for any non-audit services, including any such services that may affect the accounting firm’s independence.

(b) Audit Timing. Beginning with the fiscal year ended March 31 in which the IPO Effective Date occurs (the “First Fiscal Year”), Nextracker PubCo shall use its best efforts to enable Nextracker Auditors to complete their audit for the First Fiscal Year such that they shall date their opinion on the Annual Financial Statements on the same date that Flex’s independent certified public accountants (“Flex Auditors”) date their opinion on the Flex Annual Statements, and to enable Flex to meet its timetable for the printing, filing and public dissemination of the Flex Annual Statements, all in accordance with Section 7.1(a) hereof and as required by applicable Law.

(c) Quarterly Review. Beginning in the First Fiscal Year, Nextracker PubCo shall use its best efforts to enable Flex Auditors to complete their quarterly review procedures on the Quarterly Financial Statements on the same date that Flex Auditors complete their quarterly review procedures on Flex’s quarterly financial statements.

(d) Information Needed by Flex. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall provide to Flex on a timely basis all information that Flex requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Flex Annual Statements in accordance with Section 7.1(a) hereof and as required by applicable Law. Without limiting the generality of the foregoing, the Nextracker Group shall provide all required financial information with respect to the Nextracker Group to Nextracker Auditors in a sufficient and reasonable time and in sufficient detail to permit Nextracker Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Flex Auditors with respect to information to be included or contained in the Flex Annual Statements.

(e) Access to Nextracker Auditors. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall cause the Nextracker Group to authorize Nextracker Auditors to make available to the Flex Auditors both the personnel who performed, or are performing, the annual audit and quarterly reviews of Nextracker OpCo and Nextracker PubCo and work papers related thereto, in all cases within a reasonable time prior to Nextracker Auditors’ opinion date, so that the Flex Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Nextracker Auditors as it relates to the Flex Auditors’ report on Flex’s statements, all within sufficient time to enable Flex to meet its timetable for the printing, filing and public dissemination of the Flex Annual Statements.

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(f) Access to Records. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall provide Flex Auditors and Flex’s other representatives, including Flex’s internal auditors, with access to the Nextracker Group’s books and records so that Flex may conduct audits relating to the financial statements provided by Nextracker OpCo or Nextracker PubCo under this Agreement as well as to the internal accounting controls and operations of the Nextracker Group.

(g) Operating Review Process. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall conduct its strategic and operational review process on a schedule that is consistent with that of Flex’s. As a supplement to the information furnished by any member of the Nextracker Group to Flex pursuant to Section 7.1, the Nextracker Group shall allow Flex to conduct its strategic and operational reviews of the Nextracker Group through participation in meetings or other activities of the Nextracker OpCo Board or the Nextracker PubCo Board by the Flex Designees or otherwise as requested by Flex outside of such meetings or other activities of the Nextracker OpCo Board or the Nextracker PubCo Board. To facilitate Flex’s participation in the process in this manner, each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall hold all of its regularly scheduled board meetings at which its strategic and operational reviews are discussed within a time frame consistent with Flex’s strategic and operational review process. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall also, and shall cause each other member of the Nextracker Group to, allow Flex to conduct all other reviews of the Nextracker Group’s operations, affairs, finances or results (other than those required to comply with applicable financial reporting requirements or its customary financial reporting practices) through participation in meetings or other activities of the Nextracker OpCo Board or the Nextracker PubCo Board by the Flex Designees or otherwise as requested by Flex outside of such meetings or other activities of the Nextracker OpCo Board or the Nextracker PubCo Board. In connection with strategic, operational or other reviews, relevant Flex personnel other than the Flex Designees may participate at Flex’s invitation. Flex shall notify Nextracker OpCo or Nextracker PubCo, as applicable, in advance of any such additional attendees.

(h) Notice of Changes. (i) From and after the Operative Date up to and including the IPO Effective Date, Nextracker OpCo shall give Flex as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, Nextracker OpCo’s accounting estimates or accounting principles from those in effect on the Operative Date; and (ii) from and after the IPO Effective Date, Nextracker PubCo shall give Flex as much prior notice as reasonably practicable of any proposed determination of, or any significant changes in, Nextracker PubCo’s accounting estimates or accounting principles from those in effect on the IPO Effective Date. Each of Nextracker OpCo and Nextracker PubCo shall consult with Flex and, if requested by Flex, Nextracker OpCo or Nextracker PubCo, as applicable, shall consult with the Flex Auditors with respect thereto. Neither Nextracker OpCo nor Nextracker PubCo shall make any such determination or changes without Flex’s prior written consent (which it may withhold in its sole discretion) if such a determination or a change would be sufficiently material to be required to be disclosed in Nextracker PubCo’s or Flex’s financial statements as filed with the Commission or otherwise publicly disclosed therein.

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(i) Accounting Changes Requested by Flex. Notwithstanding Section 7.2(h), each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall make any changes in its accounting practices or accounting principles, including any changes in the interpretation or application of GAAP, that are requested by Flex in order for Nextracker PubCo’s accounting practices and principles to be consistent with those of Flex.

(j) Special Reports of Deficiencies or Violations. Each of Nextracker OpCo, from and after the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo, from and after the IPO Effective Date, shall report in reasonable detail to Flex the following events or circumstances promptly (and in any event within 48 hours) after any executive officer of Nextracker PubCo or any member of the Nextracker PubCo Board becomes aware of such matter: (A) all material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect Nextracker OpCo’s or Nextracker PubCo’s ability to record, process, summarize and report financial information; (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Nextracker OpCo’s or Nextracker PubCo’s internal controls over financial reporting; (C) any illegal act within the meaning of Section 10A(b) and (f) of the Exchange Act; and (D) any other material violation of Law (including any violation of law that an attorney representing any member of the Nextracker Group has formally reported to any officers or directors of Nextracker PubCo pursuant to the Commission’s attorney conduct rules (17 C.F.R. Part 205)).

Section 7.3 Nextracker PubCo Board Representation.

(a) Following the IPO Effective Date, and: (i) for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, at least 50% or more of the combined voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Flex shall have the right, but not the obligation, to designate for nomination by the Nextracker PubCo Board (or any nominating committee thereof) for election to the Nextracker PubCo Board (each person so designated, a “Flex Designee”) a majority of the Total Number of Directors, including the chairman of the Nextracker PubCo Board; (ii) for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, at least 40% or more, but less than 50% of the combined voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Flex shall have the right, but not the obligation, to designate for nomination by the Nextracker PubCo Board (or any nominating committee thereof) for election to the Nextracker PubCo Board at least 40% of the Total Number of Directors; (iii) or so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, at least 30% or more, but less than 40% of the combined voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Flex shall have the right, but not the obligation, to designate for nomination by the Nextracker PubCo Board (or any nominating committee thereof) for election to the Nextracker PubCo Board at least 40% of the Total Number of Directors; (iv) for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, at least 20% or more, but less than

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30% of the combined voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Flex shall have the right, but not the obligation, to designate for nomination by the Nextracker PubCo Board (or any nominating committee thereof) for election to the Nextracker PubCo Board at least 30% of the Total Number of Directors; and (v) for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, at least 10% or more, but less than 20% of the combined voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Flex shall have the right, but not the obligation, to designate for nomination by the Nextracker PubCo Board (or any nominating committee thereof) for election to the Nextracker PubCo Board at least 20% of the Total Number of Directors, in each case to the extent such designee are permitted to serve on the Nextracker PubCo Board under the applicable rules of the Commission (giving effect to any “controlled company” exemption applicable thereto).

(b) For so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, Nextracker PubCo shall take advantage of all available “controlled company” exemptions under the rules of the stock exchange on which Nextracker PubCo’s shares are listed, including exemptions from compliance with certain corporate governance requirements relating to director independence. Commencing with the annual meeting of stockholders of Nextracker PubCo to be held for the First Fiscal Year and prior to each annual meeting of stockholders of Nextracker PubCo thereafter, Flex shall be entitled to present to the Nextracker PubCo Board or any nominating committee thereof for nomination thereby such number of Flex Designees for election to the Nextracker PubCo Board (or if there is a classified board, the class of directors up for election) at such annual meeting as would result in Flex having the appropriate number of Flex Designees on the Nextracker PubCo Board as determined pursuant to this Section 7.3.

(c) Nextracker PubCo shall at all such times exercise all authority under applicable Law and cause all such Flex Designees to be nominated for election as members of the Nextracker PubCo shall cause each Flex Designee for election to the Nextracker PubCo Board to be included in the slate of nominees recommended by the Nextracker PubCo Board to holders of Nextracker PubCo Voting Stock (including at any special meeting of stockholders held for the election of directors) and shall use best efforts to cause the election of each such Flex Designee, including soliciting proxies in favor of the election of such persons. In the event that any Flex Designee elected to the Nextracker PubCo Board shall cease to serve as a director for any reason, the vacancy resulting therefrom shall be filled by the Nextracker PubCo Board with a substitute Flex Designee. In the event that as a result of any increase in the size of the Nextracker PubCo Board, Flex is entitled to have one or more additional Flex Designees elected to the Nextracker PubCo Board pursuant to this Section 7.3, the Nextracker PubCo Board shall appoint the appropriate number of such additional Flex Designees.

(d) In the event that Flex has nominated less than the total number of Flex Designees that Flex shall be entitled to nominate under this Section 7.3, Flex shall have the right, at any time, to nominate such additional Flex Designees to which it is entitled, in which case, Nextracker PubCo and the Nextracker PubCo Board shall take all necessary corporate action, to the fullest extent permitted by applicable Law, (i) to enable Flex to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Nextracker PubCo Board, or otherwise and (ii) to effect the election or appointment of such additional individuals nominated by Flex to fill such newly-created directorships or to fill any other existing vacancies.

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Section 7.4 Committees.

(a) From and after the IPO Effective Date and for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, any committee of the Nextracker PubCo Board shall, unless Flex consents otherwise, be composed of directors at least a majority of which are Flex Designees; provided that the Flex Designees on any committee of the Nextracker PubCo Board shall comply with the applicable director independence requirements under applicable Law, after taking into account all available “controlled company” exemptions under the rules of the stock exchange on which Nextracker PubCo’s shares are listed.

(b) From and after the IPO Effective Date and for so long as the Flex Group Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, less than a majority but at least five percent of the total voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors, each committee of the Nextracker PubCo Board shall, unless Flex consents otherwise, include at least one Flex Designee; provided that the Flex Designees on any committee of the Nextracker PubCo Board shall comply with the applicable director independence requirements under applicable Law.

Section 7.5 Other Covenants. In addition to the other covenants contained in this Agreement and the Ancillary Agreements, Nextracker PubCo and Nextracker OpCo, as applicable, hereby covenant and agree that, (i) in the case of Nextracker OpCo, from the Operative Time for so long as Flex Beneficially Owns a majority of the then outstanding Nextracker OpCo Common Units; and (ii) in the case of Nextracker PubCo, from and after the IPO Effective Date for so long as Flex Beneficially Owns shares of Nextracker PubCo Voting Stock representing, in the aggregate, a majority of the total voting power of the then outstanding Nextracker PubCo Voting Stock with respect to the election of directors:

(a) Neither Nextracker OpCo nor Nextracker PubCo shall, without the prior written consent of Flex, take, or cause to be taken, directly or indirectly, any action, including making or failing to make any election under the Law of any state, which has the effect, directly or indirectly, of restricting or limiting the ability of Flex to freely sell, transfer, assign, pledge or otherwise dispose of shares of Nextracker OpCo Common Units or Nextracker Common Stock, as applicable, or would restrict or limit the rights of any transferee of Flex as a holder of Nextracker OpCo Common Units or Nextracker Common Stock, other than any such restrictions or limitations expressly set forth in the governing documents of Nextracker OpCo in effect as of the Operative Date. Without limiting the generality of the foregoing, Nextracker PubCo shall not, without the prior written consent of Flex, (i) adopt or thereafter amend, supplement, restate, modify or alter any stockholder rights plan in any manner that would result in (A) an increase in the ownership of Nextracker Common Stock by Flex causing the rights thereunder to detach or become exercisable, and/or (B) Flex and its transferees not being entitled to the same rights thereunder as other holders of Nextracker Common Stock; or (ii) take any action, or take any action to recommend to its

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stockholders any action, which would among other things, limit the legal rights of, or deny any benefit to, Flex as a Nextracker PubCo stockholder either (A) solely as a result of the amount of Nextracker Common Stock owned by Flex, or (B) in a manner not applicable to Nextracker PubCo stockholders generally;

(b) Neither Nextracker OpCo nor Nextracker PubCo shall, without the prior written consent of Flex, amend, modify or repeal (whether by merger, consolidation or otherwise) any provision of the Charter, the Bylaws or equivalent organizational documents of the Nextracker Group in a manner that adversely affects any member of the Flex Group;

(c) Neither Nextracker OpCo nor Nextracker PubCo shall, without the prior written consent of Flex, make any payment or declaration of any dividend or other distribution on any Nextracker Securities or enter into any recapitalization transaction, the primary purpose of which is to pay a dividend, other than as expressly authorized in the governing documents of Nextracker OpCo in effect as of the Operative Date;

(d) Except with respect to those shares of Nextracker Class A Common Stock approved for issuance by the Nextracker PubCo Board (or a committee thereof) and its stockholders pursuant to the 2022 Nextracker LLC Equity Incentive Plan, Nextracker PubCo will not, without the prior written consent of Flex, issue any Nextracker Securities; provided, that in no case shall any issuance (including any issuance of Nextracker Securities pursuant to the 2022 Nextracker LLC Equity Incentive Plan or any other benefit plans or arrangements approved by the Nextracker PubCo Board) result in Flex owning directly or indirectly less than a majority of the outstanding shares of Nextracker Class A Common Stock (on a fully-diluted basis) after the IPO Effective Date. Prior to the Disposition Date, Nextracker PubCo shall not, without the prior written consent of Flex, issue any share of Nextracker PubCo Non-Voting Stock;

(e) Nextracker OpCo shall not, without the prior written consent of Flex, enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution or Other Disposition, the Merger or exchanges pursuant to the Exchange Agreement), that could reasonably be expected to result in Newco owning directly or indirectly less than 51% of the Nextracker OpCo Common Units.

(f) To the extent that Flex is a party to any Contracts that provide that certain actions or inactions of Flex Affiliates (which for purposes of such Contract include any member of the Nextracker Group) may result in Flex being in breach of or in default under such Contracts and Flex has advised Nextracker OpCo of the existence, and has furnished Nextracker OpCo with copies, of such Contracts (or the relevant portions thereof), neither Nextracker OpCo nor Nextracker PubCo will take or fail to take, as applicable, and Nextracker OpCo and Nextracker PubCo will cause the other members of the Nextracker Group not to take or fail to take, as applicable, any actions that reasonably could result in Flex being in breach of or in default under any such Contract. The Parties acknowledge and agree that from time to time Flex may in good faith enter into additional Contracts or amendments to existing Contracts that provide that certain actions or inactions of the Flex Group and its Affiliates (including, for purposes of this Section 7.5(f), members of the Nextracker Group) may result in Flex being in breach of or in

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default under such Contracts. In such event, provided Flex has notified Nextracker of such additional Contracts or amendments to existing Contracts, neither Nextracker OpCo nor Nextracker PubCo will thereafter take or fail to take, as applicable, and each of Nextracker OpCo and Nextracker PubCo shall cause the other members of the Nextracker Group not to take or fail to take, as applicable, any actions that reasonably could result in Flex being in breach of or in default under any such additional Contracts or amendments to existing Contracts. Flex acknowledges and agrees that Nextracker OpCo or Nextracker PubCo, as applicable, shall not be deemed in breach of this Section 7.5(f) to the extent that, prior to being notified by Flex of an additional Contract or an amendment to an existing Contract pursuant to this Section 7.5(f), a Nextracker Group member already has taken or failed to take one or more actions that would otherwise constitute a breach of this Section 7.5(f) had such action(s) or inaction(s) occurred after such notification; provided that Nextracker does not, after notification by Flex, take any further action or fail to take any action that contributes further to such breach or default. Each of Nextracker OpCo and Nextracker PubCo agrees that any Information provided to it pursuant to this Section 7.5(f) will constitute Information that is subject to its respective obligations under Article VI;

(g) Without the prior written consent of Flex, no member of the Nextracker Group shall enter into any Contract that purports to bind or impose any obligations or Liabilities (including any non-competition, exclusivity, non-solicitation or similar obligations) on any member of the Flex Group (or any director, officer or employee of any member of the Flex Group);

(h) Without the prior written consent of Flex, neither Nextracker OpCo nor Nextracker PubCo will merge or consolidate with or into any other entity, or transfer (by lease, assignment, sale or otherwise) all or substantially all of the Nextracker Group’s assets, taken as a whole, to another entity or agree to undertake any transaction that would constitute a “Change of Control” as defined in the principal credit facilities or note indentures of Nextracker OpCo or Nextracker PubCo, as applicable (other than transactions among the Nextracker Group);

(i) Without the prior written consent of Flex, the Nextracker Group will not enter into any acquisition or disposition by any member of the Nextracker Group of (i) any properties or assets of any Person or Persons outside of the ordinary course of business consistent with past practices or of any equity interests of any Person or Persons, in each case, in one transaction or a series of related transactions or (ii) any properties or assets of any Person or Persons in the ordinary course of business consistent with past practices in one transaction or a series of related transactions where, with respect to this clause (ii), the aggregate amount of consideration for all such acquisitions or dispositions in any calendar year is equal to or more than $15 million;

(j) Without the prior written consent of Flex, the Nextracker Group will not hire or terminate any executive officer of Nextracker PubCo or Nextracker OpCo or designate any new executive officer of Nextracker PubCo or Nextracker OpCo;

(k) Without the prior written consent of Flex, the Nextracker Group will not effect any material change in the nature of the business of the Nextracker Group, taken as a whole;

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(l) From and after the IPO Effective Date, without the prior written consent of Flex, the Nextracker Group will not change the size of the Nextracker PubCo Board.

(m) For the duration of the Transition Services Agreement (but only to the extent that the Services provided by Flex under the Transition Services Agreement relate to making payments on behalf of Nextracker OpCo or Nextracker PubCo, as applicable, maintenance of books and records, or otherwise present, in Flex’s judgment, a potential risk to Flex under any applicable anti-corruption Law):

(i) Neither Nextracker OpCo nor Nextracker PubCo shall, and each shall cause each other member of the Nextracker Group not to, take any action directly or indirectly to (A) offer or pay, or authorize the offer or payment of, any money or anything of value, or (B) accept any payment referred to in clause (A), in each case, in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage;

(ii) Nextracker OpCo and Nextracker PubCo shall, and shall cause each other member of the Nextracker Group to, implement, maintain and enforce a compliance and ethics program in substance and form and effectiveness reasonably equivalent to Flex’s compliance and ethics program, designed to prevent and detect violations of applicable anti-corruption Laws throughout its operations (including Subsidiaries) and the operations of its contractors and sub-contractors; and

(iii) Nextracker OpCo and Nextracker PubCo shall, and shall cause each other member of the Nextracker Group to, implement, maintain and enforce, a system of adequate internal accounting controls designed to ensure the making and keeping of fair and accurate books, records and accounts.

Section 7.6 Flex Policies and Procedures. Prior to the Disposition Date and except as (a) otherwise agreed between the parties hereto from time to time, (b) set forth on Schedule 7.6 or (c) set forth in any Ancillary Agreement, each of Nextracker OpCo and Nextracker PubCo consistently shall, or shall cause the Nextracker Group to, implement and maintain Flex’s business practices and standards in accordance with the Flex policies and procedures in effect as of the Operative Date, as they may be amended or supplemented by Flex from time to time (and, in any such event, Flex shall provide notice to Nextracker OpCo and Nextracker PubCo of any such amendment or supplement in accordance with Section 10.6). Notwithstanding the foregoing, Nextracker OpCo and Nextracker PubCo, as applicable, may apply materiality thresholds that are lower than those contained in any such Flex policy and procedure. Notwithstanding anything contained in this Section 7.6 to the contrary, in circumstances where a provision of the Charter or the Bylaws, any Ancillary Agreement, or the governing documents of Nextracker OpCo in effect as of the Operative Date, on the one hand, and a Flex policy applicable to Subsidiaries of Flex, on the other hand, would each apply, the provision in the Charter, Bylaws, Ancillary Agreement or governing document of Nextracker OpCo shall control with respect to the Nextracker Group. For the avoidance of doubt, it is understood and agreed that neither Flex nor any member of the Flex Group shall be subject to any policies or procedures implemented by Nextracker OpCo or Nextracker PubCo, as applicable, including any policies, procedures or limitations (other than any applicable Laws) with respect to trading in Nextracker Securities.

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Section 7.7 Covenants Regarding the Incurrence of Indebtedness.

(a) Each of Nextracker OpCo and Nextracker PubCo covenants and agrees that, from and after the Operative Date until the later of the Disposition Date and Deconsolidation Date, neither Nextracker OpCo nor Nextracker PubCo shall, and each of Nextracker OpCo and Nextracker PubCo shall not permit any other member of the Nextracker Group to, without Flex’s prior written consent prior to an IPO, or without the prior approval of the board of directors of Nextracker PubCo following an IPO, directly or indirectly, incur any Nextracker Debt Obligations, other than pursuant to Nextracker Financing Arrangements and such other unsecured and uncommitted lines of credit made available to members of the Nextracker Group as of the Operative Date.

(b) In order to implement this Section 7.7, Nextracker OpCo shall from the Operative Date up to and including the IPO Effective Date, and Nextracker PubCo shall from and after the IPO Effective Date, notify Flex in writing as promptly as practicable following the time any member of the Nextracker Group determines it wishes to incur any Nextracker Debt Obligations for which Flex’s prior written consent is required.

Section 7.8 Applicability of Rights in the Event of an Acquisition of Nextracker. In the event Nextracker OpCo, from the Operative Date up to and including the IPO Effective Date, or Nextracker PubCo, from and after the IPO Effective Date, merges into, consolidates, sells substantially all of its assets to or otherwise becomes an Affiliate of a Person (other than Flex), pursuant to a transaction or series of related transactions in which Flex or any member of the Flex Group receives equity securities of such Person (or of any Affiliate of such Person) in exchange for Nextracker Securities held by Flex or any member of the Flex Group, all of the rights of Flex set forth in this Article VII shall continue in full force and effect and shall apply to the Person the equity securities of which are received by Flex pursuant to such transaction or series of related transactions (it being understood that all other provisions of this Agreement will apply to Nextracker OpCo or Nextracker PubCo, as applicable, notwithstanding this Section 7.8). Each of Nextracker OpCo and Nextracker PubCo agrees that, without the consent of Flex, it will not enter into any Contract which will have the effect set forth in the first clause of the preceding sentence, unless such Person agrees to be bound by the foregoing provision.

Section 7.9 Books and Records.

(a) Access. From and after the IPO Effective Date and for so long as (x) no Flex Designee is then serving as a director on the Nextracker PubCo Board and (y) the Flex Group beneficially owns five percent or more of the outstanding shares of Nextracker Class A Common Stock, Nextracker PubCo, upon the written request of any member of the Flex Group, shall, and shall cause the Nextracker Group to, provide the Flex Group with the following information and access to the extent requested by the Flex Group from time to time, (i) access to the Nextracker Group’s auditors, directors and officers, in each case, at reasonable times and upon reasonable prior notice, (ii) flash data within ten days after the end of each quarter and quarter-end reports within 30 days after the end of each quarter, each in a format reasonably requested by the Flex Group, (iii) copies of all materials provided to the Nextracker PubCo Board (or committee thereof) promptly after such materials are provided to directors of the Nextracker PubCo Board (or members of a committee thereof); provided that if the provision of such materials could reasonably

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result in the waiver of any Privilege (which cannot be addressed by a joint defense agreement or Common Interest Agreement), the Nextracker Group shall not be obligated to provide the portion of such materials that are the subject of such Privilege, (iv) information in advance with respect to any significant corporate actions, including, extraordinary dividends, stock redemptions or repurchases, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Charter or Bylaws or the organizational documents of any member of the Nextracker Group, and to provide the Flex Group with the right to consult with the Nextracker Group with respect to such actions, and (v) to the extent otherwise prepared by Nextracker PubCo, operating and capital expenditure budgets of the Nextracker Group (all such information so furnished pursuant to this Section 7.9, the “Permitted Information”). Notwithstanding the foregoing, the Permitted Information shall not include the commercial, competitively sensitive terms of any supply agreements by and between a member of the Nextracker Group, on the one hand, and a third-party supplier, on the other hand. Nextracker PubCo agrees to consider, in good faith, the recommendations of the Flex Group in connection with the matters on which Nextracker PubCo is consulted as described above. Subject to Section 7.2(b), any member of the Flex Group (and any party receiving Permitted Information from the Flex Group) who shall receive Permitted Information shall maintain the confidentiality of such Permitted Information.

(b) Sharing of Information. Individuals associated with the Flex Group may from time to time serve on the Nextracker OpCo Board, Nextracker PubCo Board or the equivalent governing body of any member of the Nextracker Group. Each of Nextracker OpCo and Nextracker PubCo, on its behalf and on behalf of its Subsidiaries, recognizes that such individuals (i) will from time to time receive non-public information concerning the Nextracker Group, and (ii) may (subject to the obligation to maintain the confidentiality of such information in accordance with Section 7.9(a)) share such information with other individuals associated with the Flex Group. Such sharing will be for the dual purpose of facilitating support to such individuals in their capacity as directors of the Nextracker OpCo Board or Nextracker PubCo Board (or members of the governing body of any Subsidiary) and enabling the Flex Group, as equityholders, to better evaluate the Nextracker Group’s performance and prospects. Each of Nextracker OpCo and Nextracker PubCo, on behalf of itself and its Subsidiaries, hereby irrevocably consents to such sharing.

Section 7.10 Transfer of Flex’s Rights Under Article VII. So long as the Flex Group together Beneficially Own in the aggregate, at least 20% of the then outstanding Nextracker OpCo Common Units or shares of Nextracker Common Stock, as applicable, each member of the Flex Group may transfer all or any portion of its rights under this Article VII to a transferee of any Nextracker Securities (a “Flex Transferee”); provided that such Flex Transferee will only have rights under this Article VII if and only for so long as such Flex Transferee Beneficially Owns at least 10% of the then outstanding Nextracker OpCo Common Units or shares of Nextracker Common Stock. Flex shall give written notice to Nextracker OpCo or Nextracker PubCo, as applicable, of its transfer of rights under this Article VII no later than 30 days after Flex enters into a binding agreement for such transfer of rights. Such notice shall state the name and address of the Flex Transferee and identify the amount of Nextracker Securities transferred and the scope of rights being transferred under this Article VII. In connection with any such transfer, the term “Flex” as used in this Article VII shall, where appropriate to give effect to the assignment of rights and obligations hereunder to such Flex Transferee, be deemed to refer to such Flex Transferee.

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Flex and any Flex Transferee may exercise the rights under this Article VII in such priority, as among themselves, as they shall agree upon among themselves, and Nextracker OpCo or Nextracker PubCo, as applicable, shall observe any such agreement of which it shall have notice as provided above; provided, however, that for purposes of this Section 7.10, the combined voting power of outstanding Nextracker PubCo Voting Stock shall be calculated as if each share of Nextracker PubCo Voting Stock were entitled to one vote per share.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 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 the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of the Parties (or such other individuals designated by the respective general counsels) and/or the executive officers designated by the Parties 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 (the “Negotiation Period”) 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 8.1 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 Ancillary Agreement 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.

Section 8.2 Specific Performance. From and after the Operative Date, 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 Ancillary Agreement, the Parties agree that the Party or Parties to this Agreement or such Ancillary Agreement who are or are to be thereby aggrieved shall, subject and pursuant to the terms of this Article VIII (including for the avoidance of doubt, after compliance with all notice and negotiation provisions herein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Ancillary Agreement, 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, from and after the Operative Date, the remedies at law for any breach or threatened breach of this Agreement or any Ancillary Agreement, including monetary damages, are inadequate compensation for any Indemnifiable 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.

Section 8.3 Conduct During Dispute Resolution Process. Unless otherwise agreed to in writing, the Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under this Agreement and each Ancillary Agreement to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VIII unless such commitments are the specific subject of the Dispute at issue.

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ARTICLE IX

INSURANCE

Section 9.1 Insurance Matters.

(a) From the Operative Date until the date on which Flex and its Affiliates cease to hold in excess of 50% of the outstanding Nextracker Securities (the “Coverage End Date”), the members of the Nextracker Group shall continue to be insured on the terms and subject to the limits in place on the Operative Date under the Shared Policies and shall be entitled to receive coverage thereunder to the same extent as the Flex Group, in each case to the extent permitted under such applicable policy. As of the Coverage End Date, the coverage under all Shared Policies shall continue in force only for the benefit of the Flex Group and not for the benefit of the Nextracker Group. Effective from and after the Coverage End Date, the Nextracker Group shall arrange for its own insurance policies with respect to the Nextracker Business covering all periods (whether prior to or following the Operative Date) and agrees not to seek, through any means, to benefit from any of the Flex Group’s insurance policies or the Shared Policies that may provide coverage for claims relating in any way to the Nextracker Business prior to the Coverage End Date.

(b) Where Shared Policies with an unaffiliated third party insurer (and excluding, for the avoidance of doubt, any self-insurance, captive insurance or similar program) cover Nextracker Liabilities reported to such unaffiliated third party insurer after the Operative Date and before the Coverage End Date, with respect to an occurrence prior to the Coverage End Date, under an occurrence-based or claims-made policy (collectively, “Covered Claims”), then the members of the Nextracker Group may claim coverage for such Covered Claims under such Shared Policies and receive any insurance recoverables with respect thereto, without any prejudice or limitation to Flex seeking insurance under the Shared Policies for its own claims; provided that Flex may, in its sole discretion, participate in or control the prosecution or defense of any such Covered Claim. After the Operative Date, Flex shall procure and administer the Shared Policies, provided that such administration shall in no way limit, inhibit or preclude the right of the members of the Nextracker Group to insurance coverage thereunder in accordance with this Section 9.1(b), in each case, with respect to Covered Claims. Nextracker PubCo and Nextracker OpCo shall promptly notify Flex of any Covered Claims, and Flex agrees to reasonably cooperate with the Nextracker Group concerning the pursuit of coverage with respect to any such Covered Claim, in each case at the expense of the Nextracker Group (to the extent such expenses are not covered by the applicable Shared Policies).

(c) Nextracker PubCo and Nextracker OpCo shall be responsible for complying with the terms of the Shared Policies to obtain coverage for such Covered Claims, including if the Shared Policy requires any payments to be made in connection therewith (including self-insured retentions or deductibles), and Nextracker PubCo or Nextracker OpCo shall make any such required payments and maintain any required or appropriate accruals or reserves for such Covered Claims. Any proceeds received by Flex from any insurance carrier that relate to Covered Claims

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shall be paid promptly to Nextracker PubCo or Nextracker OpCo, as the case may be. In the event that Covered Claims relate to the same occurrence for which Flex is seeking coverage under such Shared Policies and for which the parties have a shared defense, Flex, Nextracker PubCo and Nextracker OpCo shall jointly defend any such claim pursuant to Section 5.6 and waive any conflict of interest necessary to conduct a joint defense, and shall bear any expenses in connection therewith equally (to the extent such expenses are not covered by the applicable Shared Policies), including self-insured retentions or deductibles; provided, however, if any Party determines in good faith that such Party and the other Parties have actual or potential differing defenses or conflicts of interests between them that make joint representation inappropriate, then such Party shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, at such Party’s own expense. In the event that policy limits under an applicable Shared Policy are not sufficient to fund all claims of the Flex Group and the Nextracker Group, amounts due under such Shared Policy shall be paid on a first come, first served basis, and any amounts simultaneously due shall be paid to the respective entities in proportion to the assessed value of each respective entity’s claim or claims; provided that, in the event the claims paid to the Nextracker Group under such Shared Policy exceed 5% of the policy limit thereunder, and any member of the Flex Group subsequently makes any claim under such policy, then, Nextracker OpCo or Nextracker PubCo shall pay (or shall cause payment to be made) to Flex an amount equal to the lesser of (i) the value of the applicable Flex Group claim in excess of the applicable policy limit and (ii) the amount by which payments made to the Nextracker Group under such policy exceeded 5% of the applicable policy limit.

Upon a receipt of a written request from Nextracker PubCo or Nextracker OpCo, Flex shall use its commercially reasonable efforts to reduce or cancel the Nextracker Group’s coverage under any Policies, effective no earlier than 60 days after Flex’s receipt of such request; provided, however that (i) any costs associated or incurred in connection with such reduction or cancellation shall be borne exclusively by the Nextracker Group, (ii) the Nextracker Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation, and (iii) if and to the extent that Flex actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Flex shall only be obligated to credit or pay over to the Nextracker Group the lesser of (A) the amount of any such credit or refund or (B) the amount, if any, last charged to the Nextracker Group by Flex for such coverage during such term.

(d) Notwithstanding anything contained in this Section 9.1, to the extent Flex has entered into or agrees to enter into, whether on its own or with respect to the any arrangement provided for under this Section 9.1, any settlement agreement or other arrangement with any insurance provider regarding coverage under any Company Policy that provides for any limitation of coverage or release of such insurance provider with regard to any coverage thereunder, whether in whole or in part (collectively, the “Released Insurance Matters”), each of Nextracker PubCo and Nextracker OpCo agrees that it shall (i) abide by the terms of and, to the extent required, consent to, any such settlement or arrangement relating to the Released Insurance Matters as a condition to receiving any coverage under any Company Policy related thereto; (ii) have no rights to any such coverage under the Company Policies with respect to any Released Insurance Matters; and (iii) make no claims under any Company Policies with respect to any Released Insurance Matters.

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Section 9.2 Certain Matters Relating to Nextracker PubCo’s Organizational Documents. From the IPO Effective Date until six years from the Disposition Date, the certificate of incorporation and bylaws of Nextracker PubCo shall contain provisions no less favorable with respect to indemnification of directors and officers than those set forth in the Charter or Bylaws, which provisions shall not be amended, repealed or otherwise modified for such period in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Operative Date, were indemnified under the Charter or Bylaws, unless such amendment, repeal, or other modification shall be required by Law and then only to the minimum extent required by Law or approved by Nextracker PubCo’s stockholders.

Section 9.3 Indemnitor of First Resort. As a result of agreements or obligations arising outside of this Agreement, certain of the directors and officers of Nextracker OpCo, Nextracker PubCo and their Subsidiaries who are designated by Flex or its Affiliates (the “Flex D&O Indemnitees”) have or will have rights to indemnification, advancement of expenses and/or insurance provided by Flex or certain of its Affiliates (collectively, the “Flex Indemnitors”) in connection with their service as directors or officers of Nextracker OpCo, Nextracker PubCo or their Subsidiaries. Notwithstanding any such rights to indemnification, advancement of expenses and/or insurance provided by any Flex Indemnitor, (a) Nextracker OpCo or Nextracker PubCo, as applicable, is the indemnitor of first resort (i.e., Nextracker OpCo’s or Nextracker PubCo’s obligations to the Flex D&O Indemnitees are primary, and any obligation of the Flex Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Flex D&O Indemnitee are secondary); (b) Nextracker OpCo or Nextracker PubCo, as applicable, shall be required to advance the full amount of expenses incurred by the Flex D&O Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, any other agreement between Nextracker OpCo or Nextracker PubCo, on the one hand, and the Flex D&O Indemnitees, on the other hand, or the certificate of incorporation or bylaws (or equivalent governing documents) of Nextracker OpCo or Nextracker PubCo; and (c) each of Nextracker OpCo and Nextracker PubCo hereby irrevocably waives, relinquishes and releases each of the Flex Indemnitors from any and all claims against any of the Flex Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. In addition, notwithstanding any advancement or payment by the Flex Indemnitors to or on behalf of any Flex D&O Indemnitee with respect to any claim for which a Flex D&O Indemnitee has sought or may seek indemnification from Nextracker OpCo or Nextracker PubCo, (i) none of Nextracker OpCo’s or Nextracker PubCo’s obligations hereunder shall be affected; (ii) the Flex Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Flex D&O Indemnitee, as applicable, against Nextracker OpCo or Nextracker PubCo; and (iii) for the avoidance of doubt, all damages, costs, losses and other Liabilities incurred by any Flex D&O Indemnitee in connection with his or her service as a director or officer of Nextracker OpCo, Nextracker PubCo or any of their Subsidiaries shall constitute Nextracker Liabilities.

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ARTICLE X

MISCELLANEOUS

Section 10.1 Entire Agreement; Construction. This Agreement, including the Exhibits and Schedules, and the Ancillary Agreements 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 subject matter. In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of (a) this Agreement and the provisions of any Ancillary Agreement or Continuing Arrangement, such Ancillary Agreement or Continuing Arrangement shall control (except with respect to any Conveyancing and Assumption Instruments, in which case this Agreement shall control), and (b) this Agreement and any agreement which is not an Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in such agreement. For the avoidance of doubt, the Conveyancing and Assumption Instruments are intended to be ministerial in nature and only to effect the transactions contemplated by this Agreement with respect to the applicable local jurisdiction and shall not expand or modify the rights and obligations of the Parties or their Affiliates under this Agreement or any of the Ancillary Agreements that are not Conveyancing and Assumption Instruments.

Section 10.2 Ancillary Agreements. 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 Ancillary Agreements.

Section 10.3 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.

Section 10.4 Survival of Agreements. Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Operative Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5 Expenses.

(a) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees and expenses incurred at or prior to or after the Operative Time by any member of the Flex Group or the Nextracker Group that Flex determines, in its reasonable discretion, are in connection with, or as required by, the preparation, execution, delivery and implementation of this Agreement, any Ancillary Agreement and the IPO and the consummation of the Internal Reorganization, the Contribution, and the IPO (the “Transaction-Related Expenses”) shall be borne and paid by the Nextracker Group.

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(b) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, any costs and expenses incurred in obtaining any Consents or novation from a third party in connection with the assignment to or assumption by a Party or its Subsidiary of any Contracts in connection with the Internal Reorganization, the Contribution or the IPO shall be borne by the Party or its Subsidiary to which such Contract is being assigned.

(c) Except as set forth in Section 10.5(a), with respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.8, the Parties agree that any and all fees and expenses incurred by any Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any third party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party. Notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by any Party in satisfying its obligations under Section 7.1 or Section 7.2, the requesting Party shall be responsible for the other Party’s fees, costs and expenses.

Section 10.6 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 email (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 10.6):

To Flex and FIUI:

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

E-mail:     sflanagan@sidley.com

                 sgandhi@sidley.com

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To Nextracker PubCo and Nextracker OpCo:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555 Attention: General Counsel

E-mail: lschlesinger@nextracker.com

Section 10.7 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 10.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto 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. Notwithstanding the foregoing, this Agreement shall be assignable by either Party to (i) an Affiliate of such Party; or (ii) a bona fide third party in connection with a merger, reorganization, consolidation or the sale of all or substantially all the assets of a Party hereto so long as the resulting, surviving or transferee entity assumes all the obligations of the relevant Party hereto by operation of law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party to this Agreement; provided, however, that in the case of each of the preceding clauses (i) and (ii), no assignment permitted by this Section 10.8 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

Section 10.9 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.

Section 10.10 Termination and Amendment. This Agreement may not be terminated, modified or amended except by an agreement in writing signed by Flex and Nextracker OpCo before an IPO and following an IPO, by Flex, FIUI, Nextracker PubCo and Nextracker OpCo.

Section 10.11 Payment Terms.

(a) Except as set forth in Article V or as otherwise expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by a Party (and/or a member of such Party’s Group), on the one hand, to the other Party (and/or a member of such Party’s Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder 30 days after presentation of an invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

(b) Except as set forth in Article V or as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement (and any amount billed or otherwise invoiced or demanded and properly payable that is not paid within 30 days of such bill, invoice or other demand) shall bear interest at a rate per annum equal to the Prime Rate, from time to time in effect, calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

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(c) Without the consent of the Party receiving any payment under this Agreement specifying otherwise, all payments to be made by either Flex, Nextracker PubCo or Nextracker OpCo under this Agreement shall be made in US Dollars. Except as expressly provided herein, any amount which is not expressed in US Dollars shall be converted into US Dollars by using the exchange rate published on Bloomberg at 5:00 pm Eastern Standard time (EST) on the day before the relevant date or in The Wall Street Journal on such date if not so published on Bloomberg. Except as expressly provided herein, in the event that any indemnification payment required to be made hereunder or under any Ancillary Agreement may be denominated in a currency other than US Dollars, the amount of such payment shall be converted into US Dollars on the date in which notice of the claim is given to the Indemnifying Party.

Section 10.12 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 Operative Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

Section 10.13 Third-Party Beneficiaries. Except (i) as provided in Article V relating to Indemnitees and for the release under Section 5.1 of any Person provided therein; and (ii) as specifically provided in any Ancillary Agreement, 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. Notwithstanding the foregoing, the Series A Members (as defined in the LLCA) are express third party beneficiaries of this Agreement and shall, when acting with Series A Majority Approval (as defined in the LLCA), have the right to enforce the terms of this Agreement on behalf of Nextracker OpCo for so long as Series A Preferred Units (as defined in the LLCA) remain issued and outstanding.

Section 10.14 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.

Section 10.15 Exhibits and Schedules.

(a) The Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Flex Group or the Nextracker Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Flex Group or the Nextracker Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

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(b) Subject to the prior written consent of the other Party (such consent not to be unreasonably withheld or conditioned), each Party shall be entitled to update the Schedules from and after the Operative Date until the Operative Time.

Section 10.16 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.

(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.

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Section 10.17 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.

Section 10.18 Public Announcements. From and after the Operative Time, Flex and the Nextracker Group 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 contemplated by this Agreement or the Ancillary Agreements, 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 made that are substantially consistent with disclosure contained in any IPO Disclosure Document or contained in any other public statement made by Flex prior to the Operative Time; or (c) as may pertain to disputes between one Party or any member of its Group, on one hand, and the other Party or any member of its Group, on the other hand.

Section 10.19 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.

Section 10.20 No Duplication; No Double Recovery. Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of Section 5.3, Section 5.4, and Section 5.5).

Section 10.21 Tax Treatment of Transfers. Unless otherwise required by this Agreement or otherwise agreed to among the Parties, for U.S. federal Tax purposes, any transfer (or deemed transfer) made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11) by: (i) any member of the Nextracker Group to Flex shall be treated for all Tax purposes as a distribution by such member of the Nextracker Group to Flex with respect to stock of such member of the Nextracker Group occurring on or immediately before the Operative Date; or (ii) Flex to any member of the Nextracker Group shall be treated for all Tax purposes as a tax-free contribution by Flex to such member of the Nextracker Group with respect to its stock occurring on or immediately before the Operative Date; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Taxing Authority asserts that a Party’s treatment of a transfer (or deemed transfer) pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge. Notwithstanding the foregoing, Flex shall notify Nextracker PubCo and Nextracker OpCo if it determines that any transfer (or deemed transfer) made pursuant to this Agreement is to be treated, for any Tax purposes, as a transfer 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 transfer accordingly.

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Section 10.22 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 Ancillary Agreements 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.

Section 10.23 No Admission of Liability. The allocation of Assets and Liabilities herein (including on the Schedules hereto) is solely for the purpose of allocating such Assets and Liabilities between the Flex Group and the Nextracker Group and is not intended as an admission of liability or responsibility for any alleged Liabilities vis-à-vis any third party, including with respect to the Liabilities of any non-wholly owned Subsidiary of Flex or Nextracker OpCo.

Section 10.24 Advisors. It is acknowledged and agreed by each of the Parties that Flex, on behalf of itself and the members of the Flex Group, has retained each of the Persons identified on Schedule 10.24 to act as counsel in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that the Persons listed on Schedule 10.24 have not acted as counsel for any member of the Nextracker Group in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby and that no member of the Nextracker Group has the status of a client of the Persons listed on Schedule 10.24 for conflict of interest or any other purposes as a result thereof. Each of Nextracker PubCo and Nextracker OpCo hereby agrees, on behalf of itself and the members of the Nextracker Group that, in the event that a dispute arises after the Operative Time in connection with this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO, if effected, and/or any of the other transactions contemplated hereby and thereby between Flex, FIUI, Nextracker OpCo and Nextracker PubCo, or any of the members of their respective Groups, each of the Persons listed on Schedule 10.24 may represent any or all of the members of the Flex Group in such dispute even though the interests of the Flex Group may be directly adverse to those of the Nextracker Group. Each of Nextracker PubCo and Nextracker OpCo further agrees, on behalf of itself and the members of the Nextracker Group that, with respect to this Agreement, the Ancillary Agreements, the Internal Reorganization, the Contribution, the IPO and the other transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Flex or the applicable member of the Flex Group and may be controlled by Flex or such member of the Flex Group and shall not pass to or be claimed by Nextracker OpCo, Nextracker PubCo or any member of the Nextracker Group. Without limiting the foregoing, each of Nextracker PubCo and Nextracker OpCo acknowledges and agrees that each of Sidley Austin LLP, Allen & Gledhill LLP and Richards, Layton & Finger, P.A. is representing Flex, and not Nextracker OpCo or Nextracker PubCo, in connection with the transactions contemplated hereby.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

FLEX LTD.
By:
	Name:
	Title:
NEXTRACKER INC.
By:
	Name:
	Title:
NEXTRACKER LLC
By:
	Name:
	Title:
FLEXTRONICS INTERNATIONAL USA, INC.
By:
	Name:
	Title:

[Signature Page to Separation Agreement]

Exhibit A

Employee Matters Agreement

Exhibit B

Transition Services Agreement

Exhibit C

Charter

Exhibit D

Bylaws

Exhibit E

Other Agreements

EX-10.10

Exhibit 10.10

SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC.

EQUITY INCENTIVE PLAN

ARTICLE 1. PURPOSES OF THE PLAN.

The purposes of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants, to give recognition to the contributions made or to be made by Outside Directors to the success of the Company and to promote the success of the Company’s business by linking the personal interests of Employees, Directors and Consultants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan was previously adopted effective February 1, 2022, and was amended and restated thereafter, effective April 6, 2022, as the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan (the “First Restatement”), and the First Restatement was amended pursuant to the First Amendment to the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan, effective [•], 2023 (the “First Amendment”), in each case by Nextracker LLC, but in connection with the IPO, the Plan, as modified by the First Restatement and the First Amendment (collectively, the “Prior Plan”), will be assumed by Nextracker Inc. and amended and restated in the form of the Plan.

ARTICLE 2. DEFINITIONS.

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronouns shall include the plural where the context so indicates.

2.1 “Affiliate” means any corporation or other entity which is, directly or indirectly through one (1) or more intermediary entities controlled by, or under common control with, the Company; provided, that the term “Affiliate” shall not include any Parent in connection with determining the eligibility of any Employee, Director and Consultant to receive grants of Awards under the Plan.

2.2 “Award” means an award of an Option, SAR, Performance Stock, Performance Stock Unit, Restricted Stock Unit, or any other right or benefit, including any other Stock-Based Award under Article 7, granted to a Participant pursuant to the Plan.

2.3 “Award Agreement” means any written agreement, contract, or other instrument or document evidencing the terms and conditions of an Award, including through electronic medium.

2.4 “Board” means the Board of Directors of the Company.

2.5 “Change of Control” shall mean (a) for awards granted prior to the Effective Date, the meaning ascribed to such term in the LLC Agreement and (b) for awards granted on or after the Effective Date, the occurrence of any of the following events:

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b) During any one (1)-year period, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than any one (1) or more Directors designated by any person who shall have entered into an agreement with the Company in connection with any transaction described in Section 2.5(a) or Section 2.5(c) hereof) whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the Directors then still in office who either were Directors at the beginning of the one (1)-year period (other than vacant seats) or whose election or appointment or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board pursuant to a transaction or other mechanism outside of the normal election process of Directors under the applicable law and/or the Company’s corporate governance policies; or

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one (1) or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i) Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) All or substantially all of the individuals and entities who were the beneficial owners of the outstanding voting securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, less than fifty percent (50%) of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction; or

(d) The Company’s stockholders approve a liquidation or dissolution of the Company.

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A transaction shall not constitute a Change of Control or other consolidating event if effected for the purpose of changing the place of incorporation or form of organization of the ultimate parent entity (including where the Company is succeeded by an issuer incorporated under the laws of another state, country or foreign government for such purpose and whether or not the Company remains in existence following such transaction) where all or substantially all of the persons or group that beneficially own all or substantially all of the combined voting power of the Company’s voting securities immediately prior to the transaction beneficially own all or substantially all of the combined voting power of the Company in substantially the same proportions of their ownership after the transaction. The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change of Control of the Company has occurred pursuant to the above definition, and the date of the occurrence of such Change of Control and any incidental matters relating thereto.

2.6 “Code” means the U.S. Internal Revenue Code of 1986, as amended.

2.7 “Committee” means the Compensation Committee of the Board, or such other committee appointed by the Board to administer the Plan. If the Committee does not exist or cannot function for any reason, the Board may take any action under this Plan that would otherwise be the responsibility of the Committee, except as otherwise provided in this Plan.

2.8 “Common Stock” means the Class A common stock of the Company.

2.9 “Company” means Nextracker Inc., a Delaware corporation, or any successor thereto.

2.10 “Consultant” means an individual consultant or independent contractor who provides services to the Company or any Parent, Subsidiary or Affiliate; provided, that a Consultant to any Parent shall not be eligible to receive grants of Awards under the Plan solely in his or her capacity as such at the time of grant.

2.11 “Director” means a member of the Board, or as applicable, a member of the board of directors of a Parent, Subsidiary or Affiliate; provided, that a Director of any Parent shall not be eligible to receive grants of Awards under the Plan solely in his or her capacity as such at the time of grant.

2.12 “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determined physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant shall not be considered to have incurred a Disability unless he or she furnishes proof of such impairment, such as a treating physician’s written certification, sufficient to satisfy the Committee in its discretion. Notwithstanding the foregoing, for purposes of Incentive Stock Options granted under the Plan, “Disability” means that the Participant is disabled within the meaning of Section 22(e)(3) of the Code.

2.13 “Effective Date” shall have the meaning set forth in Section 11.1 hereof.

2.14 “Eligible Individual” means any person who is an Employee, Director or Consultant, as determined by the Committee, and otherwise eligible to receive grants of Awards under the Plan.

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2.15 “Employee” means a full time or part time employee of the Company or any Parent, Subsidiary or Affiliate, including an officer or Director, who is treated as an employee in the personnel records of the Company or any Parent, Subsidiary or Affiliate for the relevant period, but shall exclude individuals who are classified by the Company or any Parent, Subsidiary or Affiliate as (a) leased from or otherwise employed by a third party, (b) independent contractors or (c) intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise; provided, that an Employee of any Parent shall not be eligible to receive grants of Awards under the Plan solely in his or her capacity as such at the time of grant. An Employee shall not cease to be a Participant in the case of (i) any vacation or sick time or otherwise approved paid time off in accordance with the Company or a Parent, Subsidiary or Affiliate’s policy or (ii) transfers between locations of the Company or between the Company and/or any Parent, Subsidiary or Affiliate. Neither services as a Director nor payment of a director’s fee by the Company or Parent, Subsidiary or Affiliate shall be sufficient to constitute “employment” by the Company or any Parent, Subsidiary or Affiliate.

2.16 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

2.17 “Fair Market Value” means, as of any given date, (a) if the Common Stock is traded on any established stock exchange, the closing sales price of a share of Common Stock as quoted on the principal exchange on which the Common Stock is listed on the applicable date (or if there is no trading in the Common Stock on such date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee); or (b) if shares of Common Stock are not traded on an exchange but are regularly quoted on a national market or other quotation system, the closing sales price on such date as quoted on such market or system, or if no sales occurred on such date, then on the next preceding date on which there was trading; or (c) in the absence of an established market for the Common Stock of the type described in (a) or (b) of this Section 2.17, the determination of fair market value shall be reasonably determined by the Committee acting in good faith. For purposes of a “net exercise” procedure for Options, the Committee may apply a different method for calculating Fair Market Value.

2.18 “Full-Value Award” means any Award other than an Option, SAR or other Award for which the Participant pays a minimum of the Fair Market Value of the Common Stock with respect to such Award, as determined as of the date of grant.

2.19 “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

2.20 “Insider” means any person whose transactions with respect to Common Stock are subject to Section 16 of the Exchange Act.

2.21 “IPO” shall mean (a) for awards granted prior to the Effective Date, the meaning ascribed to the term “Qualified Public Offering” in the LLC Agreement and (b) for awards granted on or after the Effective Date, an initial offering of the applicable equity securities of the Company to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any similar federal statute then in force.

2.22 “ISO Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns Common Stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Common Stock in one (1) of the other corporations in such chain or a “parent corporation” within the meaning of Section 424(e) of the Code.

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2.23 “ISO Subsidiary” means any “subsidiary corporation” as defined in Section 424(f) of the Code and any applicable regulations promulgated thereunder, any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

2.24 “LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Nextracker LLC, dated as of February 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

2.25 “Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock Option.

2.26 “Option” means a right granted to a Participant pursuant to Article 5 to purchase a specified number of shares of Common Stock at a specified price during specified time periods. An Option may either be an Incentive Stock Option or a Non-Qualified Stock Option.

2.27 “Outside Director” means a member of the Board who is not an Employee or a Consultant.

2.28 “Parent” means, with respect to the Company, any corporation, association, limited partnership, limited liability company or other entity which at the time of determination (i) owns or controls, directly or indirectly, more than fifty percent (50%) of the total voting power of the equity interests (without regard to the occurrence of any contingency) entitled to vote in the election of directors, managers of the Company, (ii) owns or controls, directly or indirectly, more than fifty percent (50%) of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, of the Company, whether in the form of membership, general, special or limited partnership interests or otherwise, or (iii) is the controlling general partner or managing member of, or otherwise controls, such entity.

2.29 “Participant” means any Eligible Individual who, as a Director, Employee or Consultant, has been granted an Award pursuant to the Plan.

2.30 “Performance-Based Award” means an Award of Performance Stock or an Award of Performance Stock Units.

2.31 “Performance Criteria” means such factors as may be selected by the Committee, in its sole discretion, to determine whether the performance goals established by the Committee and applicable to Awards have been satisfied.

2.32 “Performance Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance, the performance of a Parent, Subsidiary or Affiliate, the performance of a division or a business unit of the Company or a Parent, Subsidiary or Affiliate, or the performance of an Eligible Individual. The Committee, in its discretion, may provide for the appropriate adjustment or modification of the

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Performance Goals for such Performance Period to reflect any Extraordinary Events. “Extraordinary Events” means any objectively determinable component of a Performance Goal, including without limitation foreign exchange gains and losses, asset write downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles.

2.33 “Performance Period” means one (1) or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one (1) or more Performance Goals shall be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.

2.34 “Performance Stock” means a right granted to a Participant pursuant to Section 7.2 hereof to receive shares of Common Stock, the payment of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee, and shall be evidenced by a bookkeeping entry representing the equivalent number of shares of Common Stock relating to such Performance Stock right.

2.35 “Performance Stock Unit” means a right granted to a Participant pursuant to Section 7.3 hereof, to receive shares of Common Stock, the vesting of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee, and shall be evidenced by a bookkeeping entry representing the equivalent number of shares of Common Stock relating to such Performance Stock Unit right.

2.36 “Plan” means this Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan, as it may be amended from time to time.

2.37 “Restricted Stock Unit” means a right granted to a Participant pursuant to Section 7.4 hereof, and shall be evidenced by a bookkeeping entry representing the equivalent number of shares of Common Stock relating to such Restricted Stock Unit right.

2.38 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

2.39 “Stock Appreciation Right” or “SAR” means a right granted to a Participant pursuant to Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the SAR is exercised over the grant price on the date the SAR was granted as set forth in the applicable Award Agreement.

2.40 “Stock-Based Award” means any Award settled in shares of Common Stock granted under Article 7 of the Plan.

2.41 “Subsidiary” shall have the meaning ascribed to such term in the LLC Agreement. Notwithstanding the foregoing, for purposes of grants of Options or any other “stock rights” within the meaning of Section 409A of the Code on or after the Effective Date, an entity shall not be considered a Subsidiary if granting such stock right to an employee of such entity would result in the stock right becoming subject to Section 409A of the Code.

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2.42 “Termination of Service” means, for purposes of the Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an Employee, Director or Consultant. An Employee shall not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) vacation leave (iii) military leave, (iv) transfers of employment between the Company and any Parent, Subsidiary or Affiliate; or (v) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to Employees in writing. In the case of any Employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on such leave as it may deem appropriate, except that in no event may an Option be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee shall have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services.

ARTICLE 3. COMMON STOCK SUBJECT TO THE PLAN AND LIMITATIONS.

3.1 Number of Shares of Common Stock Available.

(a) Subject to Article 9, a total number of 12,857,143 shares of Common Stock are reserved and available for grant and issuance pursuant to the Plan (including upon the exercise of an Incentive Stock Option). The shares of Common Stock authorized for delivery to Participants under the Plan of up to 100% of such shares of Common Stock may be used to grant Incentive Stock Options (“ISOs”). Each share of Common Stock that is subject to an Award shall be counted against this limit as one (1) share of Common Stock for every one (1) share of Common Stock granted or subject to grant for any such Award. To the extent that an Award terminates, is forfeited, is canceled, expires or lapses for any reason, the shares of Common Stock in respect of which the Award terminates, is forfeited, is canceled, expires, or lapses, shall again be available for the grant of an Award pursuant to the Plan.

With respect to awards (“Legacy Awards”) granted under the Prior Plan in respect of “Common Units” within the meaning of the Prior Plan (“Common Units”), such Legacy Awards shall automatically and immediately be amended upon the effectiveness of the Plan on the Effective Date, such that, all such Legacy Awards shall cease to relate to Common Units and thereafter relate to Common Stock for all purposes, it being understood that such Legacy Awards were previously amended on a similar basis to (x) reflect that certain “Reverse Unit Split” described in the First Amendment, and (y) clarify that the “Final Exercise Price” (within the meaning of the Award Agreements relating to such Legacy Awards granted as Options) shall continue to be determined pursuant to such Award Agreements (including Section 3.03(d) of the LLC Agreement as in effect as of the date of the First Amendment) and adjusted to reflect the “Adjustment” described in the First Amendment.

(b) If any shares of Common Stock are withheld to satisfy, as and when applicable, the grant or Exercise Price or tax withholding obligation (if and to the extent permitted by applicable law) pursuant to any Award, the Participant shall be (i) deemed to have waived his or her right to delivery of the full number of shares of Common Stock underlying such Award or in respect of which any Option or SAR is exercised; and (ii) deemed to have agreed to receive the number of shares of Common Stock (after deducting the number of shares of Common Stock withheld) as calculated by the Committee in its absolute discretion, which such number shall be

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deducted from the aggregate number of shares of Common Stock which may be issued under Section 3.1(a). Notwithstanding the foregoing, the gross number of shares of Common Stock subject to a SAR shall be deducted from the aggregate number of shares of Common Stock which may be issued under Section 3.1(a), regardless of the number of shares of Common Stock delivered to the applicable Participant. Further, any shares of Common Stock acquired by the Company, as and when applicable, to satisfy the grant or Exercise Price or tax withholding obligations (if and to the extent permitted by applicable law) pursuant to any Award shall not be added to the aggregate number of shares of Common Stock which may be issued under Section 3.1(a). To the extent permitted by applicable law or any exchange rule, shares of Common Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary or Affiliate shall not be counted against shares of Common Stock available for grant pursuant to the Plan.

ARTICLE 4. ELIGIBILITY AND PARTICIPATION.

4.1 Eligibility. Awards may be granted to Eligible Individuals; however, ISOs shall only be awarded to “employees” of the Company, or an ISO Parent or ISO Subsidiary within the meaning of Section 422 of the Code. A person may be granted more than one (1) Award under the Plan.

4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible Individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right by virtue of the Plan to receive an Award pursuant to the Plan.

ARTICLE 5. OPTIONS.

5.1 General. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions:

(a) Exercise Price. The exercise price per share of Common Stock (“Exercise Price”) subject to an Option shall be determined by the Committee and set forth in the Award Agreement; provided that: (i) the Exercise Price shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant, and (ii) the Exercise Price of any ISO granted to a Ten Percent Stockholder (as set forth in Section 5.2(c) below) shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant.

(b) Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part; provided, that the term of any Option granted under the Plan shall not exceed ten (10) years from the date of grant thereof (five (5) years in the case of an ISO granted to a Ten Percent Stockholder (as set forth in Section 5.2(c) below)). The Committee shall also determine the performance goals or other conditions, if any, that must be satisfied before all or part of an Option may be exercised.

(c) Payment. The Committee shall determine the methods by which the Exercise Price of an Option may be paid, the form of payment, including, without limitation: (i) cash or check, (ii) other property acceptable to the Committee; provided that payment of such proceeds is then made to the Company upon settlement of such sale, or (iii) any combination of

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the foregoing methods of payment. The Committee shall also determine the methods by which Common Stock shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or officer of the Company (as determined in the sole discretion of the Committee) shall be permitted to pay the Exercise Price of an Option, or continue any extension of credit with respect to the Exercise Price of an Option with a loan from the Company or a loan arranged by the Company.

(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement shall include such additional provisions as may be specified by the Committee.

5.2 Incentive Stock Options. ISOs shall be granted only to “employees” of the Company, or a Parent or Subsidiary within the meaning of Section 422 of the Code, and the terms of any ISOs granted pursuant to the Plan, in addition to the requirements of Section 5.1 hereof, must comply with the provisions of this Section 5.2.

(a) Expiration. Subject to Section 5.2(c) hereof, an ISO shall expire and may not be exercised to any extent by anyone after the first to occur of the following events:

(i) Ten (10) years from the date it is granted unless an earlier time is set in the Award Agreement;

(ii) Three (3) months after the Participant’s Termination of Service; and

(iii) One (1) year after the date of the Participant’s Termination of Service on account of Disability or death. Upon the Participant’s Disability or death, any ISOs exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such ISO or dies intestate, by the person or persons entitled to receive the ISO pursuant to the applicable laws of descent and distribution.

(b) Dollar Limitation. The aggregate Fair Market Value (determined as of the time the Option is granted) of all shares of Common Stock with respect to which ISOs are first exercisable by a Participant in any calendar year may not exceed One Hundred Thousand Dollars ($100,000) or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that ISOs are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.

(c) Ten Percent Stockholder. An ISO shall be granted to any individual who, at the date of grant, owns Common Stock possessing more than ten percent of the total combined voting power of all classes of Common Stock of the Company (a “Ten Percent Stockholder”) only if such Option is granted at a price that is not less than one hundred ten percent (110%) of Fair Market Value on the date of grant and the Option is exercisable for no more than five (5) years from the date of grant.

(d) Notice of Disposition. The Participant shall give the Company prompt notice of any disposition of the Common Stock acquired by exercise of an ISO within (i) two (2) years from the date of grant of such Incentive Stock Option or (ii) one (1) year after the issuance of such Common Stock to the Participant.

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(e) Right to Exercise. During a Participant’s lifetime, an ISO may be exercised only by the Participant.

(a) Failure to Meet Requirements. Any Option (or portion thereof) purported to be an ISO, which, for any reason, fails to meet the requirements of Section 422 of the Code shall be considered a Non-Qualified Stock Option.

5.3 Section 409A. It is intended that all Options granted under the Plan shall be exempt from, or compliant with, Section 409A of the Code, to the extent applicable.

5.4 Substitution of SARs. The Committee may provide in the Award Agreement evidencing the grant of an Option that the Committee, in its sole discretion, shall have to right to substitute a SAR for such Option at any time prior to or upon exercise of such Option; provided, that such SAR shall be exercisable with respect to the same number of shares of Common Stock for which such substituted Option would have been exercisable.

ARTICLE 6. STOCK APPRECIATION RIGHTS.

6.1 Grant of SARs.

(a) A SAR shall be subject to such terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement, provided that the term of any SAR shall not exceed ten (10) years.

(b) A SAR shall entitle the Participant (or other person entitled to exercise the SAR pursuant to the Plan) to exercise all or a specified portion of the SAR (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount equal to the product of (i) the excess of (A) the Fair Market Value of a share of Common Stock on the date the SAR is exercised over (B) the grant price per share of Common Stock subject to such SAR, and (ii) the number of shares of Common Stock with respect to which the SAR is exercised, subject to any limitations the Committee may impose.

6.2 Grant Price. The grant price per share of Common Stock subject to a SAR shall be determined by the Committee and set forth in the Award Agreement; provided that such grant price for any SAR shall not be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

6.3 Payment and Limitations on Exercise.

(a) Subject to Section 6.3(b) hereof, payment of the amounts determined under Section 6.1(b) hereof shall be in cash, in Common Stock (based on its Fair Market Value as of the date the SAR is exercised) or a combination of both, as determined by the Committee.

(b) To the extent any payment under Section 6.1(b) hereof is effected in shares of Common Stock, it shall be made subject to satisfaction of all provisions of Article 5 pertaining to Options.

6.4 Section 409A. It is intended that all SARs granted under the Plan shall be exempt from, or compliant with, Section 409A of the Code, to the extent applicable.

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ARTICLE 7. OTHER TYPES OF STOCK-BASED AWARDS.

7.1 General Restrictions on Stock-Based Awards. Stock-Based Awards granted under this Article 7 may be based on a completion of a specified number of years of service with the Company or a Parent, Subsidiary, or Affiliate of the Company or upon the completion of Performance Goals as set by the Committee.

7.2 Performance Stock Awards. Performance Stock Awards shall be denominated in a number of shares of Common Stock, and shall consist of, Common Stock and may be linked to any one (1) or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any Performance Period(s) determined by the Committee.

7.3 Performance Stock Units. Performance Stock Unit Awards shall be denominated in unit equivalents of shares of Common Stock and/or units of value including the dollar value of shares of Common Stock and which may be linked to any one (1) or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any Performance Period(s) determined by the Committee. On the vesting date, the Company shall, subject to Section 8.7, deliver to the Participant one (1) share of Common Stock for each Performance Stock Unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a Performance Stock Unit may be made in cash (in an amount reflecting the Fair Market Value of the shares of Common Stock that would have been issued) or any combination of cash and Common Stock, as determined by the Committee in its sole discretion, at the time of grant of the Performance Stock Units.

7.4 Restricted Stock Units. Restricted Stock Unit Awards shall be denominated in unit equivalents of shares of Common Stock and/or units of value including dollar value of shares of Common Stock in such amounts and subject to such terms and conditions as determined by the Committee. At the time of grant, the Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate. At the time of grant, the Committee shall specify the settlement date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee. On the maturity date, the Company shall, subject to Section 8.7, deliver to the Participant one (1) share of Common Stock for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited. Alternatively, settlement of a Restricted Stock Unit may be made in cash or any combination of cash and Common Stock, as determined by the Committee, in its sole discretion, at the time of grant of the Restricted Stock Units.

7.5 Other Stock-Based Awards. The Committee is authorized under the Plan to make any other Award to an Eligible Individual that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Common Stock, (ii) a right with an exercise or conversion privilege related to the passage of time, the occurrence of one (1) or more events, or the satisfaction of Performance Criteria or other conditions, or (iii) any other security with the value derived from the value of Common Stock. The Committee may establish one (1) or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one (1) or more classes of Participants on such terms and conditions as determined by the Committee from time to time.

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7.6 Term. Except as otherwise provided herein, the term of any Award of Performance Stock, Performance Stock Units, Restricted Stock Units and any other Stock-Based Award granted pursuant to this Article 7 shall be set by the Committee in its discretion.

7.7 Form of Payment. Payments with respect to any Awards granted under this Article 7 shall be made in cash, in Common Stock or a combination of both, as determined by the Committee, at the time of grant of the Awards.

7.8 Timing of Settlement. At the time of grant, the Committee shall specify the settlement date applicable to an Award of Performance Stock, Performance Stock Units, Restricted Stock Units or any other Stock-Based Award granted pursuant to this Article 7, which shall be no earlier than the vesting date(s) applicable to the relevant Award and may be later than the vesting date(s) to the extent and under the terms determined by the Committee.

ARTICLE 8. PROVISIONS APPLICABLE TO AWARDS.

8.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

8.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award which may include the term of an Award, the provisions applicable in the event of a Participant’s Termination of Service, and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.

8.3 Limits on Transfer. No right or interest of a Participant in any Award may be pledged, encumbered, or hypothecated to or in favor of any party, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than to, or in the favor of, the Company or a Parent, Subsidiary or Affiliate to the extent permitted by and in accordance with applicable law. Except as otherwise provided herein, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the Committee (or the Board in the case of Awards granted to Outside Directors). The Committee by express provision in the Award Agreement or an amendment thereto may, subject to applicable laws, permit an Award (other than an ISO) to be transferred to, exercised by and paid to members of the Participant’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, pursuant to such conditions and procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind trust” in connection with the Participant’s Termination of Service with the Company or a Parent, Subsidiary or Affiliate to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis consistent with the Company’s lawful issue of securities.

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8.4 Termination of Service. Except as otherwise provided in the Plan, any Award granted under the Plan shall only be exercisable or payable while the Participant is an Employee, Consultant or Director, as applicable; provided, however, that the Committee in its sole and absolute discretion may provide that any Award may be exercised or paid subsequent to a Termination of Service, as applicable, or following a Change of Control, or because of the Participant’s retirement, death or disability, or otherwise, provided that in no event may an Option be exercised after the expiration of the term set forth in the applicable Award Agreement.

8.5 Beneficiaries. Notwithstanding Section 8.3 hereof, a Participant may, if permitted by the Committee and applicable law, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to either the person’s estate or legal representative or the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution (or equivalent laws outside the U.S.). Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee.

8.6 Stock Certificates. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares of Common Stock pursuant to the exercise or vesting of any Award, unless and until the Committee has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Common Stock is listed or traded. All certificates evidencing shares of Common Stock delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with federal, state local, securities or other laws, including laws of jurisdictions outside the U.S., rules and regulations and the rules of any national securities exchange or automated quotation system on which the Common Stock is listed, quoted, or traded. The Committee may place legends on any certificate evidencing shares of Common Stock to reference restrictions applicable to the Common Stock. In addition to the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

8.7 Accelerated Vesting and Deferral Limitations. The Committee shall not have the discretionary authority to accelerate or delay issuance of the Common Stock under an Award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that shall not cause any person to incur taxes, interest or penalties under Section 409A of the Code.

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8.8 Dividends and Dividend Equivalents. No dividends may be paid to a Participant with respect to an Award prior to the vesting of such Award. An Award may provide for dividends or dividend equivalents to accrue on behalf of a Participant as of each dividend payment date during the period between the date the Award is granted and the date the Award is exercised, vested, expired, credited or paid, and to be converted to vested cash or Common Stock at the same time and subject to the same vesting conditions that apply to the Common Stock to which such dividends or dividend equivalents relate.

ARTICLE 9. CHANGES IN CAPITAL STRUCTURE.

9.1 Adjustments. Should any change be made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend, extraordinary dividend, recapitalization, combination, exchange, spin-off or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the maximum number and/or class of securities for which any Participant may be granted Awards under the terms of the Plan or that may be granted generally under the terms of the Plan, and (iii) the number and/or class of securities and price per share of Common Stock in effect under each Award outstanding under Articles 5 through 7. Such adjustments to the outstanding Awards are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such Awards. Notwithstanding anything herein to the contrary, an adjustment to an Award under this Section 9.1 may not be made in a manner that would result in the grant of a new Option or SAR under Section 409A of the Code. The adjustments determined by the Committee shall be final, binding and conclusive.

9.2 Change of Control.

(a) Notwithstanding Section 9.1 hereof, and except as may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company and a Participant, if a Change of Control occurs and a Participant’s Full-Value Awards are not converted, assumed, or replaced by a comparable award by a successor or survivor corporation, or a parent or subsidiary thereof, such Full-Value Awards shall automatically vest and become fully exercisable and all forfeiture restrictions on such Awards shall lapse immediately prior to the Change of Control and following the consummation of such Change of Control, the Award shall terminate and cease to be outstanding. Further, if a Change of Control occurs and a Participant’s Options or SARs are not converted, assumed or replaced by a comparable award by a successor or survivor corporation, or a parent or subsidiary thereof, such Options or SARs outstanding at the time of the Change of Control, shall automatically vest and become fully exercisable immediately prior to the Change of Control and thereafter shall automatically terminate. In the event that the terms of any agreement (other than the Award Agreement) between the Company or any Parent, Subsidiary or Affiliate and a Participant contains provisions that conflict with and are more restrictive than the provisions of this Section 9.2(a), this Section 9.2(a) shall prevail and control and the more restrictive terms of such agreement (and only such terms) shall be of no force or effect. The determination of comparability in this Section 9.2(a) shall be made by the Committee, and its determination shall be final, binding and conclusive.

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(b) The portion of any Incentive Stock Option accelerated in connection with a Change of Control shall remain exercisable as an Incentive Stock Option only to the extent the applicable One Hundred Thousand Dollar ($100,000) limitation is not exceeded. To the extent such dollar limitation is exceeded, the accelerated portion of such Option shall be exercisable as a Non-Qualified Stock Option under the U.S. federal tax laws.

9.3 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation of Common Stock of any class, the payment of any dividend, any increase or decrease in the number of shares of Common Stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of Common Stock of any class, or securities convertible into Common Stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Award or the grant or the Exercise Price of any Award.

ARTICLE 10. ADMINISTRATION.

10.1 Authority of Committee. This Plan shall be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of the Plan, and to the direction of the Board, the Committee shall have full power to implement and carry out the Plan. The Committee shall have the authority to:

(a) construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan;

(b) prescribe, amend and rescind rules and regulations relating to the Plan or any Award;

(c) designate Eligible Individuals to receive Awards;

(d) determine the form and terms of Awards;

(e) determine the number of Awards to be granted and the number of shares of Common Stock or other consideration subject to Awards;

(f) determine whether Awards shall be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate;

(g) grant waivers of Plan or Award conditions;

(h) determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the Exercise Price or grant price, any restrictions or limitations on the Award, any schedule for the lapse of forfeiture restrictions or restrictions on the exercisability of an Award, vesting, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;

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(i) correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Award or any Award Agreement;

(j) determine whether the Performance Goals under any Performance-Based Award have been met;

(k) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in cash, Common Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(l) determine the methods that may be used to pay the Exercise Price or grant price of an Award;

(m) establish, adopt, or revise any rules and regulations including adopting sub-plans to the Plan as the Committee may deem necessary or advisable under local law;

(n) suspend or terminate the Plan at any time; provided, that such suspension or termination does not impair the rights and obligations under any outstanding Award without written consent of the affected Participant;

(o) determine the Fair Market Value of the Common Stock for any purpose; and

(p) make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

10.2 Committee Discretion. Any determination made by the Committee with respect to any Award shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and on all persons having an interest in any Award under the Plan.

10.3 Delegation of Authority. To the extent permitted by applicable law, the Committee may from time to time delegate to a committee of one (1) or more members of the Board or one (1) or more officers of the Company the authority to grant or amend Awards to Participants other than Insiders to whom authority to grant or amend Awards has been delegated hereunder, by the Committee, or by the Compensation and People Committee of Flex, Ltd., a limited company organized under the laws of Singapore and indirect Parent of the Company. For the avoidance of doubt, provided it meets the limitation in the preceding sentence, this delegation shall include the right to modify Awards as necessary to accommodate changes in the laws or regulations, including in jurisdictions outside the U.S. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation, and the Committee may at any time rescind the authority so delegated or appoint a new delegate. At all times, the delegate appointed under this Section 10.3 shall serve in such capacity at the pleasure of the Committee.

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ARTICLE 11. EFFECTIVE AND EXPIRATION DATE.

11.1 Effective Date. The Plan is effective as [•], 2023 (the “Effective Date”) on which the Plan as adopted by the Board was approved by its stockholders.

11.2 Expiration Date. The Plan shall expire on, and no Award may be granted pursuant to the Plan after the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

ARTICLE 12. AMENDMENT, MODIFICATION, AND TERMINATION.

12.1 Amendment, Modification, and Termination. The Committee has complete and exclusive power and authority to amend or modify the Plan (or any component thereof) in any or all respects whatsoever. However, no such amendment or modification shall materially and adversely affect rights and obligations with respect to Awards at the time outstanding under the Plan, unless the Participant consents to such amendment. In addition, except as provided in the Plan, the Committee may not, without the approval of the Company’s stockholders, amend the Plan to (i) increase the maximum number of shares of Common Stock issuable under the Plan, (ii) materially modify the eligibility requirements for Plan participation or (iii) materially increase the benefits accruing to Participants. Further, the repricing, replacement or regranting of any previously granted Award, through cancellation or by lowering the Exercise Price of such Award, shall be prohibited unless the stockholders of the Company first approve such repricing, replacement or regranting. No underwater Option or SAR may be cancelled in exchange for, or in connection with the payment of a cash amount without stockholder approval. The Committee may at any time terminate or amend the Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to the Plan; provided, however, that the Committee shall not, without the requisite stockholder approvals, amend the Plan in any manner that requires such stockholder approval under the stock exchange listing requirements then applicable to the Company.

12.2 Awards Previously Granted. Except with respect to amendments made pursuant to Section 13.13 hereof, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant; provided, however, that an amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Participant.

ARTICLE 13. GENERAL PROVISIONS.

13.1 No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly.

13.2 No Stockholder Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with respect to the Common Stock covered by any Award, including the right to vote or receive dividends, until the Participant becomes the owner of such Common Stock, notwithstanding the exercise or vesting of an Option or other Award.

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13.3 Withholding. The Company or any Subsidiary or Affiliate, as appropriate, shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy U.S. federal, state, or local taxes and any taxes imposed by jurisdictions outside of the U.S. (including income tax, social insurance contributions, payment on account and any other taxes that may be due) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan or to take such other action as may be necessary in the opinion of the Company or a Parent, Subsidiary or Affiliate, as appropriate, to satisfy withholding obligations for the payment of taxes by any means authorized by the Committee. No Common Stock shall be delivered hereunder to any Participant or other person until the Participant or such other person has made arrangements acceptable to the Committee for the satisfaction of these tax obligations with respect to any taxable event concerning the Participant or such other person arising as a result of Awards made under the Plan.

13.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Company or any Parent, Subsidiary or Affiliate.

13.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary or Affiliate.

13.6 Relationship to Other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, termination programs and/or indemnities or severance payments, welfare or other benefit plan of the Company or any Parent, Subsidiary or Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder, or as expressly provided by applicable law.

13.7 Expenses. The expenses of administering the Plan shall be borne by the Company and/or its Subsidiaries and/or Affiliates.

13.8 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

13.9 Fractional Shares of Common Stock. No fractional shares of Common Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down as appropriate.

13.10 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

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13.11 Government and Other Regulations.

(a) The obligation of the Company to make payment of awards in shares of Common Stock or otherwise shall be subject to all applicable laws, rules, and regulations of the U.S. and jurisdictions outside of the U.S., and to such approvals by government agencies, including government agencies in jurisdictions outside of the U.S., in each case as may be required or as the Company deems necessary or advisable. Without limiting the foregoing, the Company shall have no obligation to issue or deliver any Common Stock subject to Awards granted hereunder prior to: (i) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and (ii) completion of any registration or other qualification with respect to the Common Stock under any applicable law in the U.S. or in a jurisdiction outside of the U.S. or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Common Stock as to which such requisite authority shall not have been obtained. The Company shall be under no obligation to register the Common Stock issued or paid pursuant to the Plan under the Securities Act. If the shares of Common Stock subject to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act the Company may restrict the issuance and delivery of such Common Stock in such manner as it deems advisable to ensure the availability of any such exemption.

(b) Notwithstanding any provision herein to the contrary, the Prior Plan and the Legacy Awards issued thereunder were originally intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act (and any similarly applicable state “blue-sky” securities laws) with respect to periods preceding the IPO; provided that the foregoing shall not restrict or limit the application of any other exemption from registration under the Securities Act in connection therewith.

13.12 Governing Law. The Plan and all Award Agreements, and all controversies thereunder or related thereto, shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflict of laws.

13.13 Section 409A. Except as provided in Section 13.14 hereof, to the extent that the Committee determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments

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to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. If a Participant is identified by the Company as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1( h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A of the Code shall be paid or settled on the earliest of (i) as soon as practicable after, but in no event more than ten (10) days after, the first business day following the expiration of six (6) months from the Participant’s separation from service, (ii) as soon as practicable after the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Section 409A of the Code.

13.14 No Representations or Covenants with respect to Tax Qualification. Although the Company may endeavor to (a) qualify an Award for favorable tax treatment under the laws of the U.S. (e.g., Incentive Stock Options) or jurisdictions outside of the U.S. or (b) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, anything to the contrary in the Plan, including Section 13.13 hereof, notwithstanding. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

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EX-10.22

Exhibit 10.22

CREDIT AGREEMENT

dated as of

February [●], 2023

among

NEXTRACKER INC.,

as Parent,

The Other Holding Entities Party Hereto,

NEXTRACKER LLC,

as the Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

and

SUMITOMO MITSUI BANKING CORPORATION, UNICREDIT BANK AG, NEW YORK BRANCH and U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIBANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP., HSBC BANK USA, N.A., MIZUHO BANK, LTD., THE BANK OF NOVA SCOTIA, TRUIST SECURITIES, INC. and KEYBANC CAPITAL MARKETS INC.,

as Joint Bookrunners and Joint Lead Arrangers

Table of Contents

		Page
ARTICLE I Definitions			1
SECTION 1.01.	Defined Terms		1
SECTION 1.02.	Classification of Loans and Borrowings		52
SECTION 1.03.	Terms Generally		52
SECTION 1.04.	Accounting Terms; Changes in GAAP; Rounding		53
SECTION 1.05.	Times of Day		54
SECTION 1.06.	Interest Rates; Benchmark Notification		54
SECTION 1.07.	Currency Equivalents Generally; Change of Currency		54
SECTION 1.08.	Timing of Payment and Performance		55
SECTION 1.09.	[Reserved]		55
SECTION 1.10.	Letter of Credit Amounts		55
SECTION 1.11.	Divisions		55
SECTION 1.12.	Certain Calculations		55
ARTICLE II The Credits			58
SECTION 2.01.	Commitments		58
SECTION 2.02.	Loans and Borrowings		58
SECTION 2.03.	Requests for Borrowings		59
SECTION 2.04.	[Reserved]		59
SECTION 2.05.	Swingline Loans		59
SECTION 2.06.	Letters of Credit		61
SECTION 2.07.	Funding of Borrowings		66
SECTION 2.08.	Interest Elections		67
SECTION 2.09.	Termination and Reduction of Commitments		68
SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt		68
SECTION 2.11.	Prepayment of Loans		70
SECTION 2.12.	Fees		71
SECTION 2.13.	Interest		72
SECTION 2.14.	Alternate Rate of Interest		73
SECTION 2.15.	Increased Costs		76
SECTION 2.16.	Break Funding Payments		77
SECTION 2.17.	Taxes		77
SECTION 2.18.	Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Setoffs		81
SECTION 2.19.	Mitigation Obligations; Replacement of Lenders		82
SECTION 2.20.	Incremental Facilities		83
SECTION 2.21.	Defaulting Lenders		87
ARTICLE III Representations and Warranties			89
SECTION 3.01.	Organization; Powers; Subsidiaries		89
SECTION 3.02.	Authorization; No Contravention		89
SECTION 3.03.	Governmental Approvals; Other Consents		89
SECTION 3.04.	Binding Effect		90
SECTION 3.05.	Financial Condition; No Material Adverse Change		90
SECTION 3.06.	Litigation		90
SECTION 3.07.	No Default		90
SECTION 3.08.	Ownership of Property; Liens		90

i

Table of Contents

(continued)

		Page
SECTION 3.09.	Environmental		91
SECTION 3.10.	Insurance		91
SECTION 3.11.	Taxes		91
SECTION 3.12.	ERISA Compliance		91
SECTION 3.13.	Subsidiaries; Equity Interests		92
SECTION 3.14.	Margin Regulations; Investment Company Act		92
SECTION 3.15.	Disclosure		92
SECTION 3.16.	Compliance with Laws		93
SECTION 3.17.	[Reserved]		93
SECTION 3.18.	Intellectual Property; Licenses		93
SECTION 3.19.	Solvency		93
SECTION 3.20.	Collateral Documents		93
SECTION 3.21.	Senior Debt		93
SECTION 3.22.	Anti-Terrorism; Anti-Money Laundering; Etc.		93
SECTION 3.23.	Anti-Corruption Laws		94
SECTION 3.24.	Affected Financial Institution		94
ARTICLE IV Conditions			94
SECTION 4.01.	Effective Date		94
SECTION 4.02.	Each Credit Event		97
ARTICLE V Affirmative Covenants			97
SECTION 5.01.	Financial Statements		97
SECTION 5.02.	Certificates; Other Information		99
SECTION 5.03.	Notices of Material Events		100
SECTION 5.04.	Preservation of Existence, Etc.		101
SECTION 5.05.	Maintenance of Properties		101
SECTION 5.06.	Maintenance of Insurance		101
SECTION 5.07.	Compliance with Laws		102
SECTION 5.08.	Books and Records		102
SECTION 5.09.	Inspection Rights		102
SECTION 5.10.	Use of Proceeds		102
SECTION 5.11.	Covenant to Guarantee Obligations and Give Security		103
SECTION 5.12.	Compliance with Environmental Laws		107
SECTION 5.13.	Lender Calls		107
SECTION 5.14.	Further Assurances		108
SECTION 5.15.	Post-Closing Obligations		108
SECTION 5.16.	Designation of Restricted and Unrestricted Subsidiaries		108
SECTION 5.17.	Accuracy of Information		109
ARTICLE VI Negative Covenants			109
SECTION 6.01.	Liens		109
SECTION 6.02.	Investments		113
SECTION 6.03.	Indebtedness		115
SECTION 6.04.	Fundamental Changes		119
SECTION 6.05.	Dispositions		120
SECTION 6.06.	Restricted Payments		122

ii

Table of Contents

(continued)

		Page
SECTION 6.07.	Change in Nature of Business		124
SECTION 6.08.	Transactions with Affiliates		124
SECTION 6.09.	Restrictive Agreements		125
SECTION 6.10.	Use of Proceeds		126
SECTION 6.11.	Maximum Total Net Leverage Ratio		126
SECTION 6.12.	Holding Entity Covenants		126
SECTION 6.13.	Fiscal Year		127
SECTION 6.14.	Prepayments of Indebtedness		128
SECTION 6.15.	Sale and Leaseback Transactions		128
SECTION 6.16.	Amendments to Indebtedness		128
ARTICLE VII Events of Default			128
SECTION 7.01.	Events of Default		128
SECTION 7.02.	Remedies Upon an Event of Default		131
SECTION 7.03.	Application of Payments		132
ARTICLE VIII The Administrative Agent			133
SECTION 8.01.	Authorization and Action		133
SECTION 8.02.	Administrative Agent’s Reliance, Limitation of Liability, Etc.		136
SECTION 8.03.	Posting of Communications		137
SECTION 8.04.	The Administrative Agent Individually		138
SECTION 8.05.	Successor Administrative Agent		138
SECTION 8.06.	Acknowledgements of Lenders and Issuing Banks		139
SECTION 8.07.	Collateral Matters		141
SECTION 8.08.	Credit Bidding		142
SECTION 8.09.	Certain ERISA Matters		143
SECTION 8.10.	Cash Management Agreements and Secured Hedge Agreements		144
ARTICLE IX Miscellaneous			145
SECTION 9.01.	Notices		145
SECTION 9.02.	Waivers; Amendments		146
SECTION 9.03.	Expenses; Limitation of Liability; Indemnity Etc.		148
SECTION 9.04.	Successors and Assigns		150
SECTION 9.05.	Survival		155
SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution		155
SECTION 9.07.	Severability		156
SECTION 9.08.	Right of Setoff		157
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process		157
SECTION 9.10.	WAIVER OF JURY TRIAL		158
SECTION 9.11.	Headings		158
SECTION 9.12.	Confidentiality		158
SECTION 9.13.	USA PATRIOT Act		159
SECTION 9.14.	Collateral and Guaranty Matters		160
SECTION 9.15.	Appointment for Perfection		161
SECTION 9.16.	Interest Rate Limitation		161
SECTION 9.17.	No Fiduciary Duty, etc		162
SECTION 9.18.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions		163

iii

Table of Contents

(continued)

		Page
SECTION 9.19.	Acknowledgement Regarding Any Supported QFCs		163
SECTION 9.20.	Intercreditor Agreements		164
SECTION 9.21.	Judgment Currency		164
ARTICLE X Borrower Guarantee			164

SCHEDULES:

Schedule 2.01A – Commitments

Schedule 2.01B – Letter of Credit Commitments

Schedule 3.01 – Guarantors

Schedule 3.13 – Subsidiaries; Equity Interests

Schedule 5.15 – Post-Closing Obligations

Schedule 6.01 – Existing Liens

Schedule 6.02 – Existing Investments

Schedule 6.03 – Existing Indebtedness

Schedule 6.08 – Transactions with Affiliates

EXHIBITS:

Exhibit A – Form of Assignment and Assumption

Exhibit B-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

Exhibit B-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

Exhibit B-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

Exhibit B-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

Exhibit C-1 – Form of Borrowing Request

Exhibit C-2 – Form of Interest Election Request

Exhibit D-1 – Form of Revolving Loan Note

Exhibit D-2 – Form of Term Loan Note

Exhibit E – Form of Compliance Certificate

Exhibit F – From of Collateral Agreement

Exhibit G – Form of Guarantee Agreement

Exhibit H – Solvency Certificate

iv

CREDIT AGREEMENT (this “Agreement”) dated as of February [●], 2023 among NEXTRACKER INC., a Delaware corporation (“Parent”), the other Holding Entities party hereto, NEXTRACKER LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01.    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR” when used in reference to any Loan or Borrowing, refers to such Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate. All ABR Loans shall be denominated in Dollars.

“Adjusted Daily Simple SOFR” means an interest rate per annum equal to (a) the Daily Simple SOFR, plus (b) 0.10%; provided that, if the Adjusted Daily Simple SOFR as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros for any Interest Period, an interest rate per annum equal to (a) the EURIBOR Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided that, if the Adjusted EURIBOR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that, if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent-Related Person” has the meaning assigned to such term in Section 9.03(d).

“Agreed Currencies” means Dollars and each Alternative Currency.

“Agreement” has the meaning assigned to such term in the introductory paragraph.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ¹⁄₂ of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two (2) U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that, for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Alternative Currency” means Euros and any additional currencies determined after the Effective Date by mutual agreement of the Borrower, each of the Revolving Lenders and Issuing Banks and the Administrative Agent; provided that, each such currency is a lawful currency that is readily available, freely transferable and not restricted and able to be converted into Dollars.

“Ancillary Document” has the meaning assigned to such term in Section 9.06

“Anti-Corruption Laws” means any laws, rules and regulations of any jurisdiction applicable to any Holding Entity, the Borrower or any of its Restricted Subsidiaries concerning or relating to bribery or corruption of public officials, including without limitation the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering Laws” has the meaning assigned to such term in Section 3.22.

“Applicable Parties” has the meaning assigned to such term in Section 8.03(c).

“Applicable Percentage” means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments); provided that in the case of Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded in the calculation and (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term Loans of all Term Lenders.

“Applicable Rate” means, for any day, with respect to any Term Benchmark Loan (or, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, any RFR Loan), any ABR Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “Term Benchmark Spread”, “RFR

2

Spread”, “ABR Spread” or “Commitment Fee Rate”, as the case may be, based upon the Total Net Leverage Ratio applicable on such date:

	Total Net Leverage Ratio	Term Benchmark Spread and RFR Spread			ABR Spread			Commitment Fee Rate
Category 1:	≤ 0.50:1.00		1.625	%		0.625	%		0.20	%
Category 2:	> 0.50:1.00 but ≤ 1.00:1.00		1.750	%		0.750	%		0.25	%
Category 3:	> 1.00:1.00 but ≤ 2.00:1.00		1.875	%		0.875	%		0.30	%
Category 4:	> 2.00:1.00		2.000	%		1.000	%		0.35	%

For purposes of the foregoing,

(i)    if at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Category 4 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the Category shall be determined in accordance with the table above as applicable;

(ii)    adjustments, if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change); and

(iii)    notwithstanding the foregoing, Category [2] shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials for the Borrower’s first full fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.

“Applicable Time” means, with respect to any Borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the Issuing Bank, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Applicable Total Net Leverage Ratio” means 3.00:1.00.

“Approved Electronic Platform” has the meaning assigned to such term in Section 8.03(a).

“Approved Fund” has the meaning assigned to such term in Section 9.04(b).

“Arrangers” means each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Barclays Bank PLC, BNP Paribas Securities Corp., HSBC Bank USA, N.A., Mizuho Bank, Ltd., TheBank of Nova Scotia, Truist Securities, Inc. and KeyBanc Capital Markets Inc., in its capacity as a joint bookrunner and a joint lead arranger hereunder.

3

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.

“ASU” has the meaning assigned to such term in Section 1.04(d).

“Attributable Indebtedness” means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Available Amount” means, as at any date of determination, an amount equal to (x) the greater of (i) $38,750,000 and (ii) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (y) an amount, which shall not be less than zero, equal to (i) to the extent constituting income (rather than loss), 50% of Consolidated Net Income, or (ii) to the extent constituting loss (rather than income), 100% of Consolidated Net Income (it being understood that such any loss shall reduce rather than increase the Available Amount), in each case, for the period from the first day of the first full fiscal quarter commencing after the Effective Date to and including the last day of the most recently completed fiscal quarter with respect to which the Administrative Agent has received the Compliance Certificate required to be delivered pursuant to Section 5.02(a), minus (z) any portion of such amount utilized by the Borrower and its Restricted Subsidiaries on or prior to such date of determination to make (1) Investments pursuant to Section 6.02(c)(iv)(C)(3), (2) Investments pursuant to Section 6.02(o)(3), (3) Restricted Payments pursuant to Section 6.06(e)(3), or (4) prepayments, redemptions, purchases, defeasances or other payments of Junior Indebtedness pursuant to Section 6.14(c)(3).

“Availability Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Revolving Commitments.

“Available Revolving Commitment” means, at any time with respect to any Lender, the Revolving Commitment of such Lender then in effect minus the Revolving Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a).

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 2.14.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

4

“Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof; provided that, a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Benchmark” means, initially, the Relevant Rate for such Agreed Currency; provided that, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 2.14.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any Loan denominated in an Alternative Currency, “Benchmark Replacement” shall mean the alternative set forth in (2) below:

(1)    in the case of Loans denominated in Dollars, Adjusted Daily Simple SOFR;

(2)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at such time in the United States and (b) the related Benchmark Replacement Adjustment;

If the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

5

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Loan denominated in Dollars, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

6

“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, the central bank for the Agreed Currency applicable to such Benchmark, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Borrower” has the meaning assigned to such term in the introductory paragraph.

“Borrower Materials” has the meaning specified in Section 5.02.

“Borrower Notice” has the meaning specified in Section 5.11(b).

“Borrowing” means (a) Revolving Loans of the same Type and Agreed Currency, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect, (b) a Term Loan of the same Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form attached hereto as Exhibit C-1 or any other form approved by the Administrative Agent.

“Business” means the legacy solar tracker business of Flex Ltd. (including the Borrower and its Subsidiaries).

“Business Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (x) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day and (y) in relation to Loans referencing the Adjusted Term SOFR Rate (or, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, any RFR Loan) and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate (or, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, the Adjusted Daily Simple SOFR) or any other dealings of such Loans referencing the Adjusted Term SOFR Rate (or, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, any RFR Loan), any such day that is a U.S. Government Securities Business Day.

“Capital Lease” means, with respect to any Person, any capital lease or financing lease that (subject to Section 1.04) is required by GAAP to be accounted for as a capital lease or financing lease.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease, which obligations are required to be classified and accounted for as Capital Leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP, in each case subject to Section 1.04.

“Captive Insurance Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, any Issuing Bank or the Swingline Lender (as applicable) and the Lenders, as collateral for the LC Exposure, Obligations in respect of Swingline Loans or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the applicable Issuing Bank or the Swingline Lender benefiting from

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such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the applicable Issuing Bank or the Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(b)    time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state or province thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System that has combined capital and surplus of at least $250,000,000, in each case with maturities of not more than 365 days from the date of acquisition thereof;

(c)    commercial paper maturing no more than 365 days from the time of the acquisition thereof, and having, at the time of acquisition thereof, a rating of A-1 (or the then equivalent grade) or better from S&P or P-1 (or the then equivalent grade) or better from Moody’s;

(d)    Investments, classified in accordance with GAAP as current assets of the Borrower or any of its Restricted Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition;

(e)    fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the requirements in clause (b) of this definition; and

(f)    instruments equivalent to those referred to in clauses (a) to (e) in this definition denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, card services (including services related to credit cards, including purchasing and commercial cards, prepaid cards, including payroll, stored value and gift cards, merchant services processing and debit cards), electronic funds transfer and other cash management arrangements.

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with the Borrower or any of its Restricted Subsidiaries, is a Lender, the Administrative Agent or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger,

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in its capacity as a party to such Cash Management Agreement, and (b) in the case of any Cash Management Agreement entered into prior to, and existing on, the Effective Date, any Person that is, on the Effective Date, a Lender, the Administrative Agent or an Arranger or Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Cash Management Agreement.

“CBR Loan” means a Loan that bears interest at a rate determined by reference to the Central Bank Rate.

“CBR Spread” means the Applicable Rate, applicable to such Loan that is replaced by a CBR Loan.

“Central Bank Rate” means, the greater of (I)(A) for any Loan denominated in (a) Euros, one of the following three rates as may be selected by the Administrative Agent in its reasonable discretion: (1) the fixed rate for the main refinancing operations of the European Central Bank (or any successor thereto), or, if that rate is not published, the minimum bid rate for the main refinancing operations of the European Central Bank (or any successor thereto), each as published by the European Central Bank (or any successor thereto) from time to time, (2) the rate for the marginal lending facility of the European Central Bank (or any successor thereto), as published by the European Central Bank (or any successor thereto) from time to time or (3) the rate for the deposit facility of the central banking system of the Participating Member States, as published by the European Central Bank (or any successor thereto) from time to time and (b) any other Alternative Currency determined after the Effective Date, a central bank rate as determined by the Administrative Agent in its reasonable discretion; plus (B) the applicable Central Bank Rate Adjustment and (II) the Floor.

“Central Bank Rate Adjustment” means, for any day, for any Loan denominated in (a) Euros, a rate equal to the difference (which may be a positive or negative value or zero) of (i) the average of the Adjusted EURIBOR Rate for the five most recent Business Days preceding such day for which the EURIBOR Screen Rate was available (excluding, from such averaging, the highest and the lowest Adjusted EURIBOR Rate applicable during such period of five Business Days) minus (ii) the Central Bank Rate in respect of Euros in effect on the last Business Day in such period and (b) any other Alternative Currency determined after the Effective Date, a Central Bank Rate Adjustment as determined by the Administrative Agent in its reasonable discretion. For purposes of this definition, (x) the term Central Bank Rate shall be determined disregarding clause (B) of the definition of such term and (y) the EURIBOR Rate on any day shall be based on the EURIBOR Screen Rate, on such day at approximately the time referred to in the definition of such term for deposits in the applicable Agreed Currency for a maturity of one month.

“CFC” means (a) any “controlled foreign corporation” within the meaning of Section 957 of the Code and (b) each Subsidiary of any such Person.

“CFC Holding Company” means each Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more (a) CFCs or (b) Persons described in this definition.

“Change in Law” means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, rule, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules,

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guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

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

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (x) any employee benefit plan of Parent, the Borrower or its Subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (y) any Permitted Holder) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of the Borrower or Parent entitled to vote for members of the board of directors or equivalent governing body of the Borrower or Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);

(b)    Parent shall cease to Control the Borrower; or

(c)    a “Change of Control,” “Change in Control” or similar event shall occur under any Indebtedness of the Borrower or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the Threshold Amount (to the extent that the occurrence of such event permits the holders of Indebtedness thereunder to accelerate the maturity thereof or to resell such other Indebtedness to the Borrower or any of its Restricted Subsidiaries, or requires the Borrower or any of its Restricted Subsidiaries to repay, or offer to repurchase, such Indebtedness prior to the stated maturity thereof).

“Charges” has the meaning assigned to such term in Section 9.16

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Swingline Loans.

“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).

“Code” means the Internal Revenue Code of 1986, as amended.

“Co-Documentation Agent” means each of Sumitomo Mitsui Banking Corporation, UniCredit Bank AG, New York Branch and U.S. Bank National Association, in its capacity as co-documentation agent for the credit facilities evidenced by this Agreement.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property provided as collateral security under the terms of the Collateral Documents; provided that, on any date of determination, the Collateral shall exclude any Excluded Assets as of such date.

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“Collateral Agreement” means the collateral agreement of even date herewith executed and delivered by the Loan Parties and substantially in the form of Exhibit F.

“Collateral Documents” means, collectively, the Collateral Agreement, the Mortgages, each of the mortgages, collateral assignments, supplements to all of the foregoing, security agreements, pledge agreements, control agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 4.01(a), 5.11 or 5.14 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Reinstatement Date” means, the first date after the occurrence of any IG Release Date on which the Investment Grade Condition is not satisfied.

“Commitment” means, (a) the Revolving Commitments and the Term Loan Commitments and (b) with respect to each Lender, the sum of such Lender’s Revolving Commitment and Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment or Term Loan Commitment pursuant to the terms hereof, as applicable.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to Section 8.03, including through an Approved Electronic Platform.

“Compliance Certificate” means a certificate substantially in the form of Exhibit E.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period, plus (i) the following, without duplication, to the extent deducted in calculating such Consolidated Net Income:

(a)    Consolidated Interest Expense, plus

(b)    the provision for federal, state, local and foreign income and franchise taxes payable (calculated net of federal, state, local and foreign income tax credits) and other taxes, interest and penalties included under GAAP in income tax expense (provided that such amounts in respect of any Restricted Subsidiary shall be included in this clause (b) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Borrower by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its Organization Documents and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders), plus

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(c)    depreciation and amortization expenses (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), plus

(d)    other non-recurring expenses, write-offs, write-downs or impairment charges which do not represent a cash item in such period (or in any future period) (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period and any non-cash charge, expense or loss relating to write-offs, write-downs or reserves with respect to accounts receivable or inventory), plus

(e)    non-cash charges or expenses related to stock-based compensation and other non-cash charges or non-cash losses (including, extraordinary, unusual or non-recurring non-cash losses) incurred or recognized, plus

(f)    cash or non-cash charges constituting fees and expenses incurred in connection with the Transactions, plus

(g)    unrealized losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 or any similar accounting standard, plus

(h)    any expenses or charges related to any issuance of Equity Interests or debt securities, Investment, acquisition, Disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including any amendment or other modification of the Obligations or other Indebtedness; plus

(i)    one-time deal advisory, financing, legal, accounting, and consulting cash expenses incurred by the Borrower and its Restricted Subsidiaries in connection with any Permitted Acquisitions not constituting the consideration for any such Permitted Acquisition, plus

(j)    non-cash losses and expenses resulting from fair value accounting (as permitted by Accounting Standard Codification Topic No. 825-10-25 – Fair Value Option or any similar accounting standard), plus

(k)    restructuring charges or reserves or integration costs or other business optimization expenses, including in connection with (x) the Transactions or any Permitted Acquisition or (y) the consolidation or closing of facilities during such Measurement Period; provided that the aggregate amount of integration costs related to any Permitted Acquisition added-back pursuant to this clause (k) in any four consecutive fiscal quarter period shall not exceed, together with amounts added back pursuant to clause (iii) below for such period, 20% of Consolidated EBITDA for such period prior to giving effect to this clause (k) or clause (iii) below, plus

(l)    extraordinary, unusual or non-recurring cash charges and cash losses incurred or recognized;

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and (ii) minus, without duplication,

(a)    unrealized gains included in Consolidated EBITDA for such Measurement Period in respect of hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC 830 or any similar accounting standard and

(b)    non-cash gains included in Consolidated Net Income for such Measurement Period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or a reserve for a potential cash gain in any prior period).

If there has occurred a Permitted Acquisition or other Investment in the nature of an acquisition permitted by this Agreement during the applicable Measurement Period, or for purposes of calculating pro forma Total Net Leverage Ratio or pro forma Secured Net Leverage Ratio after the applicable Measurement Period but on or prior to the Ratio Calculation Date in accordance with Section 1.12(b), Consolidated EBITDA shall be calculated on a Pro Forma Basis in accordance with Section 1.12(b).

Calculating Consolidated EBITDA on a “Pro Forma Basis” shall mean giving effect to any such Permitted Acquisition or other Investment in the nature of an acquisition, and any Indebtedness incurred or assumed in connection therewith, as follows:

(i)    any Indebtedness incurred or assumed in connection with such Permitted Acquisition or other permitted Investment in the nature of an acquisition was incurred or assumed on the first day of the applicable Measurement Period and remained outstanding,

(ii)    the rate on such Indebtedness shall be calculated as if the rate in effect on the date of such Permitted Acquisition or other permitted Investment in the nature of an acquisition had been the applicable rate for the entire period (taking into account any interest rate Swap Contracts applicable to such Indebtedness), and

(iii)    all income, depreciation, amortization, taxes, and expense associated with the assets or entity acquired in connection with such Permitted Acquisition or other permitted Investment in the nature of an acquisition for the applicable period shall be calculated on a pro forma basis after giving effect to cost savings, operating expense reductions, other operating improvements and cost synergies that are reasonably identifiable and projected by the Borrower in good faith to be realized within eighteen (18) months after such Permitted Acquisition or other permitted Investment in the nature of an acquisition (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken by the Borrower or any Restricted Subsidiary in connection with such Permitted Acquisition or other such permitted Investment and net of (x) the amount of actual benefits realized during such period from such actions that are otherwise included in the calculation of Consolidated EBITDA in each case from and after the first day of such Measurement Period and (y) the amount of all income, depreciation, amortization, taxes and expenses associated with any assets or entity acquired in connection with such Permitted Acquisition or other such permitted Investment that the Borrower reasonably anticipates will be divested pursuant to Section 6.05(k) or otherwise;

provided that:

(A)    the aggregate amount of cost savings, operating expense reductions, other operating improvements and cost synergies added-back in connection with Permitted Acquisitions or other such permitted Investments pursuant to this clause (iii) in any four consecutive fiscal quarter period shall not exceed, together with amounts added back pursuant to clause (k) above for such period, 20% of Consolidated EBITDA for such period prior to giving effect to this clause (iii) and clause (k) above; and

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(B)    at the time any such calculation pursuant to this clause (iii) is made, the Borrower shall deliver to the Administrative Agent a certificate signed by a Responsible Officer (which may be the Compliance Certificate) setting forth reasonably detailed calculations in respect of the matters referred to in this clause (iii), as well as the relevant factual support in respect thereof.

“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries on a consolidated basis, the sum, without duplication of (if and to the extent the same would constitute indebtedness or a liability in accordance with GAAP), (i) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (ii) all purchase money Indebtedness, (iii) all direct non-contingent obligations arising in connection with letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments (other than letters of credit and bank guarantees, to the extent undrawn), (iv) all obligations to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course of business and (y) contingent earn-outs, hold-backs and other deferred payment of consideration in Permitted Acquisitions), (v) Attributable Indebtedness in respect of Capital Leases, (vi) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (i) through (v) above of Persons other than the Borrower or any Restricted Subsidiary, and (vii) all Indebtedness of the types referred to in clauses (i) through (vi) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted Subsidiary.

“Consolidated Interest Expense” means, with reference to any period, the interest expense (including without limitation interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Contracts to the extent such net costs are allocable to such period in accordance with GAAP).

“Consolidated Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period taken as a single accounting period determined in conformity with GAAP; provided that Consolidated Net Income shall exclude, without duplication, (a) extraordinary gains and extraordinary losses for such Measurement Period, (b) the net income (to the extent positive) of any Restricted Subsidiary that is not a Loan Party during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Restricted Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such Measurement Period of any Person if such Person is not a Restricted Subsidiary, except that (x) the Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such

15

amount to the Borrower as described in clause (b) of this proviso) and (y) any such loss for such Measurement Period shall be included to the extent funded with cash contributed by the Borrower or a Restricted Subsidiary, (d) any cancellation of debt income arising from any early extinguishment of Indebtedness, hedging agreements or other similar instruments, and (e) the effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in component amounts required or permitted by GAAP resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes.

“Consolidated Secured Debt” means, as of any date of determination, without duplication, the aggregate principal amount of Consolidated Funded Indebtedness outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary (including, for the avoidance of doubt, purchase money Indebtedness and Attributable Indebtedness in respect of Capital Leases).

“Consolidated Total Assets” means, on any date of determination, the total assets of the Borrower and its Restricted Subsidiaries, determined in accordance with GAAP as shown on the most recent consolidated balance sheet of the Borrower delivered pursuant to Section 5.01(a) or (b) on or prior to such date or, for the period prior to the time any such statements are so delivered pursuant to Section 5.01(a) or (b), the total assets of the Business, determined in accordance with GAAP as shown on the combined balance sheet of the Business for the fiscal quarter ended September 30, 2022, in each case after giving pro forma effect to acquisitions or dispositions of Persons, divisions or lines of business that had occurred on or after such balance sheet date and on or prior to such date of determination.

“Consolidated Total Revenue” means, on any date of determination for any period, the total revenue of the Borrower and its Restricted Subsidiaries for such period, determined in accordance with GAAP as shown the on the most recent consolidated statement of operations and comprehensive income of the Borrower delivered pursuant to Section 5.01(a) or (b) on or prior to such date or, for the period prior to the time any such statements are so delivered pursuant to Section 5.01(a) or (b), the total revenue of the Business, determined in accordance with GAAP as shown on the combined statement of operations and comprehensive income of the Business for the fiscal quarter ended [September 30, 2022], in each case after giving pro forma effect to acquisitions or dispositions of Persons, divisions or lines of business that had occurred on or after such balance sheet date and on or prior to such date of determination.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Covenant Transaction” has the meaning specified in Section 1.12(d).

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“Covered Entity” means any of the following:

(i)    a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii)    a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii)    a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 9.19

“Credit Event” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.

“Credit Exposure” means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an amount equal to the aggregate principal amount of its Term Loans outstanding at such time.

“Credit Party” means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.

“Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is an U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not an U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the

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particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including (x) any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and (y) any issuance of Equity Interests by any Restricted Subsidiary of such Person. For the avoidance of doubt, any issuance of Equity Interests by the Borrower shall not be a Disposition.

“Disqualified Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the mandatory scheduled payment of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance of such Equity Interests; provided, however, that only the portion of Equity Interests which so mature or are mandatorily redeemable, are redeemable at the option of the holder thereof, provide for the mandatory scheduled payment of dividends or which are or become convertible as described above shall be deemed to be Disqualified Equity Interests; provided further, however, that that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such Equity Interests upon the occurrence of any change of control, any offering of Equity Interests or any Disposition occurring prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance of such Equity Interests shall not constitute Disqualified Equity Interests if such Equity Interests provide that the issuer thereof will not redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments; and provided further, however, that notwithstanding the foregoing, (i) if such Equity Interests are issued pursuant to any plan for the benefit of directors, officers, employees, members of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or consultants, in each case in the ordinary course of business of the Borrower or any Restricted Subsidiary, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory or regulatory obligations, and (ii) no Equity Interests held by any future, present or former employee, director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower

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(or any Restricted Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.

“Disqualified Institution” means (a) any Person that is a competitor of the Borrower or any of its Subsidiaries that has been identified by legal name in writing prior to such date to (x) the Arrangers, if such identification was made prior to the Effective Date, or (y) the Administrative Agent, if such identification is made on or after the Effective Date (any such person, a “Competitor”), (b) any affiliate of any Competitor that (x) has been identified by legal name in writing prior to such date to (1) the Arrangers, if such identification was made prior to the Effective Date, or (2) the Administrative Agent, if such identification is made on or after the Effective Date or (y) is clearly (based solely on the similarity of the legal name of such affiliate to the name of the Competitor) an affiliate of such Competitor or (c) any financial institutions, investors or other persons designated in writing by the Borrower to the Arrangers prior to January 13, 2023 (or Affiliates of the foregoing that are (x) identified in writing from time to time by you prior to such date to (1) the Arrangers, if such identification is made prior to the Effective Date, or (2) to the Administrative Agent, if such identification is made on or after the Effective Date or (y) are clearly identifiable based solely on the similarity of the legal name of such affiliate); provided that, (i) any changes or additions to the list of Disqualified Institutions made after the Effective Date shall be delivered via email to the Administrative Agent at JPMDQ_Contact@jpmorgan.com (the “Notice Email Address”), (ii) with respect to clause (a) and clause (b) above, the Borrower shall be permitted to update such list from time to time, (iii) any such updates to the list of Disqualified Institutions shall not become effective until after at least two (2) Business Days after notice thereof by the Borrower is furnished to the Administrative Agent at the Notice Email Address, (iv) the foregoing shall not apply retroactively to disqualify any person that previously acquired an assignment of, or participation in, the Commitments and/or the Loans to the extent such person was not a Disqualified Institution at the time of such trade and (v) the Disqualified Institutions shall not include any bona fide fixed income investor or debt fund that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, notes, bonds and similar extensions of credit or securities in the ordinary course of its business.

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of dollars with the Alternative Currency last provided (either by publication or otherwise provided to the Administrative Agent) by Reuters on the Business Day (New York City time) immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for the purchase of dollars with the Alternative Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“Dollars”, “dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means a Restricted Subsidiary organized under the laws of a jurisdiction located in the United States of America.

“DQ List” has the meaning assigned to such term in Section 9.04(e)(iv).

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“ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions precedent specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Effective Date Distribution” means a distribution made by the Borrower on (or within two Business Days after) the Effective Date to certain equityholders of the Borrower (or a direct or indirect parent thereof) that were equityholders immediately prior to giving effect to the Qualifying Public Offering in an amount not to exceed $175,000,000.

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Environmental Claim” means any written notice, claim, demand, action, litigation, toxic tort, proceeding, demand, request for information, complaint, citation, summons, investigation, notice of non-compliance or violation, cause of action, consent order, consent decree, investigation, or other proceeding by any Governmental Authority or any other Person, arising out of, based on or pursuant to any Environmental Law or related in any way to any actual, alleged or threatened Environmental Liability.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, agreements or governmental restrictions relating to human health and safety (as it pertains to exposure to hazardous materials), pollution, the protection of the environment or the release of any materials into the environment, including those related to hazardous materials, substances or wastes and air emissions and water discharges.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), obligation, responsibility or cost directly or indirectly resulting from or based upon (a) any violation of, or liability under, any Environmental Law, (b) the generation, use, handling, transportation, storage, distribution, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, (e) natural resource damage or (f) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Environmental Permit” means any permit, approval, identification number, license or other authorization issued pursuant to or required under any Environmental Law.

“Equity Interest Collateral” means the Equity Interests in any Person now owned or held or hereafter acquired or held by any Loan Party and any interest of such Loan Party in the books and records of such Person and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Equity Interests and any other warrant, right or option to acquire any of the foregoing and any proceeds, substitutions or replacements of the foregoing; provided that, the Equity Interest Collateral shall exclude, on any date of determination, any Excluded Assets as of such date.

“Equity Interest Collateral Period” means each of (i) the period commencing on the Effective Date until (but not including) the first Springing Collateral Date to occur thereafter and (ii) each period commencing on a Collateral Reinstatement Date (solely to the extent that the Total Net Leverage Ratio does not exceed the Applicable Total Net Leverage Ratio on such date) until (but not including) the first Springing Collateral Date to occur thereafter.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with any Loan Party, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(a)(14) of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means the occurrence of any of the following (a) a Reportable Event with respect to a Pension Plan; (b) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (c) the withdrawal of any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (d) a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification concerning the imposition upon any Loan Party or any ERISA Affiliate of any liability with respect to such withdrawal, or a determination that a Multiemployer Plan is or is expected to be insolvent or in endangered or critical status within the meaning of Title IV of ERISA; (e) the filing of a notice of intent to terminate a Pension Plan, or the treatment of a Multiemployer Plan amendment as a termination, under Section 4041 or 4041A of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that the adjusted funding target attainment percentage (as defined in Section 436(j)(2) of the Code) of any Pension Plan is both less than 80% and such Pension Plan is more than $20,000,000 underfunded on an

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adjusted funding target attainment percentage basis; (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; (j) the failure of any Loan Party or ERISA Affiliate to satisfy the Pension Funding Rules with respect to any Pension Plan or Multiemployer Plan, whether or not waived; or (k) a Foreign Plan Event.

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 8.06(c)(iii).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Euro” and “€” mean the single currency of the Participating Member States.

“EURIBOR Rate” means, with respect to any Term Benchmark Borrowing denominated in Euros and for any Interest Period, the EURIBOR Screen Rate, two TARGET Days prior to the commencement of such Interest Period.

“EURIBOR Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page EURIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters as published at approximately 11:00 a.m. Brussels time two TARGET Days prior to the commencement of such Interest Period. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Event of Default” has the meaning assigned to such term in Section 7.01.

“Evidence of Flood Insurance” has the meaning specified in Section 5.11(b)(vii).

“Excluded Accounts” means, collectively, trust accounts, payroll accounts, custodial accounts, escrow accounts and other similar deposit or securities accounts.

“Excluded Assets” means:

(a)    any fee-owned real property that is not a Material Real Estate Asset and all leasehold interests in real property;

(b)    assets subject to certificates of title (other than motor vehicles subject to certificates of title, provided that perfection of security interests in such motor vehicles, if not constituting a Specified Asset, shall be limited to the filing of UCC financing statements);

(c)    assets in respect of which pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements with any United States Governmental Authority (other than to the extent that such prohibition would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any applicable jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, such assets shall automatically cease to constitute “Excluded Assets”;

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(d)    Equity Interests in any Person other than (i) the TPG Blockers, (ii) the Borrower and (iii) wholly-owned Subsidiaries of the Borrower to the extent not permitted by customary terms in such Person’s organizational or joint venture documents (unless any such restriction would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any applicable jurisdiction or any other applicable law);

(e)    any lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement, to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any Subsidiary or Affiliate thereof) (other than (i) proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (ii) to the extent that any such term has been waived or (iii) to the extent any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408, 9-409 or other applicable provisions of the UCC of any applicable jurisdiction or any other applicable law); provided that, immediately upon the ineffectiveness, lapse or termination of any such express term, such assets shall automatically cease to constitute “Excluded Assets”;

(f)    Excluded Accounts;

(g)    cash (other than Cash Collateral) to secure letter of credit reimbursement obligations (other than in respect of Letters of Credit) to the extent such secured letters of credit are issued or permitted, and such cash collateral is permitted, by this Agreement;

(h)    any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the extent, if any, that and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law;

(i)    voting Equity Interests of a Foreign Subsidiary, CFC or CFC Holding Company, in each case, directly or indirectly held by a Loan Party that would constitute a “United States Shareholder” within the meaning of Section 951(b) of the Code in respect of such Foreign Subsidiary, CFC or CFC Holding Company, and in each case that are in excess of 65% of the total outstanding voting Equity Interests of such Foreign Subsidiary, CFC or CFC Holding Company;

(j)    Equity Interests in any Immaterial Subsidiary or Unrestricted Subsidiary; and

(k)    during any Equity Interest Collateral Period, any assets or property other than the Equity Interest Collateral;

provided that, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets). Notwithstanding the foregoing, no Loan Party shall be required to take any action in order to create or perfect a security interest in Specified Assets.

“Excluded Subsidiary” means:

(a)    any Foreign Subsidiary, CFC or CFC Holding Company,

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(b)    any Unrestricted Subsidiary,

(c)    any Immaterial Subsidiary,

(d)    any Subsidiary of the Borrower that is not a wholly-owned Subsidiary (other than any Subsidiary that is a Loan Party on the Effective Date),

(e)    any not-for-profit Subsidiary,

(f)    any Captive Insurance Subsidiary,

(g)    any Subsidiary (i) that is prohibited or restricted by any applicable Law or any Contractual Obligation (limited, in the case of a Contractual Obligation, to such Contractual Obligations in place on the Effective Date or on the date such Restricted Subsidiary was acquired by the Borrower or any of its Restricted Subsidiaries and that was not entered into in contemplation thereof) from providing a Guarantee of the Obligations, (ii) that would require a governmental consent, approval, license or authorization (including any regulatory consent, approval, license or authorization) in order to provide a Guarantee of the Obligations (other than any such consent, approval, license or authorization that has been obtained) or (iii) if the provision of a Guarantee of the Obligations by such Subsidiary would result in adverse tax consequences to the Borrower, as reasonably determined by the Borrower in consultation with the Administrative Agent,

(h)    without limiting clause (g) above, any Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries after the Effective Date that, at the time of the relevant acquisition, is an obligor in respect of assumed Indebtedness that is permitted under this Agreement to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary from providing a Guarantee of the Obligations so long as such restriction was not incurred in contemplation of such acquisition, or

(i)    any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of providing a Guarantee of the Obligations outweighs the benefits afforded thereby.

Notwithstanding the foregoing, in no event shall the Borrower be an “Excluded Subsidiary”.

“Excluded Swap Obligation” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office

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or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any withholding Taxes imposed under FATCA.

“Extraordinary Receipt” means any cash received by or paid to any Person as a result of proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) and condemnation awards (and payments in lieu thereof); provided, however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance or condemnation awards (or payments in lieu thereof) to the extent that such proceeds or awards are received by any Person in respect of any third party claim against, or liability of, such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim or liability and the costs and expenses of such Person with respect thereto.

“Facility” means the Term Facility, a Revolving Facility, or an Incremental Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that, if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“Financials” means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Borrower and its Subsidiaries required to be delivered pursuant to Section 5.01(a) or 5.01(b).

“Fiscal Year” means the fiscal year of the Borrower and its Restricted Subsidiaries ending on or about March 31 of each calendar year.

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“Fitch” means Fitch Ratings Inc.

“Flex Shareholder” means Flex Ltd, and any wholly-owned domestic Subsidiary of Flex Ltd., in each case, so long as no “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding (x) any employee benefit plan of Flex Ltd or its Subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan or (y) any Permitted Holder) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the equity securities of Flex Ltd. entitled to vote for members of the board of directors or equivalent governing body of Flex Ltd. on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right).

“Flood Determination Form” has the meaning specified in Section 5.11(b).

“Flood Laws” means (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert –Waters Flood Insurance Reform Act of 2012, in each case, together with all regulations promulgated thereunder, as such statutes or regulations may be amended or modified from time to time.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted Daily Simple SOFR or the Central Bank Rate, as applicable. For the avoidance of doubt the initial Floor for each of Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate, the Adjusted Daily Simple SOFR or the Central Bank Rate shall be zero.

“Foreign Lender” means (a) if the Borrower is a U.S. Person (including if the Borrower is a disregarded entity of a U.S. Person for U.S. federal income tax purposes), a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person (including if the Borrower is a disregarded entity of a Person that is not a U.S. Person for U.S. federal income tax purposes), a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Plan” means each employee benefit plan, fund or arrangement (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) or other similar program that is not subject to U.S. law and is maintained or contributed to (or required to be contributed to) by any Loan Party for the benefit of its employees working outside of the U.S.

“Foreign Plan Event” means with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan; (b) the failure to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered; or (c) the failure of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

“Foreign Subsidiary” means any Restricted Subsidiary which is not a Domestic Subsidiary.

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“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the National Association of Insurance Commissioners and any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantee Agreement” means the Guarantee Agreement, to be dated as of the Effective Date, among the Guarantors party thereto and the Administrative Agent, substantially in the form attached hereto as Exhibit G.

“Guarantor” means, collectively, (a) each Holding Entity, (b) each existing and future direct or indirect Subsidiary of the Borrower (other than any Excluded Subsidiary) and (c) the Borrower (other than with respect to its own obligations). The Guarantors existing on the Effective Date are listed on Schedule 3.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes, contaminants, pollutants or any other hazardous or toxic substances, wastes or materials regulated under or defined in any Environmental Law, including petroleum, its derivatives or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, and infectious or medical wastes.

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“Hedge Bank” means any Person that, (a) at the time it enters into a Swap Contract permitted hereunder, is a Lender, the Administrative Agent or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Swap Contract or (b) in the case of any Swap Contract entered into prior to, and existing on, the Effective Date, any Person that is, on the Effective Date, a Lender, the Administrative Agent or an Arranger or Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Swap Contract.

“Historical Annual Financial Statements” means the audited combined balance sheets and related combined statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units and cash flows of the Business for the fiscal years ending March 31, 2021 and March 31, 2022.

“Historical Quarterly Financial Statements” means the unaudited combined balance sheets and related combined statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units and cash flows of the Business for the fiscal quarters ending June 30, 2022 and September 30, 2022.

“Holding Entities” means, collectively, Parent and the TPG Blockers.

“IG Release Date” has the meaning specified in Section 9.14(e).

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary that, (a) as of the last date of the most recent fiscal quarter of the Borrower for which financial statements have been delivered, accounts for less than 2.5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries and less than 2.5% of the Consolidated Total Revenue of the Borrower and its Restricted Subsidiaries on a consolidated basis, in each case, as measured as of the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered and (b) does not, directly or indirectly, hold Equity Interests in any Restricted Subsidiary that is not an Immaterial Subsidiary as of such date; provided that if, as of the last date of the most recent fiscal quarter of the Borrower for which financial statements have been delivered, the aggregate amount of Consolidated Total Assets attributable to all Restricted Subsidiaries that are Immaterial Subsidiaries exceeds 5.0% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries or 5.0% of the Consolidated Total Revenue of the Borrower and its Restricted Subsidiaries on a consolidated basis, then a sufficient number of Restricted Subsidiaries shall be designated by the Borrower (or, in the event the Borrower has failed to do so within thirty (30) days, the Administrative Agent) to eliminate such excess, and such designated Restricted Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement.

“Immediate Family Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator acting on its behalf), heirs or legatees or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Amendment” means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect to Section 2.20) and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.20.

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“Incremental Available Amount” means (a) $100,000,000 less the aggregate principal amount of Indebtedness incurred pursuant to Section 2.20 and Section 6.03(s) in reliance on this clause (a) plus (b) in the case of any Incremental Facility or Incremental Equivalent Debt that is (x) secured, an amount so long as the pro forma Secured Net Leverage Ratio would not exceed 3.00:1.00 or (y) unsecured, an amount so long as the pro forma Total Net Leverage Ratio would not exceed the then applicable Maximum Total Net Leverage Ratio, in each case, as of the date on which the applicable Incremental Facilities or Incremental Equivalent Debt, as applicable, become effective (assuming all Incremental Revolving Commitments or commitments under, or in respect of, the Incremental Term Loans or Incremental Equivalent Debt, as the case may be, are fully funded and without netting the cash proceeds thereof), provided, that to the extent the proceeds of any Incremental Term Loans or Incremental Equivalent Debt are intended to be applied to finance a Limited Condition Acquisition, pro forma compliance shall be tested in accordance with Section 1.12(c). At the option of the Borrower, to the extent permitted, Indebtedness incurred pursuant to Section 2.20 and Section 6.03(s) shall be deemed incurred first under clause (b) prior to being deemed incurred under clause (a).

“Incremental Equivalent Debt” has the meaning specified in Section 6.03(s).

“Incremental Commitments” means the Incremental Revolving Commitments and the Incremental Term Commitments.

“Incremental Facilities” has the meaning assigned to such term in Section 2.20.

“Incremental Lender” has the meaning assigned to such term in Section 2.20.

“Incremental Loans” has the meaning assigned to such term in Section 2.20.

“Incremental Revolving Commitment” has the meaning assigned to such term in Section 2.20.

“Incremental Revolving Facility” has the meaning assigned to such term in Section 2.20.

“Incremental Revolving Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing any portion of such Incremental Revolving Facility.

“Incremental Revolving Loans” has the meaning assigned to such term in Section 2.20.

“Incremental Term Commitment” has the meaning assigned to such term in Section 2.20.

“Incremental Term Facility” has the meaning assigned to such term in Section 2.20.

“Incremental Term Loans” has the meaning assigned to such term in Section 2.20.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)    the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

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(c)    net obligations of such Person under any Swap Contract;

(d)    all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and not past due for more than 90 days after the date on which such trade account is payable (unless being contested in good faith and by appropriate proceedings) and (ii) earn-outs, hold-backs and other deferred payment of consideration in Permitted Acquisitions to the extent not required to be reflected as liabilities on the balance sheet of the Borrower and its Restricted Subsidiaries in accordance with GAAP);

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)    Capital Leases;

(g)    all obligations of such Person in respect of Disqualified Equity Interests valued, in the case of a redeemable preferred interest that is a Disqualified Equity Interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h)    all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a) hereof, Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 9.03(c).

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b).

“Information” has the meaning assigned to such term in Section 9.12

“Interest Election Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall be substantially in the form attached hereto as Exhibit C-2 or any other form approved by the Administrative Agent.

“Interest Payment Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date, (b) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date, (c) with respect to any

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RFR Loan (solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14), each date that is on the numerically corresponding day in each calendar month that is one month after the Borrowing of such Loan (or if there is no such numerically corresponding day in such month, then the last day of such month) and the Maturity Date and (d) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.

“Interest Period” means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment for any Agreed Currency), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in such Borrowing Request or Interest Election Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other Indebtedness or interest in, another Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute all or substantially all of the assets or a business unit of, or a line of business, division or separate operation of, another Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any cash repayments thereof, returns thereon (whether as a principal payment, distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment) and liabilities expressly assumed by another person in connection with the sale of such investment.

“Investment Grade Condition” means the first day on which (a) the Borrower has a public corporate credit rating or public corporate family rating, as applicable, equal to or higher than Baa3 (or the equivalent), BBB- (or the equivalent) and BBB- (or the equivalent) from two of the three of Moody’s, S&P and Fitch, respectively, (b) no Event of Default shall have occurred and be continuing and (c) no document granting a Lien permitted by Section 6.01(x) or Section 6.01(y) has granted a Lien on any Collateral that will not be released concurrently with the release of Liens on the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties.

“IP Rights” has the meaning assigned to such term in Section 3.18.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

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“Issuing Bank” means, individually and collectively, each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Citibank, N.A., Barclays Bank PLC, BNP Paribas, HSBC Bank USA, N.A., Mizuho Bank, Ltd., The Bank of Nova Scotia, Truist Bank and KeyBank National Association and any other Lender that agrees to act as an Issuing Bank (in each case, through itself or through one of its designated affiliates or branch offices), each in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto, and, further, references herein to “the Issuing Bank” shall be deemed to refer to each of the Issuing Banks or the relevant Issuing Bank, as the context requires.

“Junior Indebtedness” has the meaning specified in Section 6.14.

“Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Term Loans, in each case as extended in accordance with this Agreement from time to time

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law

“LC Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.

“LC Collateral Account” has the meaning assigned to such term in Section 2.06(j).

“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit at such time, plus (b) the aggregate Dollar Equivalent amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Revolving Lender shall remain in full force and effect until the applicable Issuing Bank and the Revolving Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.

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“LCA Election” means the Borrower’s election to treat a specified Investment in the nature of an acquisition (including a Permitted Acquisition) as a Limited Condition Acquisition by giving written notice of such election to the Administrative Agent at any time prior to the closing of such Limited Condition Acquisition.

“LCA Test Date” has the meaning specified in Section 1.12(c).

“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.

“Lender-Related Person” has the meaning assigned to such term in Section 9.03(b).

“Lenders” means the Persons listed on Schedule 2.01A and any other Person that shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.

“Letter of Credit” means any letter of credit issued pursuant to this Agreement.

“Letter of Credit Agreement” has the meaning assigned to such term in Section 2.06(b).

“Letter of Credit Commitments” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Schedule 2.01B, or if an Issuing Bank has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective Date, the amount set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the Borrower, and notified to the Administrative Agent.

“Leverage Increase Period” has the meaning assigned to such term in Section 6.11(a).

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Limited Condition Acquisition” means any Permitted Acquisition or other Investment in the nature of an acquisition, by the Borrower or one or more of its Restricted Subsidiaries whose consummation is not, by the terms of the applicable purchase, sale, joint venture, merger or any other definitive agreement with respect to such Permitted Acquisition or other Investment, conditioned on the availability of, or on obtaining, third party financing.

“Loan Documents” means this Agreement (including schedules and exhibits hereto), the Notes, any Letter of Credit applications, any Letter of Credit Agreement, the Collateral Documents, the Guarantee Agreement, any intercreditor agreement governing the priority of any Liens granted under any Collateral Document, each agreement creating or perfecting rights in Cash Collateral, any joinder

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agreement and any other agreement or instrument designated as a “Loan Document” by its terms. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” means, collectively, the Borrower and each other Guarantor.

“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.

“Master Agreement” has the meaning assigned to such term in the definition of “Swap Contract”.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties or condition (financial or otherwise) of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole; (b) the ability of the Loan Parties, taken as a whole, to perform the payment obligations under the Loan Documents; or (c) the validity or enforceability of the Loan Documents, taken as a whole, or the rights or remedies of the Administrative Agent and the Lenders under the Loan Documents, taken as a whole.

“Material Intellectual Property” has the meaning assigned to such term in Section 5.16(a).

“Material Real Estate Asset” means any fee-owned real property with a fair market value in excess of $15,500,000.

“Material Subsidiary” means any Subsidiary other than an Immaterial Subsidiary.

“Maturity Date” means February [●], 2028; provided, however, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

“Maximum Rate” has the meaning assigned to such term in Section 9.16.

“Maximum Total Net Leverage Ratio” has the meaning specified in Section 6.11(a).

“Measurement Period” means, at any date of determination, the most recently completed four fiscal quarters of the Borrower for which financial statements are available (other than for purposes of calculating ratios pursuant to Section 6.11, which shall look to the most recently completed four fiscal quarters of the Borrower).

“MIRE Event” means, if there are any Mortgaged Properties at such time, any increase in the amount, extension of the maturity or renewal of any of the Commitments or Loans (other than (i) any conversion or continuation of any Borrowing from one Type into another Type, (ii) the making of any Revolving Loan or Swingline Loan or (iii) the issuance, renewal, extension or amendment of any Letter of Credit).

“MNPI” has the meaning specified in Section 5.02.

“Moody’s” means Moody’s Investors Service, Inc.

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“Mortgage” has the meaning specified in Section 5.11(b).

“Mortgage Policy” has the meaning assigned to such term in Section 5.11(b).

“Mortgaged Property” means any real property which becomes subject to a Mortgage pursuant to Sections 5.11(b), 5.11(c) or 5.11(d).

“Multiemployer Plan” means an employee benefit plan defined in Section 4001(a)(3) of ERISA to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years has made or been obligated to make contributions.

“Net Cash Proceeds” means with respect to any Disposition by the Borrower or any of its Restricted Subsidiaries, or any Extraordinary Receipt received by or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, in each case, after the Effective Date, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents or Indebtedness that is secured by a Lien that ranks pari passu with or junior to the Liens securing the Obligations), (B) the selling costs and out-of-pocket expenses incurred (or reasonably expected to be incurred) by the Borrower or such Restricted Subsidiary in connection with such transaction, (C) taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction, including any taxes payable as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall be a reduction of the Taxes previously taken into account under subclause (C) for purposes of re-determining Net Cash Proceeds, (D) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (E) cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale price for such Disposition.

“Net Equity Proceeds” means, as at any date of determination, without duplication, an amount equal to (x) any cash proceeds received by the Borrower from a capital contribution to the Borrower plus (y) any cash proceeds received by the Borrower from the issuance by the Borrower (or any parent entity thereof (including Parent)) after the Effective Date of any Qualified Equity Interests of the Borrower (or any parent entity thereof (including Parent)) (other than pursuant to any employee stock or stock option compensation plan or pursuant to any issuance permitted by Section 6.02(k) or 6.06(c)), in each case, after the Effective Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements), minus any portion of such amount used by the Borrower and its Restricted Subsidiaries on or prior to such date of determination to make (1) Investments pursuant to Section 6.02(c)(iv)(C)(2), (2) Investments pursuant to Section 6.02(o)(2), (3) Restricted Payments pursuant to Section 6.06(e)(2), or (4) payments of Junior Indebtedness pursuant to Section 6.14(c)(2)

“NFIP” has the meaning specified in Section 5.11(b).

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d).

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“Non-Recourse Debt” means Indebtedness:

(a)    as to which neither the Borrower nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), or (b) is directly or indirectly liable as a guarantor or otherwise;

(b)    default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would not permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Obligations) of the Borrower or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(c)    as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Borrower or any of its Restricted Subsidiaries.

“Notes” has the meaning assigned to such term in Section 2.10(e).

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, including Erroneous Payment Subrogation Rights, or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its incorporation, association, formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made by a Lender pursuant to Section 2.19).

“Outstanding LC Amount” has the meaning assigned to such term in Section 2.06(b).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the NYFRB Rate and (b) with respect to any amount denominated in an Alternative Currency, an overnight rate determined by the Administrative Agent or the Issuing Banks, as the case may be, in accordance with banking industry rules on interbank compensation.

“Parent” has the meaning assigned to such term in the introductory paragraph.

“Participant” has the meaning assigned to such term in Section 9.04(c).

“Participant Register” has the meaning assigned to such term in Section 9.04(c).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Patriot Act” means the USA PATRIOT Act of 2001.

“Payment” has the meaning assigned to such term in Section 8.06(b).

“Payment Notice” has the meaning assigned to such term in Section 8.06(b).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

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“Pension Plan” means any employee pension benefit plan (excluding Multiemployer Plans) that is maintained or is contributed to (or required to be contributed to) by any Loan Party or any ERISA Affiliate or during the preceding five plan years was required to be contributed to by any Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the Pension Funding Rules.

“Permitted Acquisition” means any acquisition by the Borrower or any Restricted Subsidiary in the form of acquisitions of all or substantially all of the assets, business or a line of business or a separate operation (whether by the acquisition of Equity Interests, assets or any combination thereof) of, any other Person, if:

(a)    the acquired entity, assets or operations shall be in the Permitted Business;

(b)    the aggregate amount of acquisitions made by the Borrower and its Restricted Subsidiaries in Persons that do not become Loan Parties as a result of any such acquisition and all other Permitted Acquisitions closed after the Effective Date shall not exceed the greater of (i) $46,500,000 and (ii) 30% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) after giving effect to all acquisitions whether closed prior to, on or after the Effective Date, but prior to giving effect to the proposed acquisition; and

(c)    no Event of Default shall have occurred and be continuing.

“Permitted Business” means the lines of business in which the Borrower and its Restricted Subsidiaries are engaged on the Effective Date or a line of business reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.

“Permitted Liens” means any Liens permitted under Section 6.01.

“Permitted Holders” means (a) the Flex Shareholder, (b) TPG and any Affiliate of TPG (other than any portfolio company of the foregoing) and (c) in the case of the Borrower, Parent.

“Permitted Prior Liens” has the meaning assigned to such term in Section 3.20.

“Permitted Receivables Related Assets” means any assets that are customarily transferred or in respect of which security interests are customarily granted in connection with receivables securitization, receivables finance, supplier finance or factoring finance transactions.

“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness) (and, in the case of revolving Indebtedness being Refinanced, to effect a corresponding reduction in the commitments with respect to such revolving Indebtedness being Refinanced); provided, that with respect to any Indebtedness being Refinanced: (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses, plus an amount equal to any existing commitment unutilized thereunder (the “Refinancing Excess Amounts”)), (b) except with respect to Section 6.03(e), such Permitted Refinancing Indebtedness (x) has a final maturity date equal to or later than the earlier of the final maturity date of the Indebtedness being Refinanced and the Latest Maturity Date then in effect and (y) has a Weighted Average Life to Maturity greater than or equal to the shorter of (i) the remaining Weighted Average Life to Maturity

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of the Indebtedness being Refinanced and (ii) the remaining Weighted Average Life to Maturity of each Facility hereunder, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) if the Indebtedness being Refinanced was unsecured, such Permitted Refinancing Indebtedness shall also be unsecured (unless such Permitted Refinancing Indebtedness could otherwise be secured pursuant to Section 6.01), (e) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being Refinanced (except that a Loan Party may be added as an additional obligor if such Loan Party would have otherwise been permitted to incur or Guarantee such Indebtedness pursuant to Section 6.03), (f) if the Indebtedness being Refinanced is secured, (x) such Permitted Refinancing Indebtedness may be secured (including by any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have secured) the Indebtedness being Refinanced) to the extent permitted by Section 6.01 (and with the same or lesser priority than the Liens securing Indebtedness being Refinanced) and (y) the holders of such Permitted Refinancing Indebtedness or a representative thereof shall be or become a party to an intercreditor agreement reasonably satisfactory to the Administrative Agent (if such Indebtedness is secured by any or all of the Collateral).

“Permitted Securitization and Receivables Financing” means one or more receivables securitization or receivables financings, supplier financings and factoring financings, in each case, on customary market terms, in which the Borrower or any of its Restricted Subsidiaries (i) sells (as determined in accordance with GAAP) any Receivable or Permitted Receivables Related Assets (collectively, the “Receivables Assets”) in return for cash consideration at fair market value with a customary discount to face value to any Receivables Financier and/or (ii) otherwise borrows from a Receivables Financier and secures such borrowings by granting a Lien on the applicable Receivables Assets; provided that, any such Permitted Securitization and Receivables Financing shall be either non-recourse to the Borrower and its Restricted Subsidiaries or, if any such Permitted Securitization and Receivables Financing is recourse to the Borrower or any Restricted Subsidiary, the aggregate amount of Indebtedness arising in connection with all such recourse financing shall not exceed at any time outstanding the greater of (x) $15,500,000 and (y) 10% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Platform” has the meaning specified in Section 5.02.

“Prepayment Event” means:

(a)    any Disposition (including pursuant to a Sale and Leaseback Transaction) of any property or asset of the Borrower or any Restricted Subsidiary made pursuant to Section 6.05(j) or 6.05(k) or the receipt by the Borrower or any Restricted Subsidiary of any Extraordinary Receipt; or

(b)    the incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Loans), other than Indebtedness permitted under Section 6.03 or permitted by the Required Lenders pursuant to Section 9.02.

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“Prepayment Percentage” means (a) if the Total Net Leverage Ratio as of the last day of the most recently ended Measurement Period is greater than [0.75]:1.00, 100%, (y) if the Total Net Leverage Ratio as of the most recently ended Measurement Period is greater than [0.50]:1.00 but less than or equal to [0.75]:1.00, 50% and (z) if the Total Net Leverage Ratio as of the last day of the most recently ended Measurement Period is less than or equal to [0.50]:1.00, 0%.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Priming Debt” has the meaning specified in Section 9.02(b).

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 5.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 9.19.

“Qualified Acquisition” means any Permitted Acquisition or other permitted Investment that involves the payment of consideration by the Borrower or any of the Restricted Subsidiaries in excess of $125,000,000.

“Qualified Acquisition Election” has the meaning assigned to such term in Section 6.11(a).

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying Public Offering” means Parent shall have consummated, on or prior to, or substantially simultaneous with, the Effective Date, an initial public offering in all material respects in accordance with the Form S-1 of Parent as filed with the United States Securities and Exchange Commission on January 13, 2023, that yields gross proceeds of at least $200,000,000.

“Ratio Calculation Date” has the meaning specified in Section 1.12(b)(i).

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“Receivables” means any accounts receivable owed to the Borrower or any Restricted Subsidiary (whether now existing or arising or acquired in the future) arising in the ordinary course of business from the sale of goods or services (including all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services rendered, no matter how evidenced, whether or not earned by performance) or pursuant to any other contractual right, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable and all proceeds of such accounts receivable.

“Receivables Assets” has the meaning specified in the definition of “Permitted Securitization and Receivables Financing”.

“Receivables Financier” means any Person (other than a Subsidiary or Affiliate of the Borrower) that acts as a lender or purchaser in respect of any securitization or receivables financings, supplier financings and factoring financings.

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if such Benchmark is EURIBOR Rate, 11:00 a.m. Brussels time two TARGET Days preceding the date of such setting or (3) if such Benchmark is not the Term SOFR Rate or the EURIBOR Rate, the time determined by the Administrative Agent in its reasonable discretion.

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” “Refinancing” and “Refinanced” shall have a meaning correlative thereto.

“Register” has the meaning assigned to such term in Section 9.04(b).

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, controlling persons, advisors and other representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto and (iii) with respect to a Benchmark Replacement in respect of Loans denominated in any other currency, (a) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any part thereof.

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“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate, (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the Adjusted EURIBOR Rate or (iii) with respect to any RFR Borrowing (solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14), the Adjusted Daily Simple SOFR, as applicable.

“Relevant Screen Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Term SOFR Reference Rate or (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate, as applicable.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Required Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of the Loans becoming due and payable pursuant to Section 7.02 or the Revolving Commitments terminating or expiring, Lenders having Credit Exposures and Unfunded Commitments representing more than 50% of the sum of the total Credit Exposures plus Unfunded Commitments at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded Commitment of each Revolving Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the Revolving Commitments expire or terminate, Lenders having Credit Exposures representing more than 50% of the sum of the total Credit Exposures at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is (A) a Holding Entity, the Borrower or an Affiliate of the Borrower or (B) a Defaulting Lender shall be disregarded, together with its Credit Exposures and Unfunded Commitments.

“Required Revolving Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of the Revolving Loans becoming due and payable pursuant to Section 7.02 or the Revolving Commitments terminating or expiring, Revolving Lenders having Revolving Credit Exposures and Unfunded Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded Commitment of each Revolving Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the Revolving Commitments expire or terminate, Revolving Lenders having Revolving Credit Exposures representing more than 50% of the Total Revolving Credit Exposure at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Revolving Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Revolving Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Revolving Lender that is (A) a Holding Entity, the Borrower or an Affiliate of the Borrower or (B) a Defaulting Lender shall be disregarded, together with its Credit Exposures and Unfunded Commitments.

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“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, director of corporate finance, treasurer, assistant treasurer or controller of a Loan Party, and including solely for purposes of Section 4.01, the secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s equity holders, partners or members (or the equivalent of any thereof) or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.

“Revaluation Date” shall mean (a) with respect to any Loan denominated in any Alternative Currency, each of the following: (i) the date of the Borrowing of such Loan and, with respect to any Term Benchmark Loan, each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to any Letter of Credit denominated in an Alternative Currency, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists.

“Revolving Commitment” means, with respect to each Lender, the amount set forth on Schedule 2.01A opposite such Lender’s name under the heading “Revolving Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09, (b) any increase from time to time pursuant to Section 2.20 and (c) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04; provided that at no time shall the Revolving Credit Exposure of any Lender exceed its Revolving Commitment. The initial aggregate amount of the Revolving Commitments on the Effective Date is $500,000,000.

“Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time.

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“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time and Credit Events thereunder.

“Revolving Lender” means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Credit Exposure.

“Revolving Loan” means a Loan made by a Revolving Lender pursuant to Section 2.01(a).

“RFR Borrowing” means, as to any Borrowing, the RFR Loans comprising such Borrowing.

“RFR Loan” means a Loan that bears interest at a rate based on the Adjusted Daily Simple SOFR.

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.

“Sale and Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease such property or asset as lessee.

“Sanctioned Country” means, at any time, a country, territory, or region that is the subject of any comprehensive Sanctions (at the time of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea, Kherson and Zaporizhzhia regions of Ukraine, and Cuba, Iran, North Korea and Syria).

“Sanctioned Person” means (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the European Union, the Government of Canada, HM’s Treasury of the United Kingdom, or any other relevant sanctions authority with jurisdiction over any party to this Agreement, (b) any Person located, organized or ordinarily resident in a Sanctioned Country, (c) any Person 50% or more owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the OFAC or the U.S. Department of State, the European Union, the Government of Canada, HM’s Treasury of the United Kingdom, or any other relevant sanctions authority with jurisdiction over any party to this Agreement.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between the Borrower or any of its Restricted Subsidiaries and any Cash Management Bank.

“Secured Cash Management Obligations” means any and all obligations of the Borrower or any of its Restricted Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Secured Cash Management Agreements.

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“Secured Hedge Agreement” means any interest rate, currency or commodity Swap Contract permitted under this Agreement that is entered into by and between the Borrower or any of its Restricted Subsidiaries and any Hedge Bank.

“Secured Hedging Obligations” means any and all obligations of the Borrower or any of its Restricted Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Secured Hedge Agreements.

“Secured Net Leverage Ratio” means, with respect to any Measurement Period, the ratio of (i) Consolidated Secured Debt (net of the Unrestricted Cash Amount) as of the last day of such Measurement Period to (ii) Consolidated EBITDA for such Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks, with respect to any Secured Cash Management Agreement, the Cash Management Banks, with respect to any Secured Hedge Agreement, the Hedge Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.04, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Date” has the meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day” has the meaning specified in the definition of “Daily Simple SOFR”.

“Solvency Certificate” means a certificate substantially in the form attached hereto as Exhibit H.

“Solvent” and “Solvency” mean, with respect to the Holding Entities, the Borrower and its Subsidiaries on any date of determination, that on such date (a) the sum of the liabilities of the Holdings Entities, the Borrower and its Subsidiaries, taken as a whole, does not exceed either the present fair saleable value or fair value of the assets of the Holding Entities, the Borrower and its Subsidiaries, taken as a whole; (b) the capital of the Holding Entities, the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated through the maturity of the credit facilities evidenced by this Agreement, and (c) the Holding Entities, the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

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“Specified Ancillary Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of the Borrower or any of the Restricted Subsidiaries, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders or any of their Affiliates under any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that the definition of “Specified Ancillary Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“Specified Assets” means, collectively, (a) letter of credit rights (other than to the extent the security interest in such letter of credit rights may be perfected by the filing of UCC financing statements) with a value of less than $10,000,000, (b) commercial tort claims with a value of less than $10,000,000, (c) such assets as to which the Administrative Agent and the Borrower reasonably agree that the cost of obtaining such a security interest therein or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby and (d) assets located outside of the United States (other than Equity Interests of Foreign Subsidiaries as contemplated by this Agreement).

“Specified Swap Obligation” means, with respect to the Borrower or any of its Restricted Subsidiaries, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“Spot Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Springing Collateral Date” means, so long as the Investment Grade Condition is not satisfied at such time, (a) the first date after the Effective Date on which the Total Net Leverage Ratio exceeds the Applicable Total Net Leverage Ratio and (b) in the event that any Collateral Reinstatement Date has occurred, (i) if the Total Net Leverage Ratio exceeds the Applicable Total Net Leverage Ratio on such Collateral Reinstatement Date, such Collateral Reinstatement Date and (ii) if the Total Net Leverage Ratio is equal to or less than the Applicable Total Net Leverage Ratio as of such Collateral Reinstatement Date, the first date after such Collateral Reinstatement Date on which the Total Net Leverage Ratio exceeds the Applicable Total Net Leverage Ratio.

“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Adjusted EURIBOR Rate for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D) or any other reserve ratio or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments

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or the funding of the Loans. Such reserve percentage shall include those imposed pursuant to Regulation D. Term Benchmark Loans for which the associated Benchmark is adjusted by reference to the Statutory Reserve Rate (per the related definition of such Benchmark) shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subject Asset” means any asset or property of the Loan Parties.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Supported QFC” has the meaning assigned to it in Section 9.19.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other similar master agreement relating to a transaction described in clause (a) (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount of all Swingline Loans outstanding at such time (excluding, in the case of any Revolving Lender that is a Swingline Lender, Swingline Loans made by it that are outstanding at such time to the extent that the other Revolving Lenders shall not have funded their participations in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposure of Defaulting Lenders in effect at such time, and (b) in the case of any Revolving Lender that is a Swingline Lender, the aggregate principal amount of all Swingline Loans made by such Revolving Lender outstanding at such time, less the amount of participations funded by the other Revolving Lenders in such Swingline Loans.

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“Swingline Lender” means JPMorgan Chase Bank, N.A. (or any of its designated branch offices or affiliates), in its capacity as the lender of Swingline Loans hereunder.

“Swingline Loan” means a Loan made pursuant to Section 2.05.

“Swingline Sublimit” means $50,000,000.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Tax Receivable Agreement” means that certain tax receivable agreement, dated as of [            ], 2023, by and among Parent, Yuma, Inc., Yuma Subsidiary, Inc., TPG Rise Flash, L.P., TPG Rise Climate Flash Cl BDH, LP, TPG Rise Climate BDH, LP and The Rise Fund II BDH, LP and the related side letter.

“Tax Distribution” means, solely to the extent that Borrower is treated as tax-transparent entity for U.S. federal income tax purposes, cash distributions made by Borrower solely to the extent necessary for the payment of the actual U.S. federal, state and local tax obligations that arise on account the allocation of the Borrower’s income (including, for the avoidance of doubt, as a result of Borrower’s direct or indirect ownership of any CFCs) to its direct or indirect beneficial owners; provided that, such beneficial owner’s entitlement to such a cash distribution in any given taxable period shall be reduced by any taxable loss of Borrower or such Restricted Subsidiary allocable to such beneficial owner with respect to any prior taxable year beginning on or after the Effective Date to the extent such prior losses are of a character that would permit such losses to be deducted against the income or gain of the current taxable period and have not previously been taken into account pursuant to this definition in determining amounts distributable for a prior taxable year.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Benchmark” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate.

“Term Facility” means, at any time, (a) prior to the funding of the Term Loans on the Effective Date, the aggregate amount of the Term Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.

“Term Lender” means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.

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“Term Loan Commitment” means (a) with respect to any Term Lender, the amount set forth on Schedule 2.01A opposite such Lender’s name under the heading “Term Loan Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) contemplated hereby pursuant to which such Lender shall have assumed its Term Loan Commitment, as applicable, and giving effect to (i) any reduction in such amount from time to time pursuant to Section 2.09 and (ii) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 and (b) as to all Term Lenders, the aggregate commitments of all Term Lenders to make Term Loans. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer to that Term Lender’s Applicable Percentage of the Term Loans. The initial aggregate amount of the Term Loan Commitments on the Effective Date is $150,000,000.

“Term Loans” means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(b).

“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.

“Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.

“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Termination Date” has the meaning assigned to it in Section 9.14(c).

“Threshold Amount” means $54,250,000.

“Total Net Leverage Ratio” means, with respect to any Measurement Period, the ratio of (a) Consolidated Funded Indebtedness (net of the Unrestricted Cash Amount) as of the last day of such Measurement Period to (b) Consolidated EBITDA for the most recently completed Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries.

“Total Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding principal amount of the Revolving Loans and Swingline Loans at such time and (b) the total LC Exposure at such time.

“TPG” means [TPG Rise Climate].

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“TPG Blockers” means, collectively, TPG Rise Climate Flash CI BL, LLC, TPG Rise Climate Flash BL, LLC and The Rise Fund II Flash BL, LLC(together with any successors or assigns of such Persons), in each case, solely to the extent directly or indirectly owned by Parent.

“Trade Date” has the meaning assigned to such term in Section 9.04(e).

“Transactions” means, collectively, (a) the Qualifying Public Offering, (b) the payment of the Effective Date Distribution, (c) the entering into by the Borrower and the other Loan Parties of the Loan Documents to which they are or are intended to be a party, (d) any initial Credit Events on the Effective Date and (e) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted Term SOFR Rate, the Adjusted EURIBOR Rate or the Alternate Base Rate (or, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, the Adjusted Daily Simple SOFR).

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unfunded Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Credit Exposure.

“United States” or “U.S.” mean the United States of America.

“Unliquidated Obligations” means, at any time, any Obligations (or portion thereof) that are contingent in nature or unliquidated at such time, including any Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.

“Unreimbursed Amount” has the meaning assigned to it in Section 2.06(e).

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“Unrestricted Cash Amount” means, as of any date of determination, the aggregate amount of (i) unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries and (ii) cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries restricted in favor of the Facilities (which may also include cash and Cash Equivalents securing other Indebtedness secured by a Lien on the Collateral at such time along with the Facilities, so long as the Lien of such other Indebtedness on such cash or Cash Equivalents does not benefit from a control agreement or other steps to perfect on such cash or Cash Equivalents that the Administrative Agent has not taken on behalf of the Lenders), in each case, with such unrestricted cash and Cash Equivalents and restricted cash and Cash Equivalents to be determined in accordance with GAAP; provided that, notwithstanding the foregoing, it is understood and agreed that in no case shall the Unrestricted Cash Amount exceed the lesser of $200,000,000 and (y) 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Section 5.01(a) or (b), the financial statements for the Business for the fiscal quarter ended [September 30, 2022].

“Unrestricted Subsidiary” means:

(a)    any Subsidiary of the Borrower that is designated by the Borrower as an Unrestricted Subsidiary in accordance with Section 5.16, but only to the extent that such Subsidiary:

(i)    has no Indebtedness other than Non-Recourse Debt;

(ii)    is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Borrower or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower;

(iii)    is a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified level of operating results; and

(iv)    has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any of its Restricted Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary; and

(b)    each Subsidiary of any Person described in the preceding clause (a).

“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in the United States government securities.

“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regime” has the meaning assigned to it in Section 9.19.

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“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effect of any prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“Withholding Agent” means any Loan Party and the Administrative Agent.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02.    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Term Benchmark Loan”) or by Class and Type (e.g., a “Term Benchmark Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Term Benchmark Borrowing”) or by Class and Type (e.g., a “Term Benchmark Revolving Borrowing”).

SECTION 1.03.    Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)    The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document and any Loan Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, extended, renewed, replaced, refinanced or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, extensions, renewals, replacements, refinancings or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and

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Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference in any Loan Document to any law (including by succession of comparable successor laws) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law and any reference to any law or regulation in any Loan Document shall, unless otherwise specified, refer to such law or regulation as consolidated, amended, replaced, supplemented or interpreted from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)    In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

(c)    Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d)    Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a Person, or an allocation of assets to a series of a Person (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a Person shall constitute a separate Person hereunder (and each division of any Person that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.04.    Accounting Terms; Changes in GAAP; Rounding. (a) Subject to Section 1.04(b), all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with GAAP, applied on a consistent basis, as in effect from time to time, and applied in a manner consistent with that used in preparing the Historical Annual Financial Statements, except as otherwise specifically prescribed herein; provided that if at any time a change in GAAP occurs that would result in a change to the method of accounting for obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective Date (or any similar lease entered into after the Effective Date by such Person), such obligations shall be accounted for as obligations relating to an operating lease and not as a Capital Lease.

(b)    If at any time any change in GAAP or the application thereof would affect the computation or interpretation of any financial ratio, basket, requirement or other provision set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio, basket, requirement or other provision to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the consent of the Required Lenders); provided that, until so amended, such ratio, basket, requirement or other provision shall continue to be computed or interpreted in accordance with GAAP or the application thereof prior to such change therein.

(c)    Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness under

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Accounting Standards Codification 470-20 or 2015-03 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(d)    Notwithstanding any other provision contained herein or any requirement under GAAP, all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the FASB on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Leases in the financial statements of such Person.

(e)    Any financial ratios required to be maintained or complied with by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05.    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.06.    Interest Rates; Benchmark Notification. The interest rate on a Loan denominated in Dollars or an Alternative Currency may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition Event, Section 2.14(b) provides a mechanism for determining an alternative rate of interest. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.07.    Currency Equivalents Generally; Change of Currency.

(a)    For purposes of this Agreement and the other Loan Documents (other than Articles 2, 8 and 9 hereof), where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance with, or are determined by reference to, amounts stated in Dollars, such amounts shall be deemed to refer to Dollars or Dollar Equivalents and any requisite currency

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translation shall be based on the Spot Rate in effect on the Business Day of such transaction or determination. Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02 and 6.03 with respect to any amount of Liens, Indebtedness or Investment in currencies other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Lien is created, Indebtedness is incurred or Investment is made. Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with the Borrower’s consent (not to be unreasonably withheld) to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

(b)    The Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Dollar Equivalent amounts of Term Benchmark Borrowings or Letter of Credit extensions denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur.

(c)    Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the Dollar Equivalent of such amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be.

SECTION 1.08.    Timing of Payment and Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.09.    [Reserved].

SECTION 1.10.    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit available to be drawn at such time; provided that, with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

SECTION 1.11.    Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time.

SECTION 1.12.    Certain Calculations.

(a)    All pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that have been

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certified by a Responsible Officer of the Borrower as having been prepared in good faith based upon reasonably detailed written assumptions believed by the Borrower at the time of preparation to be reasonable and which are reasonably foreseeable. Any ratio calculated hereunder that includes Consolidated EBITDA shall look to Consolidated EBITDA for the most recently completed Measurement Period.

(b)    For purposes of determining compliance with any applicable Total Net Leverage Ratio test and/or Secured Net Leverage Ratio test for any Measurement Period, any transaction described in clauses (i) through (iv) below that has been made (A) during the period in respect of which such calculations are required to be made or (B) other than with respect to any calculation of the financial covenant set forth in Section 6.11 and any calculation of the Total Net Leverage Ratio for purposes of determining the Applicable Rate, subsequent to such period and prior to or simultaneously with the event for which the calculation of any such ratio test is made on a pro forma basis (solely with respect to determining pro forma compliance for such event) shall be calculated on a pro forma basis as follows:

(i)    in the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness subsequent to the last day of the Measurement Period for which such pro forma ratio is being calculated but on or prior to the date of the event for which the calculation of such pro forma ratio is being made (a “Ratio Calculation Date”), then such pro forma ratio shall be calculated as if such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness (and all other incurrences, assumptions, guarantees, redemptions, retirements or extinguishments of Indebtedness consummated since the last day of the applicable Measurement Period but on or prior to the Ratio Calculation Date) had occurred at the last day of the applicable Measurement Period; provided that (i) in the case of any incurrence of Indebtedness or establishment of any revolving credit or delayed draw commitments, (x) a borrowing of the maximum amount of Indebtedness available under such revolving credit or delayed draw commitments shall be assumed and (y) the cash proceeds of such incurred Indebtedness shall be excluded from amounts that may be netted in the calculation of pro forma Total Net Leverage Ratio or pro forma Secured Net Leverage Ratio, as applicable, and (ii) the pro forma Consolidated Interest Expense for the applicable Measurement Period shall be calculated assuming such Indebtedness had been outstanding or repaid, as the case may be, since the first day and through the end of the applicable Measurement Period (taking into account any interest rate Swap Contracts applicable to such Indebtedness);

(ii)    in the event that any Permitted Acquisitions or other permitted Investments in the nature of an acquisition are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the Ratio Calculation Date, then Consolidated EBITDA shall be (x) increased by an amount equal to the Consolidated EBITDA attributable to the property or Investment that is the subject of such Permitted Acquisition or other permitted Investment in the nature of an acquisition, in each case assuming such Permitted Acquisition or other permitted Investment had been made on the first day of the applicable Measurement Period and (y) otherwise calculated as set forth in the third paragraph of the definition of “Consolidated EBITDA” on a Pro Forma Basis;

(iii)    in the event that Dispositions are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the relevant Ratio Calculation Date, then Consolidated EBITDA shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto, in each case assuming such Disposition had been made on the first day of the applicable Measurement Period; and

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(iv)    for the avoidance of doubt, the cash used in connection with any transaction specified above shall be excluded from amounts that may be netted in the calculation of pro forma Total Net Leverage Ratio or pro forma Secured Net Leverage Ratio, as applicable.

(c)    Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability or pro forma compliance with any covenant with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term Facility, or Incremental Revolving Commitments) or Liens or the making of any Investments (including the determination of whether an acquisition is a Permitted Acquisition) or Dispositions or the designation of any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or (B) other than in connection with the establishment of any Incremental Revolving Facility or the incurrence of any Revolving Loans, determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with any action being taken in connection with a Limited Condition Acquisition (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens, the making of any Investments or Restricted Payments or the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required), if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens, the making of any Investments or Restricted Payments or the repayment of any Indebtedness) as if they had occurred at the beginning of the most recently completed Measurement Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio or basket, such financial ratio or basket shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such financial ratio or basket availability shall be calculated (and tested) (A) on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens, the making of any Investments or Restricted Payments or the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated and (B) solely with respect to the making of any Restricted Payments, on a standalone basis without giving effect to such Limited Condition Acquisition and the other transactions in connection therewith.

(d)    For purposes of determining compliance with Sections 6.01, 6.02, 6.03, 6.06 and 6.14, with respect to any grant of any Lien, the making of any Investment or Restricted Payment, the incurrence of any Indebtedness or the prepayment, redemption, purchase, defeasement or satisfaction of Junior Indebtedness (each, a “Covenant Transaction”) in reliance on a “basket” that makes reference to a percentage of Consolidated EBITDA or Consolidated Total Assets, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in the amount of Consolidated EBITDA or Consolidated Total Assets, as applicable, occurring after the time such Covenant Transaction is incurred, granted or made in reliance on such provision.

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(e)    For purposes of calculating any “net” ratio test utilized in any debt incurrence test (including any amounts permitted to be incurred pursuant to Section 2.20 and Section 6.03(s)), such ratio shall be calculated after giving effect to any such incurrence on a pro forma basis, and, in each case, with respect to any revolving credit commitments being established utilizing a debt incurrence test (including any Incremental Revolving Facility), assuming a borrowing of the maximum amount of such revolving credit commitment (but for the avoidance of doubt, no other previously established revolving commitment), and such calculation shall be made excluding the cash proceeds from such incurrence from the amount of cash and Cash Equivalents that may be netted in the calculation of pro forma Total Net Leverage Ratio or pro forma Secured Net Leverage Ratio, as applicable.

ARTICLE II

The Credits

SECTION 2.01.    Commitments. Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Dollars or in one or more Alternative Currencies from time to time during the Availability Period in an aggregate principal amount that will not result (after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a)) in (i) the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, and (b) each Term Lender with a Term Loan Commitment (severally and not jointly) agrees to make a Term Loan to the Borrower in Dollars on the Effective Date, in an amount equal to such Lender’s Term Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02.    Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class, Type and Agreed Currency made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term Loans shall amortize as set forth in Section 2.10.

(b)    Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised (A) in the case of Revolving Borrowings in Dollars, entirely of ABR Loans or Term Benchmark Loans and (B) in the case of Revolving Borrowings in any Alternative Currency, entirely of Term Benchmark Loans of the same Alternative Currency and (ii) in the case of Term Loan Borrowings, entirely of ABR Loans or Term Benchmark Loans, in each case, as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement or result in any increased cost to the Borrower.

(c)    At the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an

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ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Term Benchmark Borrowings or RFR Borrowings outstanding.

(d)    Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03.    Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing, (b) in the case of a Term Benchmark Borrowing denominated in Euros, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time on the date of the proposed Borrowing. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)    the Agreed Currency and aggregate principal amount of the requested Borrowing;

(ii)    the date of such Borrowing, which shall be a Business Day;

(iii)    whether such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan Borrowing;

(iv)    in the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(v)    the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

If no election as to the currency of a Revolving Borrowing is specified, then the requested Revolving Borrowing shall be made in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing made in Dollars. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

SECTION 2.04.    [Reserved].

SECTION 2.05.    Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may agree, but shall have no obligation, to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its

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Revolving Commitment or (iii) the Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b)    To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative Agent shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to an account of the Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c)    The Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

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(d)    The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(e)    Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.

SECTION 2.06.    Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Dollars or in any Alternative Currency as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the Availability Period.

(b)    Notice of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension of an outstanding Letter of Credit), the Borrower shall transmit by electronic communication to an Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with clause (c) of this Section), the amount and currency of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application, in each case, as required by the relevant Issuing Bank and using the relevant Issuing Bank’s standard form (each, a “Letter of Credit Agreement”). In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension (i) the amount of the LC Exposure shall not exceed $300,000,000, (ii) the sum of (x) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate Dollar Equivalent amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s Letter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding clause (i) and the immediately succeeding clauses (iii) and (iv), an Issuing Bank may, in its sole discretion, agree to issue, amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Outstanding LC Amount to exceed its Letter of Credit Commitment), (iii) the Total Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments and (iv) each Lender’s Revolving Credit Exposure shall not exceed

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such Lender’s Revolving Commitment. The Borrower may, at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank; provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not be satisfied. No Issuing Bank shall be under any obligation (without its prior written consent) to issue any trade or commercial Letters of Credit.

Additionally, no Issuing Bank shall be under any obligation to issue any Letter of Credit if:

(i)    any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital or liquidity requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was not applicable on the Effective Date and that such Issuing Bank in good faith deems material to it; or

(ii)    the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.

(c)    Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof, one year after such extension) and (ii) the date that is five (5) Business Days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may contain customary automatic extension provisions agreed upon by the Borrower and the relevant Issuing Bank that provide for the extension thereof for additional one-year periods (which shall in no event extend beyond the date referenced in clause (ii) above), subject to a right on the part of the relevant Issuing Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance of any such extension. Notwithstanding the foregoing, any Letter of Credit may expire no later than one year after the Maturity Date so long as the Borrower Cash Collateralizes an amount equal to 103% of the face amount of such Letter of Credit, concurrently with the issuance of such a Letter of Credit having an expiry date later than the Maturity Date (or, as applicable, concurrently with any amendment or extension of such a Letter of Credit that results in such Letter of Credit having an expiry date later than the Maturity Date), in the manner described in Section 2.06(j) and otherwise on terms and conditions reasonably acceptable to the relevant Issuing Bank and the Administrative Agent.

(d)    Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the term thereof) and without any further action on the part of any Issuing Bank or the Revolving Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding or reduction

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whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments.

(e)    Reimbursement. If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in the currency of such LC Disbursement equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the Business Day that the Borrower shall have received notice of such LC Disbursement; provided that, (x) if such LC Disbursement is denominated in Dollars and is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement or (y) if such LC Disbursement is denominated in an Alternative Currency and is not less than the Dollar Equivalent of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be converted into an equivalent amount of an ABR Revolving Borrowing denominated in Dollars in an amount equal to the Dollar Equivalent of such Alternative Currency, and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

(f)    Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder or (v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally. Neither the Administrative Agent, the Revolving Lenders nor any Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in

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the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, document, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

(g)    Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by electronic mail) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.

(h)    Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full within one (1) Business Day of the date on which such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable, at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)    Replacement and Resignation of an Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or otherwise amend any existing Letter of Credit.

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(B)    Subject to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with Section 2.06(i)(A) above.

(j)    Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 103% of the amount of the LC Exposure in the applicable currencies as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(f). The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. In addition, and without limiting the foregoing or Section 2.06(c), if any LC Exposure remains outstanding after the expiration date specified in Section 2.06(c)(ii), the Borrower shall immediately deposit into the LC Collateral Account an amount in cash equal to 103% of the amount of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

(k)    Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the relevant Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the relevant Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. The Borrower

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hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(l)    Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount and currency of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), (ii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more drawings under Letters of Credit, the date of such payment(s) and the amount and currency of such payment(s), (iii) on any Business Day on which the Borrower fails to reimburse any amount required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount and currency of such payment in respect of Letters of Credit and (iv) on any other Business Day, such other information as the Administrative Agent shall reasonably request.

(m)    Additional Issuing Banks. Any Revolving Lender reasonably acceptable to the Borrower and the Administrative Agent may become an additional Issuing Bank hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.

SECTION 2.07.    Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that (i) Term Loans shall be made as provided in Section 2.01(b) and (ii) Swingline Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower designated by the Borrower in the applicable Borrowing Request; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.

(b)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the applicable Overnight Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans, or in the case of Alternative Currencies, in accordance with such market practice, in each case, as applicable. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

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SECTION 2.08.    Interest Elections. (a) Each Borrowing initially shall be of the Type (and, in the case of a Revolving Borrowing, of the Agreed Currency) specified in the applicable Borrowing Request and, in the case of a Term Benchmark Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type (in the case of any Borrowing denominated in Dollars) or to continue such Borrowing and, in the case of a Term Benchmark Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.

(b)    To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by irrevocable written notice via an Interest Election Request signed by a Responsible Officer of the Borrower) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) elect an Interest Period for Term Benchmark Loans that does not comply with Section 2.02(d) or (ii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing.

(c)    Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)    the Agreed Currency (in the case of a Revolving Borrowing) and principal amount of the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)    whether the resulting Borrowing is to be an ABR Borrowing (in the case of Borrowings denominated in Dollars) or a Term Benchmark Borrowing; and

(iv)    if the resulting Borrowing is a Term Benchmark Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Term Benchmark Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)    Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)    If the Borrower fails to deliver a timely Interest Election Request with respect to a Term Benchmark Borrowing in Dollars prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. If the Borrower fails to deliver a timely and complete Interest Election Request with respect to a Term Benchmark Borrowing in an Alternative Currency prior to the end of the Interest Period therefor, then, unless such Term Benchmark Borrowing is repaid as provided herein, the Borrower shall be deemed to have selected that such Term Benchmark Borrowing shall automatically be

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continued as a Term Benchmark Borrowing in its original Agreed Currency with an Interest Period of one month at the end of such Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, (x) (A) each Term Benchmark Borrowing and (B) if applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14, each RFR Borrowing, in each case, denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (y) each Term Benchmark Borrowing denominated in an Alternative Currency shall bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall either be (A) converted to an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternative Currency) at the end of the Interest Period, as applicable, therefor or (B) prepaid at the end of the applicable Interest Period, as applicable, in full; provided that if no election is made by the Borrower by the earlier of (1) the date that is three Business Days after receipt by the Borrower of such notice and (2) the last day of the current Interest Period for the applicable Term Benchmark Loan, the Borrower shall be deemed to have elected clause (y)(A) above.

SECTION 2.09.    Termination and Reduction of Commitments. (a) Unless previously terminated, (i) any unfunded Term Loan Commitments shall terminate on the Effective Date after the funding of Term Loans on such date and (ii) all other Commitments shall terminate on the Maturity Date.

(b)    The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (A) the amount of any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Revolving Credit Exposure would exceed the aggregate Revolving Commitments.

(c)    The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.10.    Repayment and Amortization of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the tenth (10^th) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing shall be applied by the

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Administrative Agent to repay any Swingline Loans outstanding. The Borrower shall repay Term Loans on each date set forth below in an amount equal to (x) the original aggregate principal amount of Term Loans funded on the Effective Date multiplied by (y) the percentage set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and Section 2.11(e)):

Date	Amount
March 31, 2023		0	%
June 30, 2023		0	%
September 30, 2023		0	%
December 31, 2023		0	%
March 31, 2024		0	%
June 30, 2024		0.625	%
September 30, 2024		0.625	%
December 31, 2024		0.625	%
March 31, 2025		0.625	%
June 30, 2025 and the last day of each fiscal quarter ending thereafter		1.25	%

To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Borrower on the Maturity Date.

(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations (including, without limitation, the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement).

(e)    Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form attached hereto as Exhibit D-1 or Exhibit D-2, as applicable, or otherwise as approved by the Administrative Agent (such notes, collectively, the “Notes”). Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

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SECTION 2.11.    Prepayment of Loans.

(a)    The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (other than break funding payments required by Section 2.16) subject to prior notice in accordance with the provisions of this Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of a Term Benchmark Borrowing denominated in Euros, not later than 12:00 p.m., New York City time, three Business Days before the date of prepayment, (iii) in the case of prepayment of an ABR Borrowing, not later than 12:00 p.m., New York City time, one (1) Business Day before the date of prepayment or (iv) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(e). Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) any break funding payments required by Section 2.16.

(b)    If at any time the Total Revolving Credit Exposures exceed the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause the aggregate principal amount of the Total Revolving Credit Exposures to be less than or equal to the aggregate Revolving Commitments.

(c)    In the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Cash Proceeds are received, prepay the Term Loans then outstanding as set forth in Section 2.11(e) below in an aggregate amount equal to (i) in the case of an event described in clause (a) of the definition of the term “Prepayment Event”, the Prepayment Percentage of such Net Cash Proceeds and (ii) in the case of an event described in clause (b) of the definition of the term “Prepayment Event”, 100% of such Net Cash Proceeds; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, such required prepayment shall only be required to be made for amounts in excess of $25,000,000 per Fiscal Year; provided, further, that so long as no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the Borrower reinvests such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted Subsidiaries within 360 days after the date of receipt of such Net Cash Proceeds, or enters into a binding commitment thereof within said 360-day period and subsequently makes such reinvestment within 180 days after the end of such 360-day period; provided that the Borrower notifies the Administrative Agent within five (5) Business Days following receipt by the Borrower or any of its Restricted Subsidiaries of such Net Cash Proceeds of the Borrower’s intent to reinvest such Net Cash Proceeds.

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(d)    All such amounts pursuant to Section 2.11(c) shall be applied to prepay the next eight installments of Term Loans then outstanding in the direct order of maturity and then the remaining installments of Term Loans then outstanding on a pro rata basis.

(e)    Any Incremental Term Loans, Incremental Equivalent Debt and/or Ratio Debt, in each case, that is secured on a pari passu basis with the Term Loans in right of security may share in any mandatory prepayment under Section 2.11(c) on a ratable basis (but not on a greater than pro rata basis) to the extent such prepayment is required under the terms of such Incremental Term Loans, Incremental Equivalent Debt and/or Ratio Debt.

(f)    Notwithstanding any other provisions of this Section 2.11, to the extent any or all of the Net Cash Proceeds of any Prepayment Event described in clause (a) of the definition of the term “Prepayment Event” that are received by a Foreign Subsidiary are prohibited or delayed by any applicable local law (including financial assistance, corporate benefit restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of such Foreign Subsidiary) from being repatriated or passed on to or used for the benefit of the Borrower or any applicable Domestic Subsidiary or if the Borrower has determined in good faith that repatriation of any such amount to the Borrower or any applicable Domestic Subsidiary would have material adverse tax consequences with respect to such amount, the portion of such Net Cash Proceeds so affected will not be required to be applied to prepay the Term Loans at the times provided in Section 2.11(c) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation or the passing on to or otherwise using for the benefit of the Borrower or the applicable Domestic Subsidiary, or the Borrower believes in good faith that such material adverse tax consequence would result, and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law or the Borrower determines in good faith such repatriation would no longer have such material adverse tax consequences, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied to the prepayment of the Term Loans pursuant to Section 2.11(c).

SECTION 2.12.    Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall accrue at the “Commitment Fee Rate” specified in the definition of Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last day of each period but excluding the date on which the Revolving Commitments terminate).

(b)    The Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to its participations in each outstanding Letter of Credit, which shall accrue on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Term Benchmark Revolving Loans, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and

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the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the Dollar Equivalent of the daily maximum stated amount then available to be drawn under such outstanding Letter of Credit, during the period from and including the Effective Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and other standard costs and charges, of such Issuing Bank relating to the Letters of Credit as from time to time in effect. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the date hereof; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after written demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(c)    The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

(d)    All fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13.    Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b)    The Loans comprising each Term Benchmark Borrowing shall bear interest at the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate, as applicable, for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c)    Each RFR Loan (solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14) shall bear interest at a rate per annum equal to the Adjusted Daily Simple SOFR plus the Applicable Rate.

(d)    Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, unless waived by the Required Lenders pursuant to Section 9.02, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.

(e)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

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(f)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted Term SOFR Rate, Term SOFR Rate, Adjusted EURIBOR Rate, EURIBOR Rate, Adjusted Daily Simple SOFR or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14.    Alternate Rate of Interest.

(a)    Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.14, if:

(i)    the Administrative Agent determines (which determination shall be conclusive absent manifest error) (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate (including because the Relevant Screen Rate is not available or published on a current basis), for the applicable Agreed Currency and such Interest Period or (B) at any time (solely if applicable following a Benchmark Replacement or otherwise pursuant to this Section 2.14), that adequate and reasonable means do not exist for ascertaining the applicable Adjusted Daily Simple SOFR or Daily Simple SOFR; or

(ii)    the Administrative Agent is advised by the Required Lenders that (A) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate or the Adjusted EURIBOR Rate for the applicable Agreed Currency and such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for the applicable Agreed Currency and such Interest Period or (B) at any time (solely if applicable following a Benchmark Replacement or otherwise pursuant to this Section 2.14), Adjusted Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above and (B) for Loans denominated in an Alternative Currency, any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that requests a Term Benchmark Borrowing, in each case, for the relevant Benchmark, shall be ineffective; provided that, if the circumstances giving rise to such

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notice affect only one Type of Borrowings, then all other Types of Borrowings shall be permitted. Furthermore, if any Term Benchmark Loan in any Agreed Currency (or, solely if applicable pursuant to this Section 2.14, RFR Loan) is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan (or RFR Loan), then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any Term Benchmark Loan (or RFR Loan) shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not also the subject of Section 2.14(a)(i) or (ii) above or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR also is the subject of Section 2.14(a)(i) or (ii) above, on such day and (B) for Loans denominated in an Alternative Currency, any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any Alternative Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.

(b)    Notwithstanding anything to the contrary herein or in any other Loan Document (and any Swap Contract shall be deemed not to be a “Loan Document” for purposes of this Section 2.14), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) of the definition of “Benchmark Replacement” with respect to Dollars for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement” with respect to any Agreed Currency for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class.

(c)    Notwithstanding anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d)    The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal

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or reinstatement of any tenor of a Benchmark pursuant to clause (e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.

(e)    Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate or the EURIBOR Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)    Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Term Benchmark Borrowing (or, solely if applicable pursuant to this Section 2.14, RFR Borrowing) of, conversion to or continuation of Term Benchmark Loans (or RFR Loans) to be made, converted or continued during any Benchmark Unavailability Period and, failing that, either (x) the Borrower will be deemed to have converted any request for (1) a Term Benchmark Borrowing (or RFR Borrowing) denominated in Dollars into a request for a Borrowing of or conversion to (A) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (B) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event or (y) any Term Benchmark Borrowing denominated in an Alternative Currency shall be ineffective. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan in any Agreed Currency (or, solely if applicable pursuant to this Section 2.14, RFR Loan) is outstanding on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Term Benchmark Loan (or RFR Loan), then until such time as a Benchmark Replacement for such Agreed Currency is implemented pursuant to this Section 2.14, (A) for Loans denominated in Dollars, any Term Benchmark Loan (or RFR Loan) shall on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, (x) an RFR Borrowing so long as the Adjusted Daily Simple SOFR is not the subject of a Benchmark Transition Event or (y) an ABR Borrowing if the Adjusted Daily Simple SOFR is the subject of a Benchmark Transition Event, on such day and (B) for Loans denominated in an Alternative Currency, any Term Benchmark Loan shall, on the last day of the Interest Period applicable to such Loan bear interest at the Central Bank Rate for the applicable Alternative Currency plus the CBR Spread; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Alternative Currency cannot be determined, any outstanding affected Term Benchmark Loans denominated in any

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Alternative Currency shall, at the Borrower’s election prior to such day: (A) be prepaid by the Borrower on such day or (B) solely for the purpose of calculating the interest rate applicable to such Term Benchmark Loan, such Term Benchmark Loan denominated in any Alternative Currency shall be deemed to be a Term Benchmark Loan denominated in Dollars and shall accrue interest at the same interest rate applicable to Term Benchmark Loans denominated in Dollars at such time.

SECTION 2.15.    Increased Costs. (a) If any Change in Law shall:

(i)    impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender or Issuing Bank (except any such reserve requirement reflected in the Adjusted EURIBOR Rate);

(ii)    impose on any Lender or any Issuing Bank or the applicable offshore interbank market for the applicable Agreed Currency any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.

(b)    If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c)    A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16.    Break Funding Payments. (a) With respect to Loans that are not RFR Loans, in the event of (i) the payment of any principal of any Term Benchmark Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (ii) the conversion of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto, (iii) the failure to borrow, convert, continue or prepay any Term Benchmark Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith), (iv) the assignment of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(d) or (v) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(b)    With respect to RFR Loans (solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 2.14), in the event of (i) the payment of any principal of any RFR Loan other than on the Interest Payment Date applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (ii) the failure to borrow or prepay any RFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith), (iii) the assignment of any RFR Loan other than on the Interest Payment Date applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or 9.02(d) or (iv) the failure by the Borrower to make any payment of any Loan or drawing under any Letter of Credit (or interest due thereof) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.17.    Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that

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after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)    Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

(c)    Evidence of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d)    Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) payable or paid by such Recipient (other than penalties and interest resulting from gross negligence or willful misconduct) or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).

(f)    Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time such Lender becomes a Lender hereunder and thereafter at such times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation

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(other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:

(A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)    in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI;

(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4)    to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

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(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments (including payments of additional amounts, if any) made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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(h)    Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i)    Defined Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Banks and the term “applicable law” includes FATCA.

SECTION 2.18.    Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Setoffs.

(a)    (i) Except with respect to principal of and interest on Loans denominated in an Alternative Currency, the Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) in Dollars prior to 12:00 noon, New York City time on the date when due or the date fixed for any prepayment hereunder and (ii) all payments with respect to principal and interest on Loans denominated in an Alternative Currency shall be made in such Alternative Currency not later than the Applicable Time specified by the Administrative Agent on the dates specified herein, in each case, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 383 Madison Avenue, New York, New York, except payments to be made directly to an Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under this Agreement shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount.

(b)    At any time that payments are not required to be applied in the manner required by Section 7.03, if at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c)    At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan

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Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d)    If, except as expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(e)    Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account of the relevant Lenders or the relevant Issuing Bank pursuant to the terms of this Agreement or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(a)), notice from the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the relevant Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the applicable Overnight Rate.

SECTION 2.19.    Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

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(b)    If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, delayed or conditioned, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

SECTION 2.20.    Incremental Facilities.

(a)    The Borrower may, at any time, on one or more occasions on or after the Effective Date pursuant to an Incremental Amendment (i) add one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such commitments, “Incremental Term Commitments” and any such new Class or increase, an “Incremental Term Facility” and any loan made pursuant to any Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the aggregate amount of the Revolving Commitments (an “Incremental Revolving Facility” and, together with any Incremental Term Facility, “Incremental Facilities”; the commitments thereunder, the “Incremental Revolving Commitments” and the loans thereunder, “Incremental Revolving Loans” and any Incremental Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not to exceed the Incremental Available Amount; provided that:

(i)    no Incremental Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree),

(ii)    except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide any Incremental Commitment shall be within the sole and absolute discretion of such Lender,

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(iii)    no Incremental Facility or Incremental Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or Incremental Loan,

(iv)    except as otherwise permitted herein the terms of any Incremental Term Facility, if not substantially consistent with those applicable to any then-existing Term Loans, must be reasonably acceptable to the Administrative Agent,

(v)    each Incremental Revolving Facility shall have the same terms, other than upfront fees, as the Revolving Facility,

(vi)    the final maturity date with respect to any Class of Incremental Term Loans shall be no earlier than the Maturity Date,

(vii)    the Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans (without giving effect to any prepayment thereof),

(viii)    subject to clauses (vi) and (vii) above, any Incremental Term Facility may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Incremental Term Facility,

(ix)    subject to clause (v) above, the pricing (including interest rate and fees) of any Incremental Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility,

(x)    (A) each Incremental Term Facility shall rank (i) on a pari passu basis with, or on a junior basis to, the Term Loans in right of payment and (ii) on a pari passu basis with, or on a junior basis to, the Term Loans in right of security (or, solely to the extent the Investment Grade Condition is satisfied on such date, unsecured) and (B) no Incremental Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured at any time by any assets other than the Collateral securing the Term Facility and the Revolving Facility at such time,

(xi)    subject to Section 1.12, (A) no Default or Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility, and (B) the representations and warranties of the Loan Parties (or, in the case of any Incremental Term Facility the proceeds of which are being used to finance a Limited Condition Acquisition, if agreed to by the lenders thereof, customary “SunGard” representations and warranties) set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility becomes effective with the same effect as though such representations and warranties had been made on and as of such date; provided that, to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or all respects, as applicable) as of such date or for such period;

(xii)    any Incremental Term Facility may participate in any mandatory prepayment of Term Loans as set forth in, and subject to the limitations of, Section 2.11(e);

(xiii)    the proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes and any other use not prohibited by this Agreement, and

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(xiv)    on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.08 or 2.13, such Incremental Term Loans shall be added to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having an Interest Period (the duration of which may be less than one month) that begins during an Interest Period then applicable to outstanding Term Benchmark Loans of the relevant Class and which ends on the last day of such Interest Period.

(b)    Incremental Commitments may be provided by any existing Lender, or by any other eligible assignee (any such other lender being called an “Incremental Lender”); provided that, the Administrative Agent (and, in the case of any Incremental Revolving Facility, the Swingline Lender and each Issuing Bank) shall have a right to consent (such consent not to be unreasonably withheld, delayed or conditioned) to the relevant Incremental Lender’s provision of Incremental Commitments if such consent would be required under Section 9.04 for an assignment of Loans to such Incremental Lender, mutatis mutandis, to the same extent as if the relevant Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment.

(c)    Each Lender or Incremental Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative Agent and the Borrower all such documentation (including the relevant Incremental Amendment) as may be reasonably required by the Administrative Agent to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Incremental Lender shall become a Lender for all purposes in connection with this Agreement.

(d)    As conditions precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (i) upon its request, the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Incremental Lender, an Administrative Questionnaire and such other documents as it shall reasonably require from such Incremental Lender, (iii) the Administrative Agent, on behalf of the Incremental Lenders, or the Incremental Lenders, as applicable, shall have received the amount of any fees payable to the Incremental Lenders in respect of such Incremental Facility or Incremental Loans, (iv) subject to Section 2.20(h), the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Loans were subject to Section 2.03 or another written request the form of which is reasonably acceptable to the Administrative Agent (it being understood and agreed that the requirement to deliver a Borrowing Request shall not result in the imposition of any additional condition precedent to the availability of the relevant Incremental Loans) and (v) the Administrative Agent shall be entitled to receive a certificate of the Borrower signed by a Financial Officer thereof (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower and (B) to the extent applicable, certifying that the condition set forth in clause (a)(xi) above has been satisfied.

(e)    Upon the implementation of any Incremental Revolving Facility pursuant to this Section 2.20:

(i)    each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant Incremental Revolving Facility Lender, and each relevant Incremental Revolving Facility Lender will automatically and without

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further act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’ (including each Incremental Revolving Facility Lender) (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans shall be held on a pro rata basis on the basis of their respective Revolving Commitments (after giving effect to any increase in the Revolving Commitment pursuant to this Section 2.20); and

(ii)    the existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders (including the Revolving Lenders providing the relevant Incremental Revolving Facility), and such other Revolving Lenders (including the Revolving Lenders providing the relevant Incremental Revolving Facility) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Revolving Commitment pursuant to this Section 2.20); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this clause (ii).

(f)    On the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as applicable, permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and the relevant Issuing Bank and/or the Swingline Lender, as applicable.

(g)    The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Amendment and/or any amendment to any other Loan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this Section 2.20, such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.20 and such other amendments as are described in Section 9.02.

(h)    Notwithstanding anything to the contrary in this Section 2.20 or in any other provision of any Loan Document, if the proceeds of any Incremental Term Facility are intended to be applied to finance a Permitted Acquisition or other similar Investment and the lenders providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality.

(i)    This Section 2.20 shall supersede any provision in Section 9.02 to the contrary.

Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement shall be amended as necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower to effect the provisions of or be consistent with this Section 2.20. Any such amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) but without the consent of any other Lender (other than the Incremental Lenders providing such Incremental Facility), and furnished to the other parties hereto.

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SECTION 2.21.    Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a)    fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b)    any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.03 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder; third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(c)    the Revolving Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided, further, that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders directly affected thereby shall not, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;

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(d)    if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:

(i)    all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that is the Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Revolving Commitment;

(ii)    if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the relevant Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii)    if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv)    if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v)    if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to relevant Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(e)    so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(d), and Swingline Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or the Issuing Banks, as the case may be, to defease any risk to it in respect of such Lender hereunder.

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In the event that the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage.

ARTICLE III

Representations and Warranties

Each Holding Entity and the Borrower represents and warrants to the Lenders that:

SECTION 3.01.    Organization; Powers; Subsidiaries. Each Loan Party and each Restricted Subsidiary (other than any Immaterial Subsidiary) thereof (a) is duly incorporated, organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation, organization or formation; (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party; and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except in each case referred to in clauses (a) (other than with respect to the Loan Parties), (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.02.    Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party (a) have been duly authorized by all necessary corporate or other organizational action, and (b) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (x) any material contract to which such Person is a party or affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (iii) violate any Law, except in each case referred to in clauses (ii) or (iii), to the extent that such conflict, breach, contravention, Lien, payment or violation would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.03.    Governmental Approvals; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof), except in each case for (x) filings and actions completed on or prior to the Effective Date and as contemplated hereby and by the Collateral Documents necessary to perfect or maintain the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties (including, without limitation, UCC financing statements, filings in the United States Patent and Trademark Office and the United States Copyright Office

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and Mortgages (if any)) and (y) approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect or which would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.04.    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

SECTION 3.05.    Financial Condition; No Material Adverse Change.

(a)    The Historical Annual Financial Statements: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (B) fairly present, in all material respects, the financial condition of the Business as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (C) show all material indebtedness and other liabilities, direct or contingent, of the Business as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP.

(b)    The Historical Quarterly Financial Statements: (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to normal year-end audit adjustments and the absence of footnotes, except as otherwise expressly noted therein, and (B) fairly present, in all material respects, the financial condition of the Business as of the date thereof and their results of operations for the period covered thereby.

(c)    Since March 31, 2022, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

SECTION 3.06.    Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or by or before any Governmental Authority, by or against any Holding Entity, the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.

SECTION 3.07.    No Default. Each of the Holding Entities, the Borrower and each Restricted Subsidiary is in compliance with all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

SECTION 3.08.    Ownership of Property; Liens. Each of the Holding Entities, the Borrower and each Restricted Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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SECTION 3.09.    Environmental.

(a)    Each of the Loan Parties and its Restricted Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained in full force and effect all Environmental Permits required for its current operations, except where non-compliance would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    No Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection with any Loan Party or its Restricted Subsidiaries or any real properties now or previously owned, leased or operated by any Loan Party or its Restricted Subsidiaries except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c)    To the Loan Parties’ knowledge, there are no Environmental Liabilities of any Restricted Subsidiary of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances which would reasonably be expected to result in or be the basis for any such Environmental Liability, except, in each case, as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)    None of the Holding Entities, the Borrower or any of its Restricted Subsidiaries has assumed or retained any Environmental Liability of any other Person, except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

This Section 3.09 contains the sole and exclusive representations and warranties of the Loan Parties with respect to environmental matters.

SECTION 3.10.    Insurance. The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary operates.

SECTION 3.11.    Taxes. The Holding Entities, the Borrower and its Restricted Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material Taxes due and payable, in each case, except (a) Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.12.    ERISA Compliance. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Pension Plan (based on the assumptions used for purposes of FASB Accounting Standards Codification 715 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Pension Plan, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of FASB Accounting Standards Codification 715 or subsequent recodification thereof, as applicable) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans, except to the extent that such excess would not reasonably be expected to have a Material Adverse Effect.

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SECTION 3.13.    Subsidiaries; Equity Interests. As of the Effective Date, (a) Parent has no direct Subsidiaries other than the Borrower and the TPG Blockers and all of the outstanding Equity Interests in the Borrower and the TPG Blockers, in each case, held by Parent have been validly issued, are fully paid and nonassessable and are owned by Parent in the amount specified on Part (a) of Schedule 3.13 free and clear of all Liens except those created under the Collateral Documents and any non-consensual Liens not securing debt for borrowed money permitted hereunder, (b) each TPG Blocker has no direct Subsidiaries or other equity investments other than investments in the Borrower and all of the outstanding Equity Interests in the Borrower held by such TPG Blocker have been validly issued, are fully paid and nonassessable and are owned by such TPG Blocker in the amount specified on Part (a) of Schedule 3.13 free and clear of all Liens except those created under the Collateral Documents and any non-consensual Liens not securing debt for borrowed money permitted hereunder and (c) the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 3.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Borrower or its Subsidiaries in the amounts specified on Part (a) of Schedule 3.13 free and clear of all Liens except those created under the Collateral Documents and Permitted Prior Liens. As of the Effective Date, (x) the Borrower has no equity investments in an individual amount in excess of $500,000 (valued at the time of such initial investment) in any other Person other than (i) those specifically disclosed in Part (b) of Schedule 3.13 and (ii) investments in Subsidiaries and (y) there are no Unrestricted Subsidiaries.

SECTION 3.14.    Margin Regulations; Investment Company Act.

(a)    The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying margin stock and no proceeds of any Borrowings or Letter of Credit will be used for any purpose that violates Regulation U issued by the Federal Reserve Board.

(b)    None of the Holding Entities, the Borrower, any Person Controlling any Holding Entity or the Borrower or any Restricted Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 3.15.    Disclosure.

(a)    No report, financial statement, certificate or other written information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transactions or delivered hereunder or under any other Loan Document (in each case, taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

(b)    As of the Effective Date, all of the information included in the Beneficial Ownership Certification is true and correct in all material respects.

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SECTION 3.16.    Compliance with Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties (including the Patriot Act), except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.17.    [Reserved].

SECTION 3.18.    Intellectual Property; Licenses. The Holding Entities, the Borrower and its Restricted Subsidiaries own or possess the right to use all of the trademarks, service marks, trade names, trade dress, logos, domain names and all good will associated therewith, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses, and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, without conflict with the rights of any other Person, except where the failure to own or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Holding Entities, the Borrower and its Restricted Subsidiaries hold all right, title and interest in and to such IP Rights free and clear of any Lien (other than Liens permitted by Section 6.01). No slogan or other advertising device, product, process, method, substance, part or other material or activity now employed by the Holding Entities, the Borrower or any Restricted Subsidiary infringes upon, misappropriates or otherwise violates any rights held by any other Person, except where such infringement, misappropriation or other violation would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.19.    Solvency. As of the Effective Date, immediately after giving effect to the consummation of the Transactions, the Holding Entities, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

SECTION 3.20.    Collateral Documents. Except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), the provisions of the applicable Collateral Documents are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject, in the case of any Collateral other than Collateral consisting of Equity Interests, to Permitted Liens and, in the case of Collateral consisting of Equity Interests, to non-consensual Liens permitted by Section 6.01 (collectively, such Liens, “Permitted Prior Liens”)) on all right, title and interest of the respective Loan Parties in the Collateral described therein and proceeds thereof.

SECTION 3.21.    Senior Debt. The Obligations constitute “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under, and as defined in, the documentation governing, any Indebtedness that is subordinated to the Obligations expressly by its terms.

SECTION 3.22.    Anti-Terrorism; Anti-Money Laundering; Etc.

(a)    Each Holding Entity and the Borrower have, to the extent required by applicable Laws, implemented and maintains in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Holding Entities, the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Holding Entities, the Borrower, its Subsidiaries and, to Borrower’s knowledge, its and its Subsidiaries’ respective officers, directors, employees and agents are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all material respects.

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(b)    No Loan Party nor any of its Subsidiaries or, to their knowledge, any of their Related Parties (i) is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in material violation of (A) the Trading with the Enemy Act, (B) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation or sanctions relating thereto or (C) any other applicable laws relating to terrorism financing or money laundering (collectively, the “Anti-Money Laundering Laws”), in each case, in any material respect or (iii) is a Sanctioned Person.

(c)    No part of the proceeds of any Loan or Letter of Credit hereunder will be used directly or, to the knowledge of the Borrower, indirectly to fund any operations in, finance any investment or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any party to this Agreement (including any Lender or Arranger, the Administrative Agent, any Issuing Bank or any Swingline Lender) of any applicable Sanctions or Anti-Money Laundering Laws.

SECTION 3.23.    Anti-Corruption Laws. No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrower, indirectly, for any payments to any governmental official, governmental employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity on behalf of a Governmental Authority, in violation of Anti-Corruption Laws.

SECTION 3.24.    Affected Financial Institution. No Loan Party is an Affected Financial Institution.

ARTICLE IV

Conditions

SECTION 4.01.    Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)    The Administrative Agent (or its counsel) shall have received from each party hereto a counterpart of this Agreement signed on behalf of such party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page).

(b)    The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:

(i)    a certificate of each Loan Party party to any Loan Document as of the Effective Date, dated as of the Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall:

(A)    certify that:

(1)    attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization (including all amendments thereto) of such Loan Party certified as of a recent date by the relevant authority of its jurisdiction of incorporation, association, organization, formation or registration;

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(2)    such certificate or articles of incorporation, formation or organization of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon and are in full force and effect;

(3)    attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Effective Date and such by-laws or operating, management, partnership or similar agreements are in full force and effect; and

(4)    attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member, general partner, shareholders or other applicable governing body authorizing the execution, delivery and performance of the Loan Documents, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect; and

(B)    identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which such Loan Party is a party on the Effective Date;

(ii)    a good standing (or equivalent) certificate as of a recent date for such Loan Party from the relevant authority of its jurisdiction of incorporation, organization or formation (to the extent applicable); and

(iii)    the Collateral Documents and the Guarantee Agreement, duly executed by each party thereto, together with:

(A)    the certificates representing the shares of capital stock or other Equity Interests (in each case, to the extent certificated) required to be pledged by any Loan Party (including the Borrower) pursuant to the Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; and

(B)    UCC-1 financing statements with respect to each Loan Party, in proper form for filing with the applicable Governmental Authority.

(c)    The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of Katten Muchin Rosenman LLP, counsel for the Loan Parties, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(d)    (i) The representations and warranties contained in Article III and in each of the other Loan Documents shall be true and correct in all material respects (provided that any representation and warranty that is qualified by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects) as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by Material Adverse Effect or other materiality qualifier, in all respects) as of such earlier date, (ii) no Default or Event of Default shall have occurred and be continuing as of such date or would immediately result from the transactions contemplated to occur on the Effective Date and (iii) the Administrative Agent shall have received a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, certifying as to the foregoing.

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(e)    The Qualifying Public Offering shall have been, or substantially concurrently with the initial Borrowing under this Agreement shall be, consummated.

(f)    (i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten (10) Business Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has requested, in a written notice to the Borrower at least three (3) Business Days prior to the Effective Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (f) shall be deemed to be satisfied).

(g)    The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(h)    The Administrative Agent shall have received all customary lien searches in the relevant jurisdictions (including UCC, tax and judgment lien searches and searches of the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any other country)) as of a recent date.

(i)    The Administrative Agent shall have received a Borrowing Request as required by Section 2.03.

(j)    To the extent requested at least three (3) Business Days prior to the Effective Date, a Note executed by the Borrower in favor of each Lender which has requested a Note pursuant to Section 2.10(e) shall have been received by each such Lender.

(k)    The Administrative Agent shall have received a Solvency Certificate, dated the Effective Date and signed by a Financial Officer of the Borrower.

(l)    The Arrangers shall have received the Historical Annual Financial Statements and the Historical Quarterly Financial Statements.

(m)    On the Effective Date, after giving effect to the transactions contemplated by this Agreement, neither the Borrower nor any of its Restricted Subsidiaries shall have any Indebtedness for borrowed money other than the Facilities and other Indebtedness permitted pursuant to Section 6.03 of this Agreement.

Without limiting the generality of the provisions in Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender and each Issuing Bank that has signed this Agreement shall conclusively be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or Issuing Bank unless the Administrative Agent shall have received notice from such Lender or Issuing Bank prior to the proposed Effective Date specifying its objection thereto.

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The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02.    Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a)    The representations and warranties of the Loan Parties set forth in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects (provided that any representation and warranty that is qualified by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation and warranty that is qualified by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects) as of such earlier date.

(b)    At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

From and after the Effective Date until the Termination Date, each Holding Entity and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 5.01, 5.02 and 5.03) cause each Restricted Subsidiary to:

SECTION 5.01.    Financial Statements. Deliver to the Administrative Agent for prompt distribution to each Lender:

(a)    (i) within 100 days after the end of each Fiscal Year (or 120 days for the Fiscal Year ending March 31, 2023) of the Borrower (commencing with the Fiscal Year ending March 31, 2023) so long as Parent or Borrower is Controlled by the Flex Shareholder or (ii) within 90 days after the end of each Fiscal Year of the Borrower so long as Parent or Borrower is not Controlled by the Flex Shareholder, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP, PricewaterhouseCoopers, Ernst & Young or any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or explanatory paragraph (other than a “going concern”

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qualification or exception or explanatory paragraph resulting solely from an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered or any actual or anticipated breach of the financial covenant set forth in Section 6.11 or any other financial covenant set forth in the definitive agreements governing any other Indebtedness or the activities, operations, financial results, assets or liability of any Unrestricted Subsidiary) or any qualification or exception or explanatory paragraph as to the scope of such audit; provided the foregoing financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, to the extent applicable;

(b)    in connection with each of the first three fiscal quarters of each Fiscal Year of the Borrower (commencing with the fiscal quarter ending December 31, 2022), (i) within 55 days after the end of each such fiscal quarter so long as Parent or Borrower is Controlled by the Flex Shareholder or (ii) within 45 days after the end of each such fiscal quarter so long as Parent or Borrower is not Controlled by the Flex Shareholder, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units and cash flows for such fiscal quarter and for the portion of the Borrower’s Fiscal Year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided the foregoing financial statements are accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, to the extent applicable; and

(c)    not later than 60 days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending March 31, 2023), an annual budget of the Borrower and its Restricted Subsidiaries on a consolidated basis consisting of consolidated balance sheets of and statements of operations and comprehensive income, parent company equity (deficit) and redeemable preferred units and cash flows of the Borrower and its Restricted Subsidiaries on a quarterly basis for the then-current Fiscal Year (including the Fiscal Year in which the Latest Maturity Date occurs, if such Fiscal Year is the then-current Fiscal Year).

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing the applicable financial statements and related narrative report of Parent and its Subsidiaries; provided that, (x) such information is accompanied by a reasonably detailed reconciliation that explains the differences between the information relating to Parent and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand, and (y) to the extent such information is in lieu of information required to be provided under Section 5.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP, PricewaterhouseCoopers, Ernst & Young or any other independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or explanatory paragraph (other than a “going concern” qualification or exception or explanatory paragraph resulting solely from an upcoming maturity date under any Indebtedness occurring within one year from the time such opinion is delivered or any actual or anticipated breach of the financial covenant set forth in Section 6.11 or any other financial covenant set

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forth in the definitive agreements governing any other Indebtedness or the activities, operations, financial results, assets or liability of any Unrestricted Subsidiary) or any qualification or exception or explanatory paragraph as to the scope of such audit.

SECTION 5.02.    Certificates; Other Information. Deliver to the Administrative Agent for prompt distribution to each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a)    concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;

(b)    promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower or Parent, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower or Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, whether or not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that to the extent any such documents are filed with the SEC, such documents shall be deemed delivered pursuant to this Section 5.02(b) at the time of and so long as the Borrower notifies the Administrative Agent in writing (by facsimile or electronic mail) of the filing with the SEC of any such documents;

(c)    promptly, (x) such additional information regarding the business, financial or corporate affairs of Parent, the Borrower or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender, through the Administrative Agent, may from time to time reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; provided that, nothing in this Agreement or in any other Loan Document shall require any Loan Party or Restricted Subsidiary thereof to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes nonfinancial trade secrets or nonfinancial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by applicable Law, fiduciary duty or any binding agreement not entered into primarily for the purpose of qualifying for the exclusion in this clause (ii) or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product; provided further that, (in the event that any Loan Party does not provide information in reliance on the foregoing proviso, to the extent permitted under applicable Law, such Loan Party shall provide notice to the Administrative Agent that such information is being withheld and shall use its commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege and none of the foregoing shall be construed to limit any of the representations and warranties of the Loan Parties set forth in the Loan Documents; and

(d)    concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b), a customary summary management discussion and analysis report, describing the material operations and financial condition of Parent, the Borrower and the Restricted Subsidiaries for the fiscal quarter and portion of the fiscal year then ended (or for the fiscal year then ended in the case of financial statements delivered pursuant to Section 5.01(a)).

Documents required to be delivered pursuant to Section 5.01(a) or (b) or Section 5.02(b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (1) on which the Borrower posts such documents, or provides a link thereto at [●] or any successor website

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identified in writing by the Borrower to the Administrative Agent from time to time, (2) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (3) on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.

Each of the Holding Entities and the Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information within the meaning of United States federal securities laws (“MNPI”) with respect to the Holding Entities, the Borrower or its Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. Each of the Holding Entities and the Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any MNPI with respect to the Holding Entities, the Borrower or its Subsidiaries, or their respective securities (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” (and the Administrative Agent agrees that only Borrower Materials marked “PUBLIC” will be made available on such portion of the Platform); and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

SECTION 5.03.    Notices of Material Events. Promptly notify the Administrative Agent (for distribution to each Lender) after a Responsible Officer of the Borrower has knowledge of the occurrence of:

(a)    any Default or Event of Default;

(b)    any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(c)    the filing or commencement of any Proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Restricted Subsidiaries, including pursuant to any applicable Environmental Laws, that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;

(d)    any change in the credit ratings from a credit rating agency, or the placement by a credit rating agency of the Borrower on a “CreditWatch” or “WatchList” or any similar list or the cessation by a credit rating agency of, or its written intent to cease, rating the Borrower or its debt;

(e)    any other matter that has resulted, or would reasonably be expected to result in, a Material Adverse Effect; or

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(f)    any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

Each notice pursuant to this Section 5.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 5.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document, if any, that have been breached.

SECTION 5.04.    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its incorporation, organization or formation except in a transaction permitted by Section 6.04; (b) maintain all rights, privileges, permits, and licenses reasonably necessary in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (c) except as otherwise determined in Borrower’s reasonable business judgment, preserve, maintain, renew and keep in full force and effect all of its registered patents, trademarks, trade names, trade dress and service marks, the failure of which to so preserve, maintain, renew or keep in full force and effect would reasonably be expected to have a Material Adverse Effect; and (d) pay and discharge as the same shall become due and payable all Federal, state and other material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary.

SECTION 5.05.    Maintenance of Properties. Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.06.    Maintenance of Insurance.

(a)    Maintain with financially sound and reputable insurance companies (that are not Affiliates of the Borrower) insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and within 60 days after the Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), providing for not less than 30 days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, which insurance (except as to Excluded Subsidiaries) (i) within 60 days after the Effective Date (or such later date as the Administrative Agent may agree in its reasonable discretion), shall name the Administrative Agent as additional insured (in the case of liability insurance) and (ii) within 60 days after the occurrence of a Springing Collateral Date (solely to the extent the Investment Grade Condition is not satisfied on such date) (or such later date as the Administrative Agent may agree in its reasonable discretion), shall name the Administrative Agent as loss payee (in the case of casualty insurance); provided, however, if any insurance proceeds are paid on the account of a casualty to assets or properties of any Loan Party that do not constitute Collateral and at such time no Event of Default shall have occurred and is continuing, then the Administrative Agent shall take such actions, including endorsement, to cause any such insurance proceeds to be promptly remitted to the Borrower to be used by the Borrower or such Loan Party in any manner not prohibited by this Agreement.

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(b)    Notwithstanding anything herein to the contrary, with respect to each Mortgaged Property (if any), if at any time the area in which the buildings and other improvements (as described in the applicable Mortgage) is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as the Administrative Agent may from time to time reasonably require, and otherwise to ensure compliance with the NFIP as set forth in the Flood Laws. Following the Effective Date, the Borrower shall deliver to the Administrative Agent annual renewals of each earthquake insurance policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with any MIRE Event, the Borrower shall provide to the Administrative Agent not later than thirty (30) days prior to the closing of such MIRE Event (and authorize the Administrative Agent to provide to the Lenders) for each Mortgaged Property (if any) a Flood Determination Form, Borrower Notice and Evidence of Flood Insurance, as applicable.

SECTION 5.07.    Compliance with Laws. Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. To the extent required by applicable Laws, maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Holding Entities, the Borrower and its Restricted Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08.    Books and Records. Maintain proper books of record and account, in which full, true and correct entries in all material respects in conformity with GAAP consistently applied shall be made of all financial transactions, and if and to the extent required by GAAP, matters involving the assets and business of the Holding Entities, the Borrower or such Restricted Subsidiary, as the case may be.

SECTION 5.09.    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired (with the Borrower being required to pay all reasonable and documented out-of-pocket expenses for one visit each Fiscal Year) by the Administrative Agent, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the reasonable expense of the Borrower at any time during normal business hours and without advance notice, and without limitation as to frequency. Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discuss, any document, information or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement (to the extent such binding agreement was not created in contemplation of such Loan Party’s or Subsidiary’s obligations under this Agreement) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided, in each case, that the Borrower shall have notified the Administrative Agent that such document, information or other matter is being withheld on the basis of the foregoing.

SECTION 5.10.    Use of Proceeds. Use the proceeds of (a) the Term Loans to (i) together with cash on hand at the Borrower and its Subsidiaries, fund the Effective Date Distribution and (ii) to the extent not used in connection with the foregoing clause (i), to pay the fees and expenses incurred in connection with the Transactions and for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, including without limitation for the financing of acquisitions and

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Investments, and any other purpose not in contravention of any Law or of any Loan Document, (b) the Revolving Loans to pay the fees and expenses incurred in connection with the Transactions and for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, including without limitation for the financing of acquisitions and Investments, and any other purpose not in contravention of any Law or of any Loan Document and (c) any other Credit Event for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, including without limitation for the financing of acquisitions and Investments, and any other purpose not in contravention of any Law or of any Loan Document.

SECTION 5.11.    Covenant to Guarantee Obligations and Give Security.

(a)    Upon the formation or acquisition by any Loan Party of any new direct or indirect Subsidiary (other than any Excluded Subsidiary), or upon a Subsidiary of any Loan Party ceasing to be an Excluded Subsidiary, as applicable, the Borrower shall, at the Borrower’s expense (in accordance with Section 9.03(a)):

(i)    within 60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) following the creation or acquisition of such Subsidiary or following such Subsidiary ceasing to be an Excluded Subsidiary, as applicable, cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guarantee Agreement and/or such other document as the Administrative Agent shall deem appropriate for such purpose, (b) solely to the extent the Investment Grade Condition is not satisfied on such date, provide the Administrative Agent, for the benefit of the Secured Parties, a Lien on its assets (other than Excluded Assets) to secure the Obligations by executing and delivering to the Administrative Agent a joinder to the Collateral Agreement and/or such other document as the Administrative Agent shall deem appropriate for such purpose and (c) deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and/or (b), as applicable), all in form, content and scope reasonably satisfactory to the Administrative Agent;

(ii)    solely to the extent (x) an Equity Interest Collateral Period is not in effect on such date and (y) the Investment Grade Condition is not satisfied on such date, within 60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) after such formation or acquisition or after such Subsidiary ceases to be an Excluded Subsidiary, as applicable, if requested in writing by the Administrative Agent or if the Administrative Agent is directed in writing by the Required Lenders to request, furnish to the Administrative Agent a description of the owned real property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent;

(iii)    solely to the extent the Investment Grade Condition is not satisfied on such date, within 60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) after such formation or acquisition or after such Subsidiary ceases to be an Excluded Subsidiary, as applicable, cause each direct and indirect parent (to the extent such parent is a Loan Party) of such Subsidiary to pledge its interests in such Subsidiary (to the extent not constituting Excluded Assets) to the Administrative Agent, for the benefit of the Secured Parties, to secure such parent’s Obligations (if it has not already done so)

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and to deliver to the Administrative Agent all certificated Equity Interests (to the extent not constituting Excluded Assets) of such Subsidiary (if any) together with transfer powers in respect thereof endorsed in blank, and cause such Subsidiary:

(A)    to duly execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, any additional collateral and security agreements or supplements thereto, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, to secure payment of all the Obligations of such Subsidiary, and constituting Liens on the personal property (other than Excluded Assets) of such Subsidiary; and

(B)    to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority perfected Liens on properties purported to be subject to the Collateral Documents and other agreements delivered pursuant to this Section 5.11, subject to Permitted Prior Liens; and

(iv)    within 60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) after such formation or acquisition or after such Subsidiary ceases to be an Excluded Subsidiary, as applicable, deliver to the Administrative Agent, upon the request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request.

Notwithstanding any of the foregoing to the contrary, the Collateral shall be subject to the limitations and exclusions set forth in the applicable Collateral Documents.

(b)    Upon the occurrence of a Springing Collateral Date, with respect to any Material Real Estate Assets owned by a Loan Party on the Springing Collateral Date or acquired by a Loan Party thereafter (solely to the extent the Investment Grade Condition is not satisfied on such date and no Equity Interest Collateral Period is in effect on such date), and all Material Real Estate Assets owned by any Subsidiary that becomes a Loan Party pursuant to Section 5.11(a) above on or following the occurrence of a Springing Collateral Date (solely to the extent the Investment Grade Condition is not satisfied on such date and no Equity Interest Collateral Period is in effect on such date), within 90 days (as such time may be extended by the Administrative Agent in its reasonable discretion) (and, in the case of clause (vii) below, within the time period set forth therein) after (i) the Springing Collateral Date, in the case of Material Real Estate Assets owned by the Loan Parties on the Springing Collateral Date and (ii) the date such Material Real Estate Assets is acquired (or such Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary, as applicable) in such other cases, the Borrower shall, or shall cause the applicable Loan Party to, at its expense, provide to the Administrative Agent, or, with respect to clause (vii), as applicable, acknowledge receipt of, as applicable:

(i)    deeds of trust, trust deeds, deeds to secure debt or mortgages made by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties (collectively, with each other mortgage or similar document delivered pursuant to this Section 5.11, the “Mortgages”), each in form and substance reasonably satisfactory to the Administrative Agent and covering the Material Real Estate Assets then owned by the applicable Loan Party, together with any other Material Real Estate Asset acquired by any Loan Party, in each case duly executed by the appropriate Loan Party;

(ii)    a description of the owned property so acquired in detail reasonably satisfactory to the Administrative Agent;

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(iii)    evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein subject to Permitted Prior Liens in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid;

(iv)    fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, subject only to Permitted Prior Liens;

(v)    American Land Title Association/National Society of Professional Surveyors surveys of any Material Real Estate Assets that are reasonably acceptable to Administrative Agent and are of a form, scope and substance sufficient to cause all standard survey exceptions from the corresponding Mortgage Policy to be removed and the survey related endorsements issued, for which all necessary fees (where applicable) have been paid and, in each case, certified to the Administrative Agent, the applicable Loan Party, and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located, or in lieu thereof, an existing survey, together with a no change affidavit sufficient for the title insurance company to remove the standard survey exception from the applicable Mortgaged Policy and issue the survey related endorsements to the applicable Mortgage Policy;

(vi)    without limiting clause (vii) below, evidence of the insurance to the extent required by the terms of the Mortgages;

(vii)    at least 40 days (as such time period may be reduced by the Administrative Agent in its reasonable discretion) prior to the end of the 90 day period referred to in the lead in to this clause (b), the following documents: (A) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination form (a “Flood Determination Form”), (B) if any improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification thereof to the Borrower from Administrative Agent (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable real property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been provided as a separate policy or within the property insurance program for the applicable real property, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”); and

(viii)    such legal opinions and other customary documents (including a certificate from the Borrower certifying that all conditions and requirements in clause (vii) above have been satisfied) as the Administrative Agent may reasonably request with respect to such Mortgage or Mortgaged Property.

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Notwithstanding any of the foregoing to the contrary, but without derogation of the Borrower’s obligation to deliver information as set forth in clause (vii) above or acknowledge receipt of any such information, as applicable, (i) the Collateral shall exclude Excluded Assets and shall be subject to the limitations and exclusions set forth in the applicable Collateral Documents and (ii) the Administrative Agent shall not enter into a Mortgage in respect of any owned Material Real Estate Asset until (a) if such Mortgage relates to a property not located in a flood zone, five Business Days after the Administrative Agent has received and has delivered to the Revolving Lenders a completed Flood Determination Form or (b) if such Mortgage relates to property located in a flood zone, 14 calendar days after the Administrative Agent has received the following documents and has delivered such documents to the Revolving Lenders: (x) a completed Flood Determination Form, (y) if such real property is located in a “special flood hazard area”, (1) a Borrower Notice and (if applicable) notification to the Borrower that flood insurance coverage under the NFIP is not available because the community does not participate in the NFIP and (2) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery) and (z) if flood insurance is required by Flood Laws, Evidence of Flood Insurance.

(c)    Upon the occurrence of the Springing Collateral Date, the Holding Entities and the Borrower shall, and shall cause each of the other Loan Parties to, at the Borrower’s expense (in accordance with Section 9.03(a)), within 60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) following the Springing Collateral Date, (i) execute and deliver any and all further instruments and documents (including any additional collateral and security agreements or any supplements thereto) and take all such other action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as the Administrative Agent may deem reasonably necessary or desirable to grant, perfect, preserve or obtain the benefit of a first priority Lien (subject to Permitted Prior Liens) to secure the Obligations in favor of the Administrative Agent for the benefit of the Secured Parties on any assets of the Loan Parties that constituted “Excluded Assets” solely pursuant to clause (k) of the definition thereof immediately prior to the Springing Collateral Date (including, but not limited to, any actions specified in the foregoing clauses (a) and (b) above, as applicable) and (ii) deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent.

(d)    If any Collateral Reinstatement Date occurs, and any Collateral has been previously released from the Liens created by the Collateral Documents pursuant to Section 9.14(e), then (x) the Holding Entities and the Borrower (on behalf of themselves and each other Loan Party) agree that, notwithstanding any purported termination of the Collateral Documents upon any IG Release Date, to the fullest extent permitted by applicable Law, including the Uniform Commercial Code, any Lien on the assets of the Loan Parties granted and/or perfected under the Collateral Documents shall automatically and without delivery of any instrument or performance of any act by any person, be fully reinstated as if no IG Release Date had previously occurred and (y) notwithstanding any such reinstatement, the Holding Entities and the Borrower shall, and shall cause each of the other Loan Parties to, within 60 days of such Collateral Reinstatement Date (or such later date as the Administrative Agent may reasonably agree):

(i)    execute and deliver to the Administrative Agent a new Collateral Agreement and any other applicable Collateral Documents and any other document as the Administrative Agent acting reasonably shall deem appropriate to grant, a Lien in favor of the Administrative Agent for the benefit of the Secured Parties on each Loan Party’s assets (other than Excluded Assets), and deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent, including, without limitation, favorable

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opinions of counsel to the Loan Parties (which shall cover, among other things, the legality, validity binding effect and enforceability of such documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent;

(ii)    take all such other action (including the filing of Uniform Commercial Code financing statements) as the Administrative Agent may deem reasonably necessary or desirable to grant, perfect, preserve or obtain the benefit of a first priority Lien (subject to Permitted Prior Liens) to secure the Obligations in favor of the Administrative Agent for the benefit of the Secured Parties on the assets of each Loan Party (other than Excluded Assets);

(iii)    deliver to the Administrative Agent the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.01 or discharged on or prior to the Collateral Reinstatement Date;

(iv)    deliver to the Administrative Agent the certificates representing the shares of capital stock or other Equity Interests (in each case, to the extent certificated) required to be pledged by any Loan Party (including the Borrower) pursuant to the Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; and/or

(v)    use commercially reasonable efforts to deliver to the Administrative Agent a copy of, or a certificate as to coverage under, the insurance policies and endorsements required by Section 5.06 and the applicable provisions of the Collateral Documents.

(e)    At any time upon request of the Administrative Agent, the Borrower shall, and shall cause each of its Restricted Subsidiaries that is or becomes a Guarantor to, at the Borrower’s expense (in accordance with Section 9.03(a)), (i) promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements consistent with the terms and provisions of this Agreement.

SECTION 5.12.    Compliance with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits, except where the failure to so comply would not reasonably be likely to have a Material Adverse Effect; and, if ordered to do so by a Governmental Authority or otherwise required pursuant to any Environmental Law, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to address all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however, that none of the Holding Entities, the Borrower nor any of its Restricted Subsidiaries shall be required to undertake any such ordered or required cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.

SECTION 5.13.    Lender Calls. Participate in quarterly conference calls with the Administrative Agent and the Lenders, such calls to be held at such time as may be agreed to by the Borrower and the Administrative Agent within a reasonable period of time following such request, with such calls including members of senior management of the Borrower, to discuss the state of the business of the Holding Entities, the Borrower and its Subsidiaries, including recent performance, operational activities,

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current business and market conditions and material performance changes; provided that, (x) in no event shall more than one such call be required in any fiscal quarter and (y) the requirements set forth in this Section 5.13 may be satisfied with a public earnings call for the applicable period.

SECTION 5.14.    Further Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents or Section 5.11 or 5.15, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so.

SECTION 5.15.    Post-Closing Obligations. Each of the Loan Parties shall satisfy the requirements set forth on Schedule 5.15 on or before the date specified for such requirement in such Schedule or such later date to be determined by the Administrative Agent in its reasonable discretion.

SECTION 5.16.    Designation of Restricted and Unrestricted Subsidiaries.

(a)    The Borrower may designate any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”; provided that, (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.11, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if (x) it is a “Restricted Subsidiary” as defined in or in respect of any Indebtedness in excess of the Threshold Amount or (y) it or any of its Subsidiaries owns, licenses or otherwise holds any legal right to any IP Rights that are material to the operation of the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole (collectively, “Material Intellectual Property”), other than non-exclusive licenses, sublicenses or cross-licenses in the ordinary course of business and which do not materially interfere with the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole. All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation will not be permitted if such Investment would not be permitted under Section 6.02 at that time and if such Restricted Subsidiary does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the board resolution of the Borrower giving effect to such designation and a certificate signed by a Responsible Officer of the Borrower certifying that such designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary” and was permitted by this Section 5.16.

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(b)    If, at any time, any Unrestricted Subsidiary would fail to meet the requirements of clause (iii) of the immediately preceding paragraph or any of those set forth in the definition of “Unrestricted Subsidiary”, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary, and (3) any Investments of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such Indebtedness, Liens or Investments are not permitted to be incurred as of such date under Section 6.03, Section 6.01 or Section 6.02 as applicable, the Borrower shall be in default of such Section 6.03, Section 6.01 or Section 6.02 as applicable.

(c)    The Borrower may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence, on the date of designation, of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness, Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under Section 6.03, such Liens are permitted under Section 6.01 and such Investments are permitted under Section 6.02; (2) no Event of Default shall have occurred and be continuing and (3) immediately before and after giving effect to such designation, the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 6.11.

SECTION 5.17.    Accuracy of Information. The Borrower will ensure that any report, financial statement, certificate or other written information furnished in writing by or on behalf of any Loan Party to the Administrative Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder (in each case, taken as a whole and as modified or supplemented by other information so furnished) contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section; provided that, with respect to projected financial information, the Borrower shall represent only that such information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.

ARTICLE VI

Negative Covenants

From and after the Effective Date until the Termination Date, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly (and, in the case of Section 6.12, each Holding Entity shall not):

SECTION 6.01.    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)    Liens created pursuant to any Loan Document securing the Obligations;

(b)    Liens existing on the Effective Date and, to the extent securing an aggregate amount greater than $1,000,000, as set forth on Schedule 6.01, and any modifications, replacements, refinancings, renewals or extensions thereof; provided that, (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds and products thereof, and (ii) the modification, replacement, refinancing, renewal or extension of the obligations secured or benefited thereby, to the extent constituting Indebtedness, is permitted by Section 6.03(b);

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(c)    Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d)    Liens imposed by applicable Law, such as carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s or other like Liens granted or arising in the ordinary course of business, which secure amounts not overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and either no other action has been taken to enforce such Lien or such Liens are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are (if applicable) maintained on the books of the applicable Person in accordance with GAAP;

(e)    pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f)    deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g)    easements, rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person, and any matters that are disclosed in any Mortgage Policies reasonably acceptable to the Administrative Agent;

(h)    Liens securing judgments for the payment of money not constituting an Event of Default under Section 7.01(h) or securing appeal or other surety bonds related to such judgments;

(i)    (i) Liens securing Indebtedness permitted under Section 6.03(e); provided that (A) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and (B) the Indebtedness secured thereby does not exceed the cost or fair market value of the property, whichever is lower, being acquired on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; and (ii) Liens securing Indebtedness permitted under Section 6.03(t); provided that, (w) such Liens existed on the property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existed on the property or asset of any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition, (x) such Lien is not created in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be and (y) such Lien shall not encumber any other property or assets of the Borrower or any Restricted Subsidiary (other than any Person acquired by the Borrower or any Restricted Subsidiary as a result of a Permitted Acquisition and any Restricted Subsidiary of such acquired Person) as of the date of such Permitted Acquisition;

(j)    (x) precautionary filings in respect of operating leases and (y) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or (ii) secure any Indebtedness;

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(k)    Liens on property of Restricted Subsidiaries that are not Guarantors securing Indebtedness in an aggregate principal amount and other obligations in an amount which does not exceed the greater of $50,000,000 and 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b), in the aggregate;

(l)    Liens (including put and call arrangements) on Equity Interests of any Unrestricted Subsidiary that are Excluded Assets and that secure Indebtedness of such Unrestricted Subsidiary;

(m)    Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection with the importation of goods;

(n)    Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(o)    Liens arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(p)    Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection; (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(q)    deposits made in the ordinary course of business to secure liability to insurance carriers;

(r)    Liens on Cash Collateral granted in favor of any Lenders and/or Issuing Banks created as a result of any requirement or option to Cash Collateralize pursuant to this Agreement;

(s)    Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Indebtedness; (ii) relating to pooled deposit or sweep accounts of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of its Restricted Subsidiaries; or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business;

(t)    (i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies except for such noncompliance that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries;

(u)    Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

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(v)    Liens consisting of licensing or sublicensing agreements for the use of IP Rights entered into in the ordinary course of business;

(w)    [reserved];

(x)    Liens on Collateral securing obligations under the documentation for Indebtedness permitted pursuant to Section 6.03(s); provided that such Liens shall be subject to (i) with respect to Incremental Equivalent Debt incurred by that Borrower that is secured on a junior basis to the Obligations in right of security, a “junior lien” intercreditor agreement reasonably satisfactory to the Administrative Agent and (ii) with respect to Incremental Equivalent Debt incurred by that Borrower that is secured on a pari passu basis with the Term Loans and Revolving Loans in right of security, a “pari passu” intercreditor agreement reasonably satisfactory to the Administrative Agent;

(y)    Liens on Collateral securing obligations under the documentation for Indebtedness permitted pursuant to Section 6.03(h); provided that, (i) such Liens shall be (A) subject to a “junior lien” intercreditor agreement reasonably satisfactory to the Administrative Agent to the extent secured on a junior basis to the Obligations in right of security and (B) subject to a “pari passu” intercreditor agreement reasonably satisfactory to the Administrative Agent to the extent secured on a pari passu basis with the Obligations in right of security and (ii) the aggregate principal amount of such Indebtedness that may be secured on a pari passu basis with the Obligations in right of security pursuant to this clause (y) shall not exceed the greater of (i) $38,750,000 and (y) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);

(z)    Liens on Equity Interests in joint ventures (i) securing obligations of such joint ventures or (ii) pursuant to the relevant joint venture agreement or arrangement;

(aa)    Liens on Receivables Assets arising under Permitted Securitization and Receivables Financings; and

(bb)    Liens on cash collateral securing Indebtedness permitted pursuant to Section 6.03(q)(ii); provided that, the aggregate amount of cash collateral securing such obligations shall not exceed 103% of the aggregate face amount of the letters of credit issued and outstanding at such time pursuant to Section 6.03(q)(ii).

For purposes of determining compliance with this Section 6.01, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens described in Sections 6.01(a) through (bb) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens described in Sections 6.01(a) through (bb), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the categories of such Lien securing such item of Indebtedness permitted in this Section 6.01; provided, however, that, notwithstanding the foregoing, Liens on Collateral securing obligations under the documentation for Indebtedness permitted pursuant to Section 6.03(s) shall at all times be deemed to have been incurred and exist under Section 6.01(x). In addition, with respect to any Lien securing Indebtedness that was permitted to be secured at the time of incurrence thereof, additional Indebtedness resulting solely from the accrual of interest, accretion of accreted value, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, or the amortization of original issue discount, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case with respect to such permitted secured Indebtedness, shall also be permitted to be secured by such Lien.

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Notwithstanding the foregoing, the Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness for borrowed money upon any Subject Asset, whether now owned or hereafter acquired, other than pursuant to the foregoing clauses (a), (b), (i)(i), (l), (r), (x), (y), (aa) and (bb).

SECTION 6.02.    Investments. Make any Investments, except:

(a)    Investments held by the Borrower or such Restricted Subsidiary in the form of cash and Cash Equivalents;

(b)    advances to officers, directors, employees and consultants of the Borrower and Restricted Subsidiaries (i) in an aggregate amount not to exceed $2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; and (ii) in connection with such Person’s purchase of Equity Interests of Parent, provided that, no cash is actually advanced pursuant to this clause (ii) unless immediately repaid;

(c)    Investments (i) existing on the Effective Date in Subsidiaries existing on the Effective Date; provided that in the case of this clause (i), any such Investments in Restricted Subsidiaries that are not Loan Parties in the form of intercompany loans by Loan Parties shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties unless such pledge would, in the good faith judgment of the Borrower in consultation with the Administrative Agent, result in adverse tax consequences to the Borrower and its Restricted Subsidiaries as reasonably determined by Borrower in consultation with the Administrative Agent; (ii) in Loan Parties (other than the Holding Entities) (including those formed or acquired after the Effective Date so long as the Borrower and its Restricted Subsidiaries comply with the applicable provisions of Section 5.11, provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Lien of the Administrative Agent for the benefit of the Secured Parties shall not attach to any such Investment in the form of an intercompany loan and any intercompany note evidencing such loan shall not be required to be delivered to the Administrative Agent if any such note is subsequently reasonably promptly contributed to a Subsidiary that is not a Loan Party pursuant to Section 6.02(c)(iv)); (iii) by Restricted Subsidiaries that are not Loan Parties in Restricted Subsidiaries that are not Loan Parties; (iv) by the Borrower or any other Loan Party in Unrestricted Subsidiaries or in Restricted Subsidiaries that are not Loan Parties; provided that, in the case of this clause (iv), (A) no Event of Default shall have occurred and be continuing, (B) the Borrower and its Restricted Subsidiaries comply with the applicable provisions of Section 5.11, (C) the aggregate amount of all such Investments outstanding at any time (determined without regard to any write-downs or write-offs of such Investments) shall not exceed the sum of (1) the greater (x) of $46,500,000 and (y) 30% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) any Net Equity Proceeds plus (3) an amount not to exceed the Available Amount at the time of the making of such Investment; provided further that, this clause (C) shall not apply to any such Investment in a Restricted Subsidiarity that is not a Loan Party that is in the form of an equity contribution or intercompany loan if, reasonably promptly following receipt of such equity contribution or intercompany loan, the proceeds of such equity contribution or intercompany loan shall be used by such Restricted Subsidiaries that are not Loan Parties (or Restricted Subsidiaries thereof) to consummate a Permitted Acquisition (and any such Investment described in this proviso shall not utilize the basket set forth in this clause (C), but shall, if applicable, utilize the basket set forth in the definition of Permitted Acquisition) and (D) any such Investments in the form of intercompany loans shall be evidenced by notes that have been pledged

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(individually or pursuant to a global note) to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties unless (x) such pledge would result in adverse tax consequences to the Borrower and its Restricted Subsidiaries as reasonably determined by Borrower in consultation with the Administrative Agent or (y) reasonably promptly following the making of such intercompany loan the holder of such note representing such loan contributes such note as an equity contribution to any Restricted Subsidiary that is not a Loan Party that will reasonably promptly following receipt of such equity contribution consummate (or cause one or more of its Restricted Subsidiaries to consummate) a Permitted Acquisition, in which case and in each such case, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the Lien of the Administrative Agent for the benefit of the Secured Parties shall not attach to any such note, and any such note shall not be required to be delivered to the Administrative Agent;

(d)    Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e)    (i) Any Investments by the Borrower or any Guarantor in the form of Permitted Acquisitions and (ii) any Permitted Acquisition by any Restricted Subsidiary that is not a Loan Party (or any Restricted Subsidiary thereof) funded from, reasonably promptly following receipt thereof, the cash proceeds received by such Restricted Subsidiary (or any parent entity(ies) thereof that is also a Restricted Subsidiary and that received such proceeds in accordance with Section 6.02(c)(iv)) from any equity contribution or intercompany loan permitted under Section 6.02(c)(iv);

(f)    Guarantees permitted by Section 6.03;

(g)    to the extent constituting Investments, transactions expressly permitted under Sections 6.04 (other than Section 6.04(c)) and 6.14;

(h)    Investments existing on, or made pursuant to legally binding written commitments in existence on, the Effective Date and, to the extent having an aggregate value greater than $1,000,000, set forth on Schedule 6.02, and any modification, replacement, renewal or extension thereof; provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this Section 6.02;

(i)    promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;

(j)    Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(k)    Investments to the extent that payment for such Investments is made solely by the issuance of Qualified Equity Interests of Parent (or of the Borrower) to the seller of such Investments;

(l)    Restricted Subsidiaries of the Borrower may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements of Section 5.11, if applicable; provided that, in each case, to the extent such new Restricted Subsidiary is created solely for the purpose of consummating a transaction pursuant to an acquisition permitted by this Section 6.02, and such new

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Restricted Subsidiary at no time holds any assets or liabilities other than any merger or acquisition consideration contributed to it contemporaneously with the closing of such transactions, such new Restricted Subsidiary shall not be required to take the actions set forth in Section 5.11, as applicable, until the applicable acquisition is consummated (at which time the surviving entity of the applicable transaction shall be required to so comply in accordance with the provisions thereof);

(m)    Investments (x) in Loan Parties (other than the Holding Entities) and (y) by Restricted Subsidiaries that are not Loan Parties in Restricted Subsidiaries that are not Loan Parties, in each case, consisting of Receivables Assets in connection with Permitted Securitization and Receivables Financings;

(n)    Swap Contracts to the extent permitted pursuant to Section 6.03(d);

(o)    so long as no Event of Default under Section 7.01(a) or (f) has occurred and is continuing or would be caused thereby, other Investments; provided that in no event shall the aggregate amount of Investments made pursuant to this Section 6.02(o) during the term of this Agreement (net of any returns of capital on such Investments) exceed the sum of (1) the greater of (x) $77,500,000 and (y) 50% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) any Net Equity Proceeds plus (3) an amount not to exceed the Available Amount at the time of the making of such Investment;

(p)    so long as Parent or Borrower is Controlled by the Flex Shareholder, Investments consisting of loans to the Flex Shareholder that are made in the ordinary course of business and for a bona fide business purpose; provided that, the aggregate amount of all such Investments outstanding at any time (determined without regard to any write-downs or write-offs of such Investments) shall not exceed $75,000,000;

(q)    Investments consisting of the non-exclusive licensing or sublicensing of IP Rights in the ordinary course of business;

(r)    Investments consisting of the non-exclusive licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons; and

(s)    unlimited Investments shall be permitted so long as (i) no Event of Default under Section 7.01(a) or (f) shall exist before or after giving effect to such Investment and (ii) the pro forma Total Net Leverage Ratio would be less than 3.75:1.00.

Notwithstanding anything to the contrary herein, including the foregoing, neither the Borrower nor any Loan Party shall sell, lease, transfer, convey or otherwise dispose of (including pursuant to an exclusive license) any Material Intellectual Property to any Holding Entity or any Subsidiary of the Borrower (or any Affiliate thereof) that is not a Loan Party (including, for the avoidance of doubt, any Unrestricted Subsidiary), other than non-exclusive licenses, sublicenses or cross-licenses in the ordinary course of business and which do not materially interfere with the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole.

SECTION 6.03.    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)    Indebtedness under the Loan Documents, including, without limitation, Incremental Term Loans and Incremental Revolving Loans;

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(b)    Indebtedness outstanding on the Effective Date and, to the extent constituting an aggregate principal amount greater than $1,000,000, as set forth on Schedule 6.03, and any Permitted Refinancing Indebtedness in respect thereof; provided that, any such Indebtedness (including any Permitted Refinancing Indebtedness in respect thereof), to the extent owed by a Loan Party to a Subsidiary that is not a Loan Party, shall be unsecured and subordinated to the payment of the Obligations in a manner reasonably satisfactory to the Administrative Agent;

(c)    (i) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor (other than any Holding Entity); (ii) Guarantees by any Restricted Subsidiary that is not a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Restricted Subsidiary; and (iii) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of Restricted Subsidiaries that are not Loan Parties to the extent such Guarantee constitutes an Investment permitted by Sections 6.02(c)(i) or 6.02(o);

(d)    obligations (contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or hereafter arising under any Swap Contract; provided that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (other than pursuant to customary netting or set-off provisions);

(e)    Indebtedness of the Borrower or any Restricted Subsidiary in respect of Capital Leases and purchase money obligations for fixed or capital assets, which may be secured by Liens under and within the applicable limitations set forth in Section 6.01(i); provided that, the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (e) shall not exceed the greater of (x) $23,250,000 and (y) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);

(f)    Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary to the extent constituting an Investment permitted by Section 6.02(c); provided that, such Indebtedness, to the extent owed by a Loan Party to a Restricted Subsidiary that is not a Loan Party, shall be subordinated to the payment of the Obligations in a manner reasonably satisfactory to the Administrative Agent;

(g)    Indebtedness pursuant to Permitted Securitization and Receivables Financings; provided that the aggregate principal amount of Indebtedness outstanding in respect of all such Permitted Securitization and Receivables Financings that are recourse to any Loan Party or its Restricted Subsidiaries or to any assets of any Loan Party or its Restricted Subsidiary other than Receivables Assets shall not exceed the greater of (x) $15,500,000 and (y) 10% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);

(h)    (1) Indebtedness issued by the Borrower and its Restricted Subsidiaries, including Disqualified Equity Interests (such Indebtedness, “Ratio Debt”); provided that (i) (A) in the case of Ratio Debt incurred by any Loan Party, such Ratio Deb shall rank on a pari passu basis with, or on a junior basis

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to, the Obligations in right of payment and (B) to the extent secured, shall be secured on a pari passu basis with, or on a junior basis to, the Obligations in right of security, (ii) (A) in the case of Ratio Debt that is secured on a pari passu basis with the Obligations in right of security, the pro forma Secured Net Leverage Ratio would be less than 3.00:1.00 and (B) in the case of Ratio Debt that is secured on a junior basis to the Obligations in right of security or is unsecured, the pro forma Total Net Leverage Ratio would be less than the then applicable Maximum Total Net Leverage Ratio, (iii) except with respect to such Indebtedness in an aggregate amount not to exceed the greater of (x) $116,250,000 and (y) 75% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b), the stated maturity of such Indebtedness is not less than 91 days following the Latest Maturity Date at the time of incurrence of such Indebtedness and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans and (iv) at the time of incurrence of such Indebtedness, there shall be no Event of Default and (2) Permitted Refinancing Indebtedness in respect of any Indebtedness incurred under the foregoing clause (1); provided that, the aggregate amount of all Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties at any one time outstanding pursuant to this clause (h) shall not exceed the greater of (i) $23,250,000 and (ii) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);

(i)    other Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $38,750,000 and (y) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);

(j)    Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of Guarantees to customers with respect to customer advanced deposits;

(k)    Indebtedness of the Borrower or any of its Restricted Subsidiaries consisting of obligations to pay insurance premiums or take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business;

(l)    Indebtedness consisting of obligations of the Borrower or its Restricted Subsidiaries under deferred consideration or other similar arrangements (including earn-outs, indemnifications, incentive non-competes and other contingent obligations and agreements consisting of the adjustment of purchase price or similar adjustments) incurred by such Person in connection with any Permitted Acquisition or Disposition permitted by Section 6.05 or any other Investment permitted under Section 6.02; provided that the aggregate outstanding principal amount of all such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall not exceed the greater of (i) $23,250,000 and (ii) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b).

(m)    Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries in respect of bank guarantees, warehouse receipts or similar instruments (other than letters of credit) issued or created in the ordinary course of business consistent with past practice, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement type obligations (other than obligations in respect of letters of credit) regarding workers compensation claims;

(n)    obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries;

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(o)    Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that, such Indebtedness is extinguished within five Business Days of incurrence;

(p)    Indebtedness in respect of overdraft facilities, automatic clearinghouse arrangements, employee credit card programs, corporate cards and purchasing cards, and other business cash management arrangements in the ordinary course of business, including Indebtedness arising under or in connection with any Cash Management Agreement with a Cash Management Bank;

(q)    (i) Indebtedness incurred under commercial letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries in the ordinary course of business (and not for the purpose of, directly or indirectly, incurring Indebtedness or providing credit support or a similar arrangement in respect of Indebtedness) or Indebtedness of the Borrower or any of its Restricted Subsidiaries under letters of credit and bank guarantees backstopped by Letters of Credit issued under this Agreement and (ii) Indebtedness of the Borrower or any of its Restricted Subsidiaries under letters of credit and bank guarantees issued in the ordinary course of business (and not for the purpose of, directly or indirectly, incurring debt for borrowed money or providing credit support or a similar arrangement in respect of debt for borrowed money) (x) in an unlimited amount to the extent any such letter of credit or bank guarantee is in a currency other than Dollars or Euros or (y) in an amount not to exceed the greater of (1) $155,000,000 and (2) 100% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) for all such other letters of credit or bank guarantees that are not otherwise permitted by this Section 6.03; provided that, in the case of the foregoing clause (ii), to the extent any such Indebtedness is secured, it shall only be secured by Liens permitted pursuant to Section 6.01(bb);

(r)    Indebtedness representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(s)    (1) secured or unsecured debt incurred or issued by the Borrower in respect of one of more series of notes or term loans (such debt, “Incremental Equivalent Debt”) in an amount not to exceed in the aggregate the Incremental Available Amount; provided that, (i) no Event of Default shall exist before or after giving effect to the incurrence of such Incremental Equivalent Debt; (ii) such Incremental Equivalent Debt (x) shall rank (1) pari passu with or junior to with the Term Loans and Revolving Loans in right of payment and (2) pari passu to or junior with the Term Loans and Revolving Loans in respect of security, or be unsecured, and (y) shall not be (1) Guaranteed by any Person that is not a Guarantor or (2) if secured, secured at any time by any assets other than the Collateral securing the Term Facility and the Revolving Facility at such time; (iii) [reserved], (iv) subject to the limitations in clause (v) and (vi) below, the terms of such Incremental Equivalent Debt shall not be materially more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those set forth in this Agreement at the time of incurrence of such Incremental Equivalent Debt unless (x) such terms apply only after the Latest Maturity Date at the time such Incremental Equivalent Debt is established or (y) this Agreement is amended so that such terms are also applicable for the benefit of any Lenders under any then-existing Facilities, (v) the Weighted Average Life to Maturity of such Incremental Equivalent Debt shall be no shorter than the remaining Weighted Average Life to Maturity of any then-existing tranche of Term Loans; (vi) the stated maturity of such Incremental Equivalent Debt shall be no shorter than the Latest Maturity Date at the time of incurrence of such Incremental Equivalent Debt; and (vii) if such debt is secured, then the collateral agent, trustee or other representative acting on behalf of the holders of such Incremental Equivalent Debt shall have executed and delivered an intercreditor agreement reasonably satisfactory to the Administrative Agent and (2) Permitted Refinancing Indebtedness in respect thereof (provided that any such Permitted Refinancing Indebtedness incurred in reliance on clause (a) of the definition of Incremental Available Amount shall be deemed to be a utilization of such clause (a) for purposes hereof);

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(t)    (x) Indebtedness assumed in connection with a Permitted Acquisition so long as (i) such Indebtedness existed prior to the consummation of such Permitted Acquisition, (ii) such Indebtedness is not created in contemplation of such Permitted Acquisition, (iii) such Indebtedness is solely the obligation of such Person, and not of the Borrower or any other Restricted Subsidiary (other than any Person acquired by the Borrower or any Restricted Subsidiary as a result of such Permitted Acquisition and any Restricted Subsidiary of such acquired Person as of the date of such Permitted Acquisition) and (iv) the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.11 and (y) Permitted Refinancing Indebtedness in respect of any Indebtedness assumed under the foregoing clause (x); and

(u)    so long as Parent or Borrower is Controlled by the Flex Shareholder, unsecured Indebtedness of the Borrower or any Restricted Subsidiary in favor of any Flex Shareholder that is made in the ordinary course of business and for a bona fide business purpose; provided that, the aggregate outstanding principal amount of all such Indebtedness, when taken together with any outstanding Indebtedness of the Borrower or any Restricted Subsidiary in favor of any Flex Shareholder permitted under Section 6.03(b), shall not exceed $75,000,000.

Further, for purposes of determining compliance with this Section 6.03, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in Sections 6.03(a) through (u) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness described in Sections 6.03(a) through (u), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.03 and will only be required to include the amount and type of such item of Indebtedness (or any portion thereof) in one of the categories of Indebtedness permitted in this Section 6.03; provided that, notwithstanding the foregoing, (i) all Indebtedness outstanding on the Effective Date (other than Obligations or Indebtedness constituting an aggregate principal amount of $1,000,000 or less) and set forth on Schedule 6.03 shall at all times be deemed to have been incurred and to exist pursuant to Section 6.03(b), (ii) all obligations under Swap Contracts shall at all times be deemed to have been incurred and to exist pursuant to Section 6.03(d) and (iii) all Incremental Equivalent Debt shall at all times be deemed to have been incurred and to exist pursuant to Section 6.03(s).

SECTION 6.04.    Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

(a)    any Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person and (ii) any Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person, (B) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted Subsidiary shall be the continuing or surviving Person, (C) when any Guarantor is merging with another Subsidiary, the continuing or surviving Person shall be a Guarantor and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05 (and must be permitted by any clause thereof other than Section 6.05(g));

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(b)    a merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g))

(c)    the Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02(k) or (o); provided that, (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; and

(d)    any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) (i) to the Borrower or to a Guarantor (other than any Holding Entity); or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided in each case that (A) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary, (B) if the transferor in such a transaction is a wholly-owned Restricted Subsidiary, then the transferee must either be the Borrower or a wholly-owned Restricted Subsidiary and (C) to the extent that the transferee is not the Borrower or a wholly-owned Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be permitted under this Section 6.04 so long as it is permitted by any clause of Section 6.05 other than Section 6.05(g);

Notwithstanding anything to the contrary herein, including the foregoing, neither the Borrower nor any Loan Party shall sell, lease, transfer, convey or otherwise dispose of (including pursuant to an exclusive license) any Material Intellectual Property to any Holding Entity or any Subsidiary of the Borrower (or any Affiliate thereof) that is not a Loan Party (including, for the avoidance of doubt, any Unrestricted Subsidiary), other than non-exclusive licenses, sublicenses or cross-licenses in the ordinary course of business and which do not materially interfere with the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole.

SECTION 6.05.    Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries (including, in Borrower’s reasonable business judgment, allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned);

(b)    Dispositions of inventory in the ordinary course of business;

(c)    Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d)    Dispositions of property by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Borrower or to a Restricted Subsidiary; provided that if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Borrower or a Guarantor or such Disposition must otherwise constitute an Investment permitted by Section 6.02;

(e)    Dispositions of accounts receivable for purposes of collection;

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(f)    Dispositions of investment securities and Cash Equivalents in the ordinary course of business;

(g)    (A) Dispositions permitted by Section 6.04 (other than Section 6.04(a)(ii)(D), Section 6.04(b) or Section 6.04(d)(ii)(C)); (B) Dispositions that constitute Investments permitted by Section 6.02 (other than Section 6.02(g)); and (C) Dispositions that constitute Restricted Payments permitted by Section 6.06;

(h)    Dispositions consisting of licenses or sublicenses of IP Rights in the ordinary course of business;

(i)    (i) Dispositions of property subject to or resulting from casualty losses and (ii) transfers of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;

(j)    Dispositions by the Borrower and its Restricted Subsidiaries of property not otherwise permitted under this Section 6.05; provided that (i) at the time of such Disposition and after giving effect thereto, no Event of Default shall exist or would result from such Disposition, (ii) the consideration received for such property shall be in an amount at least equal to the fair market value thereof and (iii) no less than 75% of such consideration shall have been paid in cash or Cash Equivalents; provided, however, that for the purposes of clause (iii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or the applicable Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing and (B) any securities received by the Borrower or the applicable Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition;

(k)    Dispositions by the Borrower and its Restricted Subsidiaries of property acquired after the Effective Date in Permitted Acquisitions; provided that (i) the Borrower disposes of any such assets within 180 days following the closing of such Permitted Acquisition and (ii) the fair market value of the assets to be divested in connection with any Permitted Acquisition does not exceed an amount equal to 35% of the total cash and non-cash consideration for such Permitted Acquisition;

(l)    leases, licenses, easements, subleases or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect with the business of the Borrower or any Restricted Subsidiary;

(m)    Dispositions by the Borrower or any Restricted Subsidiary of Receivables Assets to a Receivables Financier under Permitted Securitization and Receivables Financings;

(n)    Dispositions of Investments in joint ventures to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in joint venture agreements and similar binding arrangements;

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(o)    Dispositions of Equity Interests of, or sale of Indebtedness or other securities of, Unrestricted Subsidiaries, other than Unrestricted Subsidiaries, substantially all the assets of which are cash and/or Cash Equivalents or proceeds thereof; and

(p)    Dispositions of letters of credit or bank guarantees (or the rights thereunder) consisting of the cancellation thereof in the ordinary course of business in exchange for cash or Cash Equivalents.

Notwithstanding anything to the contrary herein, including the foregoing, neither the Borrower nor any Loan Party shall sell, lease, transfer, convey or otherwise dispose of (including pursuant to an exclusive license) any Material Intellectual Property to any Holding Entity or any Subsidiary of the Borrower (or any Affiliate thereof) that is not a Loan Party (including, for the avoidance of doubt, any Unrestricted Subsidiary), other than non-exclusive licenses, sublicenses or cross-licenses in the ordinary course of business and which do not materially interfere with the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole.

SECTION 6.06.    Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)    each Restricted Subsidiary may make Restricted Payments to the Borrower, the Guarantors (other than any Holding Entity) and any other Person (including any other Restricted Subsidiary) that owns an Equity Interest in such Restricted Subsidiary ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b)    the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in Qualified Equity Interests of such Person, in the case of a Restricted Subsidiary, ratably to each Person that owns an Equity Interest in such Restricted Subsidiary of the class of Equity Interest in respect of which the Restricted Payment is being made;

(c)    the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it (in the case of a Restricted Subsidiary, ratably from each Person that owns the class of Equity Interest being repurchased, redeemed or acquired) with the proceeds received from the substantially concurrent issue (in the case of a Restricted Subsidiary, ratably to each Person that owns an Equity Interest in such Restricted Subsidiary) of new shares of its Qualified Equity Interests;

(d)    the Borrower and each Restricted Subsidiary may make Restricted Payments pursuant to and in accordance with their stock option, stock purchase and other benefit plans of general application to management, directors or other employees of the Borrower and its Restricted Subsidiaries, as adopted or implemented in the ordinary course of business;

(e)    so long as no Event of Default shall have occurred and be continuing at the time of any action described in this clause (e) or would result therefrom, the Borrower may (i) declare and make cash dividends to its equity holders in respect of Qualified Equity Interests and (ii) purchase, redeem or otherwise acquire for cash Qualified Equity Interests issued by it in an aggregate amount with respect to clauses (i) and (ii) collectively from and after the Effective Date not to exceed the sum of (1) the greater of $38,750,000 and 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) any Net Equity Proceeds plus (3) so long as the pro forma Total Net Leverage Ratio would be less than 3.50:1.00, an amount not to exceed the Available Amount at the time of the making of such dividend, purchase, redemption or acquisition; provided that, in the case of each of clauses (i) and (ii) above, the Borrower is in pro forma compliance with the financial covenant set forth in Section 6.11;

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(f)    the Borrower may make the Effective Date Distribution;

(g)    Investments pursuant to Section 6.02(c) shall be permitted;

(h)    non-cash repurchases of Equity Interests of the Borrower deemed to occur (i) upon the non-cash exercise of stock options and warrants or similar equity incentive awards, and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award shall be permitted;

(i)    the Borrower or any of its Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion;

(j)    the payment of dividends and distributions within forty five (45) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.06 shall be permitted;

(k)    the purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders of common stock of the Borrower pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics shall be permitted; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by a Responsible Officer that is a senior financial officer of the Borrower);

(l)    the Borrower and each Restricted Subsidiary may make Restricted Payments to the Holding Entities, the proceeds of which shall be used by the Holding Entities to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) (i) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus customary salary, bonus, severance and other benefits or claims payable to, and indemnities provided on behalf of, current or former directors, officers, managers, employees or consultants (or, solely with respect to benefits, any family member thereof) of any such parent company, to the extent such salary, bonuses, severance and other benefits, claims or indemnities in respect of any of the foregoing are directly attributable and reasonably allocated to the ownership or operations of the Borrower and its Restricted Subsidiaries and (ii) insurance premiums to the extent relating to the ownership or operations of the Borrower and its Restricted Subsidiaries;

(m)    the Borrower and each Restricted Subsidiary may make (i) Tax Distributions (without duplication for any payments made pursuant to Section 6.06(n) herein) and (ii) Restricted Payments, the proceeds of which shall be used to pay franchise Taxes and other fees, similar Taxes and expenses of any Loan Party or the Holding Entities required to maintain the corporate existence or privilege of doing business of such Person;

(n)    the Borrower and each Restricted Subsidiary may make payments pursuant to the Tax Receivable Agreement (as in effect on the date hereof and as the same may be amended from time to time solely to the extent any such amendment is not, individually or together with any other amendments thereto on or after the Effective Date, adverse to the Lenders in any material respect); and

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(o)    unlimited Restricted Payments shall be permitted so long as (i) no Event of Default shall exist before or after giving effect to such Restricted Payment and (ii) the pro forma Total Net Leverage Ratio would be less than 3.25:1.00.

Notwithstanding anything to the contrary herein, including the foregoing, neither the Borrower nor any Loan Party shall sell, lease, transfer, convey or otherwise dispose of (including pursuant to an exclusive license) any Material Intellectual Property to any Holding Entity or any Subsidiary of the Borrower (or any Affiliate thereof) that is not a Loan Party (including, for the avoidance of doubt, any Unrestricted Subsidiary), other than non-exclusive licenses, sublicenses or cross-licenses in the ordinary course of business and which do not materially interfere with the business of the Holding Entities, the Borrower and its Restricted Subsidiaries, taken as a whole.

SECTION 6.07.    Change in Nature of Business. Engage in any material line of business substantially different from the Permitted Business.

SECTION 6.08.    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, in each case, with a fair market value in excess of (x) $23,250,000 and (y) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b), provided that the foregoing restriction shall not apply to:

(a)    transactions on fair and reasonable terms not materially less favorable to the Borrower or such Restricted Subsidiary than would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate;

(b)    transactions between or among Loan Parties and their Restricted Subsidiaries which are not otherwise prohibited hereunder;

(c)    the payment of reasonable fees, expenses and compensation (including equity compensation) to and insurance provided on behalf of current, former and future officers and directors of the Borrower or any of its Restricted Subsidiaries and indemnification agreements entered into by the Borrower or any of its Restricted Subsidiaries;

(d)    employment and severance arrangements between the Borrower or any of its Restricted Subsidiaries and their respective current, former and future officers and employees and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(e)    transactions pursuant to agreements in existence on the Effective Date and set forth on Schedule 6.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect;

(f)    Restricted Payments made pursuant to Section 6.06, Investments made pursuant to Section 6.02(p) and Indebtedness pursuant to Section 6.03(u);

(g)    transactions between or among Loan Parties and Restricted Subsidiaries who are not Loan Parties; provided any such transaction does not adversely impact the Collateral securing the Obligations or the guarantees of the Obligations, impair the rights of or benefits or remedies available to the Secured Parties under any Loan Document or result in (and are not reasonably expected to result in) a Material Adverse Effect; provided that, during the continuance of an Event of Default, any amounts payable by a Loan Party to a Restricted Subsidiary that is not a Loan Party in connection with any such transactions shall be subordinated to the payment of the Obligations;

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(h)    the pledge of Equity Interests of Unrestricted Subsidiaries; and

(i)    the Transactions.

SECTION 6.09.    Restrictive Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower hereunder or (iii) of the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the Obligations; provided that, clauses (i) and (iii) shall not prohibit any negative pledge or similar provision, or restriction on transfer of property, incurred or provided in favor of any holder of Indebtedness permitted under Section 6.03(e) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or any other property securing any other Indebtedness permitted under Section 6.03(e); or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the foregoing, this Section 6.09 will not restrict or prohibit:

(A)    to the extent constituting a limitation described in Section 6.09(a)(i), restrictions imposed pursuant to an agreement that has been entered into in connection with a transaction permitted pursuant to Section 6.05 with respect to the property that is subject to that transaction;

(B)    restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.03(b), (e) (to the extent secured under Section 6.01(i)(i)), (h) (to the extent secured under Section 6.01(y)) or (s) (to the extent secured under Section 6.01(x)), in each case in respect of the limitation described in Section 6.09(a)(iii), to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(C)    provisions restricting subletting or assignment of Contractual Obligations;

(D)    to the extent constituting a limitation described in Section 6.09(a)(i), restrictions contained in Indebtedness permitted under Section 6.03(h) or (i) so long as, in each case, such restrictions are no more restrictive, taken as a whole, to the Borrower and its Restricted Subsidiaries than the restrictions or covenants contained in this Agreement;

(E)    to the extent constituting a limitation described in Section 6.09(a)(i), provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business;

(F)    to the extent constituting a limitation described in Section 6.09(a)(i), restrictions on cash or other deposits or net worth imposed by customers on the Borrower and its Restricted Subsidiaries under contracts entered into in the ordinary course of business;

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(G)    to the extent constituting a limitation described in Section 6.09(a)(i), encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Borrower or any of its Restricted Subsidiaries in any manner material to the Borrower or any of its Restricted Subsidiaries; or

(H)    to the extent constituting a limitation described in Section 6.09(a)(i), encumbrances or restrictions existing under, by reason of or with respect to customary provisions contained in leases or non-exclusive licenses of IP Rights and other agreements, in each case, entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business.

SECTION 6.10.    Use of Proceeds. Request any Credit Event, use, or allow any of its Restricted Subsidiaries to use, the proceeds of any Credit Event, directly or, to the knowledge of the Borrower, indirectly (a) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money, or anything else of value in violation of Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of, or with, any Sanctioned Person or in any Sanctioned Country or in any other manner that would result in a violation of Sanctions by any the Borrower or any of its Restricted Subsidiaries, or (c) to purchase or carry margin stock (within the meaning of Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

SECTION 6.11.    Maximum Total Net Leverage Ratio. Commencing with the fiscal quarter ending [March 31, 2023], permit the Total Net Leverage Ratio as of the last day of any four fiscal quarter period of the Borrower to be greater than (i) with respect to any Measurement Period prior to December 31, 2023, 4.50:1.00, (ii) with respect to any Measurement Period ending on or after December 31, 2023, and prior to June 30, 2024, 4.25:1.00 and (iii) with respect to any Measurement Period ending on or after June 30, 2024, 4.00:1.00 (the “Maximum Total Net Leverage Ratio”). Notwithstanding the foregoing, (i) at the election of the Borrower (the notice of which election shall be given to the Administrative Agent within thirty (30) days after consummating the relevant Qualified Acquisition (any such election, a “Qualified Acquisition Election”)), the Maximum Total Net Leverage Ratio set forth above shall be increased by 0.50:1.00 in connection with a Qualified Acquisition for four (4) consecutive fiscal quarters (and no other fiscal quarters), starting with the fiscal quarter in which such Qualified Acquisition is consummated (such period, a “Leverage Increase Period”), (ii) the Borrower may make a Qualified Acquisition Election no more than three times during the life of this Agreement and (iii) if the Borrower makes a Qualified Acquisition Election, then the next Qualified Acquisition Election may not occur until the Total Net Leverage Ratio has been at or below the then applicable Maximum Total Net Leverage Ratio (without giving effect to any Qualified Acquisition Election) for at least two (2) fiscal quarters subsequent to the prior Leverage Increase Period.

SECTION 6.12.    Holding Entity Covenants.

(a)    Parent will not conduct, transact or otherwise engage in any business or operations, incur or suffer to exist Indebtedness or Liens, own or acquire any material assets, dispose of any assets or incur any liabilities (other than liabilities permitted under this Section 6.12(a), liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement), other than (i) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (ii) the direct ownership and/or acquisition of Equity

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Interests (other than Disqualified Equity Interests) of the Borrower and the TPG Blockers, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries, (iv) the performance of its obligations under this Agreement and the other Loan Documents, (v) the incurrence or existence of Liens in favor of any Loan Party or any non-consensual Liens not securing debt for borrowed money that would constitute Permitted Prior Liens hereunder if incurred by the Borrower, (vi) making Investments in the Borrower and its Restricted Subsidiaries, including any such Investments in existence on the Effective Date, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) any public offering of its common stock or any other issuance or registration of its Equity Interests for sale or resale permitted by this Article VI, (ix) activities necessary or reasonably advisable for or incidental to the listing of Parent’s common stock and the continued existence of Parent as a public company, (x) making dividends or other distributions (other than distributions of Equity Interests of the Borrower) to the holders of Parent’s common stock or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 6.06 pending application thereof by Parent, (xi) consummating the Transactions and entering into, and performing under, the Tax Receivable Agreement and each other agreement set forth on Schedule 6.08 to which Parent is a party (in each case, as in effect on the date hereof and as the same may be amended from time to time solely to the extent any such amendment is not, individually or together with any other amendments thereto on or after the Effective Date, adverse to the Lenders in any material respect)) and (xii) activities incidental to the businesses or activities described in clauses (i) to (xi) of this paragraph.

(b)    Each TPG Blocker will not conduct, transact or otherwise engage in any business or operations, incur or suffer to exist Indebtedness or Liens, own or acquire any material assets, dispose of any assets or incur any liabilities (other than liabilities permitted under this Section 6.12(b), liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and business and activities permitted by this Agreement) or merge with or into any other Person, other than (i) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (ii) the direct ownership and/or acquisition of Equity Interests (other than Disqualified Equity Interests) of the Borrower, (iii) participating in tax, accounting and other administrative matters as a member of the consolidated group of Parent and its Subsidiaries, (iv) the performance of its obligations under this Agreement and the other Loan Documents, (v) the incurrence or existence of Liens in favor of any Loan Party or any non-consensual Liens not securing debt for borrowed money that would constitute Permitted Prior Liens hereunder if incurred by the Borrower, (vi) making Investments in the Borrower and its Restricted Subsidiaries, including any such Investments in existence on the Effective Date, (vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, (viii) making dividends or other distributions (other than distributions of Equity Interests of the Borrower) to Parent or holding any cash received in connection with Restricted Payments made by the Borrower in accordance with Section 6.06 pending application thereof by such TPG Blocker, (ix) consummating the Transactions and entering into, and performing under any agreement set forth on Schedule 6.08 to which such TPG Blocker is a party (in each case, as in effect on the date hereof and as the same may be amended from time to time solely to the extent any such amendment is not, individually or together with any other amendments thereto on or after the Effective Date, adverse to the Lenders in any material respect)) and (x) activities incidental to the businesses or activities described in clauses (i) to (ix) of this paragraph; provided that, notwithstanding anything to the contrary herein, it is understood and agreed that any TPG Blocker may (i) dissolve so long as all or substantially all of its assets are transferred to another Holding Entity or (ii) merge with and into Parent or another Holding Entity so long as, in the case of a merger with Parent, Parent is the surviving Person.

SECTION 6.13.    Fiscal Year. Make any change in its (a) accounting policies or financial reporting practices, except as required by GAAP, or (b) Fiscal Year.

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SECTION 6.14.    Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness that is (x) subordinated in right of payment to the Obligations or (y) secured on a junior lien basis to the Liens securing the Obligations (collectively, the “Junior Indebtedness”), except for (a) the refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by Section 6.03, (b) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) so long as no Event of Default shall exist before or after giving effect thereto, prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not to exceed the sum of (1) the greater of $23,250,000 and 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) any Net Equity Proceeds plus (3) so long as the pro forma Total Net Leverage Ratio would be less than 3.50:1.00, an amount not to exceed the Available Amount at the time of the making of such prepayment, redemption, purchase or other payment, (d) unlimited prepayments, redemptions, purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall be permitted so long as (i) no Event of Default shall exist before or after giving effect to such prepayment, redemption, purchase or other payment and (ii) the pro forma Total Net Leverage Ratio would be less than 3.25:1.00, and (e) payments of regularly scheduled interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness (or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable thereto, if any.

SECTION 6.15.    Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction in which any Loan Party is the seller or the lessee unless the disposition of assets is permitted under Section 6.05 and the incurrence of indebtedness is permitted by Section 6.03.

SECTION 6.16.    Amendments to Indebtedness. Amend, modify, or change in any manner any term or condition of any Junior Indebtedness, in each case, in a manner materially adverse to the Lenders or that would effect a prepayment, redemption or repurchase or a Restricted Payment not otherwise permitted under Section 6.06 or Section 6.14, as applicable.

ARTICLE VII

Events of Default

SECTION 7.01.    Events of Default. Each of the following shall constitute an Event of Default (each, an “Event of Default”):

(a)    Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or (ii) within five Business Days after the same becomes due, any interest on any Loan or LC Disbursement or any fee or any other amount payable (other than an amount referred to in the foregoing clause (i)) hereunder or under any other Loan Document; or

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(b)    Specific Covenants. Any Holding Entity or the Borrower fails to perform or observe any term, covenant or agreement contained in any of (i) Sections 5.03(a), 5.04 (with respect to the Borrower’s existence), 5.10 or Article 6 or (ii) Section 5.01 and, in the case of this clause (ii), such failure continues for five days after the Administrative Agent provides written notice to the Borrower of such failure; or

(c)    Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the Administrative Agent provides written notice to the Borrower of such failure; or

(d)    Representation and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect in any material respect (or if qualified by materiality or Material Adverse Effect, in any respect) when made or deemed made; or

(e)    Cross-Default. (i) Any Holding Entity, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness under the Loan Documents and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case after any applicable grace, cure or notice period, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (provided that this clause (B) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited under this Agreement); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined, or as such comparable term may be used and defined, in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which any Holding Entity, the Borrower or any Restricted Subsidiary is the Defaulting Party (as defined, or as such comparable term may be used and defined, in such Swap Contract) or (B) any Termination Event (as defined, or as such comparable term may be used and defined, in such Swap Contract) under any Swap Contract as to which any Holding Entity, the Borrower or any Restricted Subsidiary is an Affected Party (as defined, or as such comparable term may be used and defined, in such Swap Contract) and, in either event, the aggregate Swap Termination Value of all such Swap Contracts owed by such Holding Entity, the Borrower or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; provided that, a default under clause (i) of this Section 7.01(e) shall only be continuing to the extent any such breach or default remains unremedied and is not validly waived by the required holders of such Indebtedness in accordance with the terms of the documents governing such Indebtedness prior to any termination of the Revolving Commitments and/or acceleration of the Loans or exercise by the Administrative Agent of any other remedies pursuant to Section 7.02; or

(f)    Insolvency Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the

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appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g)    Inability to Pay Debts; Attachment. (i) Any Holding Entity, the Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) admits in writing its inability to generally pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(h)    Judgments. There is entered against any Holding Entity, the Borrower or any Restricted Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which such judgment has not be discharged or a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)    ERISA. (i) An ERISA Event occurs that alone or together with any other ERISA Events that have occurred would reasonably be expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan that would result in liability to such Loan Party or ERISA Affiliate in an aggregate amount in excess of the Threshold Amount; or

(j)    Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder including the release or termination thereof by the Administrative Agent or the Required Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any material provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any material provision of any Loan Document; or

(k)    Change of Control. There occurs any Change of Control; or

(l)    Collateral Documents. (i) Any Collateral Document after delivery thereof pursuant to Article 4 or Section 5.11 shall for any reason (other than pursuant to the terms hereof) cease to create a valid and perfected first priority Lien (subject to Permitted Prior Liens and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties reasonably acceptable to the Administrative Agent) on the Collateral purported to be covered thereby or (ii) any Lien created or purported to be created by the Collateral Documents shall cease to have the lien priority established or purported to be established by any applicable intercreditor agreement (other than in accordance with its terms), except to the extent as a result of (x) the Administrative Agent’s failure to maintain possession of any stock certificates actually received by it representing Equity Interests pledged under the Collateral Documents or (B) a UCC financing statement having lapsed because a UCC continuation statement was not filed in a timely manner.

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SECTION 7.02.    Remedies Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 7.01(f)), and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the same or different times:

(a)    terminate the Commitments, and thereupon the Commitments shall terminate immediately;

(b)    declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the other Loan Parties;

(c)    require that the Borrower provide cash collateral as required in Section 2.06(j); and

(d)    exercise on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law.

If an Event of Default described in Section 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and the Holding Entities.

In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived by the Holding Entities and the Borrower, in each case, on behalf of itself and its Subsidiaries), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Holding Entities and the Borrower, in each case, on behalf of itself and its Subsidiaries. Each of the Holding Entities and the Borrower further agrees, in each case, on behalf of itself and its Subsidiaries, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the

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Administrative Agent shall reasonably select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, each Holding Entity and the Borrower, in each case, on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

SECTION 7.03.    Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:

(a)    all payments received on account of the Obligations shall, subject to Section 2.21 and any intercreditor agreement permitted hereunder and then in effect, be applied by the Administrative Agent as follows:

(i)    first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such);

(ii)    second, to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders, the Issuing Banks and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;

(iii)    third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iii) payable to them;

(iv)    fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements, (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending

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drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Secured Cash Management Obligations and Secured Hedging Obligations, in each case, ratably among the Lenders and the Issuing Banks and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable to them;

(v)    fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders, the Issuing Banks and the other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(vi)    finally, the balance, if any, after all Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations not yet due and payable and Unliquidated Obligations for which no claim has been made) have been paid in full in cash, to the Borrower or as otherwise required by law; and

(b)    if any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE VIII

The Administrative Agent

SECTION 8.01.    Authorization and Action.

(a)    Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Further, each of the Lenders and the Issuing Banks, on behalf of itself and any of its Affiliates that are Secured Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute and deliver the Collateral Documents and the Guarantee Agreement and all related documents or instruments as shall be necessary or appropriate to effect the purposes of the Collateral Documents and the Guarantee Agreement. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b)    As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender

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and each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may affect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Holding Entity, the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)    In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)    the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, any Issuing Bank or any other Secured Party other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby;

(ii)    where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America, or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; and

(iii)    nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account.

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(d)    The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)    None of any Co-Documentation Agent or any Arrangers shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f)    In case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and

(ii)    to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender, each Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Banks or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuing Bank in any such proceeding.

(g)    [reserved.]

(h)    The provisions of this Article VIII are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article VIII, none of the Holding Entities, the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article VIII.

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SECTION 8.02.    Administrative Agent’s Reliance, Limitation of Liability, Etc.

(a)    Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)    The Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or described in Section 5.03 unless and until written notice thereof stating that it is a “notice under Section 5.03” in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the Borrower or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower, a Lender or the Issuing Banks. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent or (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered by any Holding Entity, the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or any Issuing Bank or any Dollar amount thereof.

(c)    Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or any Issuing Bank and shall not be responsible to any Lender or the Issuing Banks for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any

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condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION 8.03.    Posting of Communications.

(a)    Each of the Holding Entities and the Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks^™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b)    Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and each of the Holding Entities and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks, each of the Holding Entities and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c)    THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGERS, ANY CO-DOCUMENTATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

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(d)    Each Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or each Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e)    Each of the Lenders, each of the Issuing Bank, each of the Holding Entities and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f)    Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 8.04.    The Administrative Agent Individually. With respect to its Commitments, Loans (including Swingline Loans), Letter of Credit Commitment and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Banks”, “Lenders”, “Required Lenders”, “Required Revolving Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, an Issuing Bank or as one of the Required Lenders or Required Revolving Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Holding Entities, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

SECTION 8.05.    Successor Administrative Agent.

(a)    The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default under Sections 7.01(a) or (f) has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

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(b)    Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest) and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article VIII and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above.

SECTION 8.06.    Acknowledgements of Lenders and Issuing Banks.

(a)    Each Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arrangers, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arrangers, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

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(b)    Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

(c)    (i) Each Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.

(ii)    Each Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.

(iii)    The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights of such Lender with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations (or any other Obligations) owed by the Borrower or any other Loan Party; provided that, the immediately preceding clauses (x) and (y) shall not apply to the extent any such Payment is, and solely with respect to the amount of such Payment that is, comprised of funds received by Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Payment.

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(iv)    Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction or discharge of all Obligations under any Loan Document.

(v)    For the avoidance of doubt, this Section 8.06(c) will not create any additional Obligations of the Loan Parties under the Loan Documents or otherwise increase or alter such Obligations

SECTION 8.07.    Collateral Matters.

(a)    Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.14(d) or 9.14(e); (ii) as permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer to any Person that is not a Loan Party of assets constituting Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent.

(b)    In furtherance of the foregoing and not in limitation thereof, no Secured Cash Management Agreement or Secured Hedge Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of

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the Collateral, each Secured Party that is a party to any such Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.

(c)    The Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Sections 6.01(c), (d), (e), (f), (g), (h), (i), (j), (m), (n), (p) and (s) and (ii) execute any intercreditor agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such intercreditor agreement and/or subordination agreement is required. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

SECTION 8.08.    Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher

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or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

SECTION 8.09.    Certain ERISA Matters.

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date such Person became a Lender party hereto, to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i)    such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments,

(ii)    the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii)    (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)    such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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(b)    In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arrangers, the Co-Documentation Agents or any of their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent, or the Arrangers, the Co-Documentation Agents or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

(c)    The Administrative Agent and each Arranger and Co-Documentation Agent hereby informs the Lenders that each such Person is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent fees or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing.

SECTION 8.10.    Cash Management Agreements and Secured Hedge Agreements.

(a)    Except as otherwise expressly set forth herein or in any Loan Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 7.03, any Guarantee or any Collateral by virtue of the provisions hereof or of any Guarantee (including the Guarantee Agreement) or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or consent to any amendment, waiver or modification of the provisions hereof or of the Guarantee Agreement or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article VIII or Section 7.03 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Cash Management Agreements and Secured Hedge Agreements in the case of a Termination Date. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of this Article VIII for itself and its Affiliates as if a “Lender” party hereto.

(b)    Each of the Cash Management Banks and Hedge Banks hereby authorizes the Administrative Agent to enter into the any intercreditor agreement, subordination agreement or other agreement or arrangement permitted under this Agreement, and any amendment, modification, supplement

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or joinder with respect thereto, and each of the Cash Management Banks and Hedge Banks acknowledges that any such agreement or arrangement is binding upon such Cash Management Bank or Hedge Bank, as applicable.

ARTICLE IX

Miscellaneous

SECTION 9.01.    Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by e-mail, as follows:

(i)    if to the Borrower, to it at 6200 Paseo Padre Pkwy Fremont, CA 94555, iredondo@nextracker.com, with a copy (which shall not constitute notice) to Katten Muchin Rosenman LLP, 50 Rockefeller Plaza, New York, NY 10020-1605, evan.borenstein@katten.com and brian.stern@katten.com;

(ii)    if to any Holding Entity, to it at 6200 Paseo Padre Pkwy Fremont, CA 94555, iredondo@nextracker.com, with a copy (which shall not constitute notice) to Katten Muchin Rosenman LLP, 50 Rockefeller Plaza, New York, NY 10020-1605, evan.borenstein@katten.com and brian.stern@katten.com;

(iii)    if to the Administrative Agent, (A) in the case of Borrowings, to it at [●], (B) in the case of a notification of the DQ List, to it at JPMDQ_Contact@jpmorgan and (C) for all other notices, to it at [●];

(iv)    if to JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank, to it at [●];

(v)    if to the Swingline Lender, to it at [●]; and

(vi)    if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Approved Electronic Platforms, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b)    Notices and other communications to any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Approved Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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(c)    Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(d)    Any party hereto may change its address, telecopy number or email for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.02.    Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Holding Entity or the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b)    Except as provided in Section 2.20 with respect to an Incremental Amendment or as provided in Section 2.14(b), Section 2.14(c), Section 9.02(c) and Section 9.02(e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by, in the case of this Agreement, the Holding Entities, the Borrower and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) and, in the case of any other Loan Document, the applicable Loan Parties party to such Loan Document and the Required Lenders (or the Administrative Agent with the consent of the Required Lenders); provided that, no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest, fees or other amounts payable hereunder, without the written consent of each Lender directly affected thereby (except that neither(A) any amendment or modification of the financial covenant in this Agreement (or defined terms used in the financial covenant in this Agreement) or (B) the waiver or reduction of the Borrower to pay interest or fees at the applicable default rate set forth in Section 2.13(d) shall constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby (other than any reduction of the amount of, or any extension of the payment date for, the mandatory prepayments required under Section 2.11 or the waiver or reduction of the Borrower to pay interest or fees at the applicable default rate set forth in Section 2.13(d), in each case which shall only require the approval of the Required Lenders), (iv) change Section 2.09(c) or 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each

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Lender, (v) change the payment waterfall provisions of Section 2.21(b) or 7.03 without the written consent of each Lender, (vi) waive any condition set forth in Section 4.02 in respect of the making of a Revolving Loan without the written consent of the Required Revolving Lenders (provided further and notwithstanding anything to the contrary herein, any waiver of the conditions set forth in Section 4.02 in respect of the making of Revolving Loans shall only require the consent of the Required Revolving Lenders), (vii) change any of the provisions of this Section or the definition of “Required Lenders”, “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender (it being understood that, solely with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Loans are included on the Effective Date), (viii) (x) release the Borrower from its obligations under Article X or, except as provided in Section 9.14(e), under the Collateral Documents or (y) release all or substantially all of the Guarantors from their obligations under the Guarantee Agreement or, except as provided in Section 9.14(e), the Collateral Documents, in each case, without the written consent of each Lender, (ix) except as provided in Section 9.14(d) or 9.14(e) or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender or (x) except as provided in Section 8.07(c) or in any Collateral Document, subordinate (1) the Liens securing the Obligations under the Loan Documents or (2) the Obligations under the Loan Documents in right of payment, in each case, to the obligations under any Indebtedness (such Indebtedness, “Priming Debt”), without the written consent of each Lender; provided that, this clause (x) shall not apply with respect to (i) a “roll up” debtor-in-possession financing or (ii) any transaction in respect of Priming Debt so long as the Borrower offered to each Lender directly and adversely affected thereby a bona fide opportunity to ratably participate in such Priming Debt on the same terms as the other lenders participating in such Priming Debt; provided further that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be (it being understood that any change to Section 2.21 shall require the consent of the Administrative Agent, the Issuing Banks and the Swingline Lender); and provided further that no such agreement shall amend or modify the provisions of Section 2.06 without the prior written consent of the Administrative Agent and such Issuing Bank and (B) any amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected Class or Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

(c)    Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Term Loans pursuant to an Incremental Amendment) to this Agreement and to permit extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans, the initial Term Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

(d)    If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is

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necessary but not obtained being referred to herein as a “Non-Consenting Lender”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Lender, the Issuing Banks and the Swingline Lender) shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender and (iii) such Non-Consenting Lender shall have received the outstanding principal amount of its Loans and participations in LC Disbursements. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

(e)    Notwithstanding anything to the contrary herein, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

SECTION 9.03.    Expenses; Limitation of Liability; Indemnity Etc.

(a)    Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates and the Arrangers (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm as primary counsel and a single firm of local counsel in each applicable material jurisdiction), in connection with the syndication and distribution (including, without limitation, via the Internet or through a service such as Intralinks and any virtual data room fees) of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary counsel, along with a single firm of local counsel in each applicable material jurisdiction, for all such parties taken as a whole, and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined by the

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Administrative Agent or the applicable Issuing Bank or Lender), one additional firm of primary counsel and one additional local counsel in each applicable material jurisdiction, in each case, for each group of similarly affected persons) in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable and documented out-of-pocket expenses (subject to the foregoing limitations with respect to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b)    Limitation of Liability. To the extent permitted by applicable law (i) the Borrower and any other Loan Party shall not assert, and the Borrower and each other Loan Party hereby waives, any claim against the Administrative Agent, any Arrangers, any Co-Documentation Agent, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this Section 9.03(b) shall relieve the Borrower or any other Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(c)    Indemnity. The Borrower shall indemnify the Administrative Agent, each Arranger, each Co-Documentation Agent, the Swingline Lender, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of a single firm of primary counsel, along with a single firm of local counsel in each applicable material jurisdiction for all Indemnitees taken as whole, and, in the event of an actual or reasonably perceived conflict of interest (as reasonably determined by the applicable Indemnitees), one additional firm of primary counsel and one additional local counsel in each applicable material jurisdiction, in each case, to each group of similarly affected Indemnitees) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (iii) any action taken in connection with this Agreement, including, but not limited to, the payment of principal, interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Holding Entity, the Borrower or any of their respective Subsidiaries, or any Environmental Liability related in any way to any Holding Entity, the Borrower or any of their respective Subsidiaries or (vi) any actual or prospective Proceeding in any jurisdiction relating to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to above), whether or not such Proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have primarily resulted from (i) the willful

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misconduct, bad faith or gross negligence of such Indemnitee, (ii) a material breach by such Indemnitee of its obligations under this Agreement or the other Loan Documents or (iii) any dispute solely among Indemnitees (not arising from any act or omission of the Borrower or any of its Affiliates) other than claims against an Indemnitee acting in its capacity as, or in fulfilling its role as, the Administrative Agent, an Arranger, the Swingline Lender, an Issuing Bank or any other similar capacity under this Agreement or the other Loan Documents. This Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(d)    Lender Reimbursement. To the extent that the Borrower fails to pay any amount required to be paid by it under clause (a) or (c) of this Section 9.03, each Lender severally agrees to pay to the Administrative Agent, and each Revolving Lender severally agrees to pay to each Issuing Bank, the Swingline Lender, and each Related Party of any of the foregoing Persons (each, an “Agent-Related Person”), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable payment is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the Borrower of any default in the payment thereof); provided that the unreimbursed expense or Liability or related expense, as the case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such.

(e)    Payments. All amounts due under this Section 9.03 shall be payable not later than thirty (30) days after written demand therefor.

SECTION 9.04.    Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the relevant Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, Indemnitees, Lender-Related Persons and the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)    the Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within (x) in the case of an assignment of Revolving Loans or Revolving Commitments, ten (10) Business Days after having received notice thereof and (y) in the case of an assignment of Term Loans, five (5) Business Days after having received notice thereof); provided further that, no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Sections 7.01(a) and (f) has occurred and is continuing, any other assignee;

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(B)    the Administrative Agent; provided that, no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund;

(C)    the Issuing Banks; provided that no consent of the Issuing Banks shall be required for an assignment of all or any portion of a Term Loan; and

(D)    the Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.

(ii)    Assignments shall be subject to the following additional conditions:

(A)    except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default under Sections 7.01(a) and (f) has occurred and is continuing;

(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws.

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

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“Ineligible Institution” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, (d) each Holding Entity, the Borrower or any of their respective Affiliates or (d) a Disqualified Institution.

(i)    Subject to acceptance and recording thereof pursuant to clause (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 with respect to facts and circumstances occurring prior to the effective date of such Assignment and Assumption). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (c) of this Section.

(ii)    The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(iii)    Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(c)    Any Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Borrower, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the Proposed United States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Notwithstanding anything herein to the contrary, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central bank having jurisdiction over it, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(e)    Disqualified Institutions.

(i)    No assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose of such assignment or participation). Notwithstanding anything herein to the contrary, with respect to any assignee or Participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery of a written supplement to the list of “Disqualified Institutions” referred to in, the definition of “Disqualified Institution”), (x) such assignee or Participant shall not retroactively be disqualified from becoming a Lender or Participant and (y) the execution by the Borrower of an Assignment and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution. Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall apply.

(ii)    If any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible Institution, the Borrower, any of the Borrower’s Subsidiaries or any of the Borrower’s Affiliates) at the lesser of (x) the principal amount thereof and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations in each case plus accrued interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.

(iii)    Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made in violation of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter and (y) for purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restriction in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other applicable laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other applicable laws) and (3) not to contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).

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(iv)    The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ List”) on an Approved Electronic Platform, including that portion of such Platform that is designated for “public side” Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.

(v)    The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any other Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, by any other Person to any Disqualified Institution.

(f)    Notwithstanding anything to the contrary contained herein, any Lender may assign all or any portion of its Term Loans hereunder to the Borrower but only if:

(i)    such assignment is made pursuant to a Dutch auction open to all Lenders holding Term Loans of the specified Class on a pro rata basis;

(ii)    no Event of Default has occurred and is continuing or would result therefrom;

(iii)    any such Term Loans shall be automatically and permanently cancelled and retired immediately upon acquisition thereof by the Borrower and the Administrative Agent shall record such cancellation and retirement in the Register; and

(iv)    the Borrower does not use the proceeds of the Revolving Credit Facility to acquire such Term Loans.

SECTION 9.05.    Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 9.06.    Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) the reductions of the Letter of Credit Commitment of any Issuing Bank constitute the entire contract among the parties relating to the subject matter hereof and

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supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature and (ii) upon the request of the Administrative Agent, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 9.07.    Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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SECTION 9.08.    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by such Lender, each Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, such Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.21 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the relevant Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the Issuing Banks and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 9.09.    Governing Law; Jurisdiction; Consent to Service of Process.

(a)    THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER LOAN DOCUMENT) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b)    Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c)    Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final

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judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(d)    Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(e)    Each of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10.    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11.    Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12.    Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Administrative Agent, any such Issuing Bank or any such Lender agrees (except with respect to any audit, review or examination conducted by bank accountants or examiners or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent reasonably practicable and not prohibited by applicable law or regulation, to inform the Borrower as promptly as practicable prior to any such disclosure), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant

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in, any of its rights or obligations under this Agreement (it being understood that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participants, in reliance on this clause (f)) or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction and to credit insurance providers and brokers, in each case, relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in connection with rating any Holding Entity, the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than customary information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13.    USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act and the requirements of the Beneficial Ownership Regulation hereby notifies the Borrower and each other Loan Party that, pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower or such Loan Party, which information includes the name, address and tax identification number of the Borrower and such Loan Party and other information that will allow such Lender to identify the Borrower and such Loan Party in accordance with the Patriot Act and the Beneficial Ownership Regulation and other applicable “know your customer” and anti-money laundering rules and regulations.

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SECTION 9.14.    Collateral and Guaranty Matters.

(a)    A Guarantor (other than any Holding Entity or the Borrower) shall automatically be released from its obligations under the Guarantee Agreement and the Collateral Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any release of a Guarantor or Liens on Collateral pursuant to this Section 9.14, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) promptly execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence the release of such release of such Guarantor from its obligations under the Guarantee Agreement and the Collateral Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.14; provided that, if requested by the Administrative Agent, the Borrower shall have delivered a certificate, executed by a Responsible Officer of the Borrower on or prior to the date any such action is requested to be taken by the Administrative Agent, certifying that the applicable transaction is permitted under the Loan Documents (and the Lenders hereby authorize the Administrative Agent to rely upon such certificate in performing its obligations under this Section 9.14).

(b)    Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Guarantor (other than any Holding Entity or the Borrower) from its obligations under the Guarantee Agreement and the Collateral Documents if (i) such Guarantor becomes an Excluded Subsidiary or is otherwise not required pursuant to the terms of this Agreement to be a Guarantor (provided that, if any Guarantor becomes an Excluded Subsidiary by virtue of clause (d) of the definition thereof, such Guarantor shall not be released from its obligations under the Guarantee Agreement and the Collateral Documents solely by virtue of becoming an Excluded Subsidiary of the type described in clause (d) of the definition thereof as a result of a disposition of less than all of its outstanding Equity Interests, unless (x) the Borrower shall at such time be deemed to have made an Investment in a non-Loan Party Subsidiary (as if such Subsidiary were then newly acquired) in an amount equal to the fair market value of such Subsidiary still directly or indirectly owned by the Borrower after giving effect to the Disposition that caused such Subsidiary to become an Excluded Subsidiary and (y) such Disposition is a good faith Disposition to a bona fide unaffiliated third party (as determined by the Borrower in good faith) for a bona fide business purpose (as determined by the Borrower in good faith) (it being understood that this proviso shall not limit the release of any Guarantor that otherwise qualifies as an Excluded Subsidiary for reasons other than by virtue of clause (d) of the definition thereof)) or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02.

(c)    At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the relevant Issuing Bank (the “Termination Date”)), the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

(d)    The Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall automatically terminate and be released and the Administrative Agent is hereby authorize to release such Liens (i) upon the Termination Date, (ii) on Collateral (other than Equity Interests in the

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Borrower) constituting property being sold or disposed of in a transaction permitted hereunder to any Person (other than to a Loan Party) if the Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) on Collateral constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII or (v) on assets that constitute Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(e)    If at any time the Investment Grade Condition is satisfied (the “IG Release Date”), upon the Borrower’s delivery to the Administrative Agent of an officers’ certificate certifying that the Investment Grade Condition has been satisfied, the Collateral Documents (excluding, for the avoidance of doubt, this Agreement and the Guarantee Agreement) shall be automatically terminated and all such Collateral shall be released from the Liens created by the Collateral Documents without delivery of any instrument or performance of any act by any Person.

Notwithstanding anything to the contrary in this Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 5.16 of this Agreement or otherwise ceasing to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this Agreement, such Subsidiary shall be automatically released and relieved of any obligations under this Agreement, the Guarantee Agreement, the Collateral Documents and all other Loan Documents, all Liens granted by such Subsidiary in its assets to the Administrative Agent shall be automatically released, all pledges to the Administrative Agent of Equity Interests in any such Subsidiary shall be automatically released, and the Administrative Agent is authorized to, and shall promptly, deliver to the Borrower any acknowledgement confirming such releases and all necessary releases and terminations, in each case as the Borrower may reasonably request to evidence such release and at Borrower’s expense (in accordance with Section 9.03(a)). To the extent any Loan Document conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all respects.

Any execution and delivery of documents pursuant to this Section 9.14 shall be without recourse to or warranty by the Administrative Agent.

SECTION 9.15.    Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with the Administrative Agent’s instructions.

SECTION 9.16.    Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been

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payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the applicable Overnight Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.17.    No Fiduciary Duty, etc.

(a)    Each of the Holding Entities and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to each of the Holding Entities and the Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, any Holding Entity, the Borrower or any other person. Each of the Holding Entities and the Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, each of the Holding Entities and the Borrower acknowledges and agrees that no Credit Party is advising any Holding Entity or the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Each of the Holding Entities and the Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or liability to any Holding Entity or the Borrower with respect thereto.

(b)    Each of the Holding Entities and the Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, any Holding Entity, the Borrower, its Subsidiaries and other companies with which any Holding Entity, the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

(c)    In addition, each of the Holding Entities and the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which any Holding Entity, the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each of the Holding Entities and the Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Holding Entity, the Borrower or any of its Subsidiaries, confidential information obtained from other companies.

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SECTION 9.18.    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    the effects of any Bail-In Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 9.19.    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

163

SECTION 9.20.    Intercreditor Agreements. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right related to any Collateral shall be subject, in each case, to the terms of any intercreditor agreement permitted hereunder and then in effect, (ii) in the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and any such intercreditor agreement, on the other hand, the terms and provisions of such intercreditor agreement shall control and (iii) each Lender and Issuing Bank (A) authorizes the Administrative Agent to execute any such intercreditor agreement on behalf of such Lender and Issuing Bank, and (B) agrees to be bound by the terms of any such intercreditor agreement and agrees that any action taken by the Administrative Agent under any such intercreditor agreement shall be binding upon such Lender and Issuing Bank.

SECTION 9.21.    Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such Currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

ARTICLE X

Borrower Guarantee

In order to induce the Lenders to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower further agrees that the due and punctual payment of such Specified Ancillary Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any such Specified Ancillary Obligation.

The Borrower waives presentment to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations, and also waives notice of acceptance of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by (a) the failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any Subsidiary under the provisions of any Cash Management Agreement, any Swap Contracts or otherwise; (b) any extension or renewal of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of the terms or provisions of this Agreement, any other Loan Document, any Cash Management Agreement, any Swap

164

Contracts or other agreement; (d) any default, failure or delay, willful or otherwise, in the performance of any of the Specified Ancillary Obligations; (e) the failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to preserve any rights to, any security or collateral for the Specified Ancillary Obligations, if any; (f) any change in the corporate, partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations; (g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to any collateral securing the Specified Ancillary Obligations or any part thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations, for any reason related to this Agreement, any other Loan Document, any Cash Management Agreement, any Swap Contracts, or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary or any other guarantor of the Specified Ancillary Obligations, of any of the Specified Ancillary Obligations or otherwise affecting any term of any of the Specified Ancillary Obligations; or (h) any other act, omission or delay to do any other act which may or might in any manner or to any extent vary the risk of the Borrower or otherwise operate as a discharge of a guarantor as a matter of law or equity or which would impair or eliminate any right of the Borrower to subrogation, other than the payment of such obligations.

The Borrower further agrees that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have stayed the accrual or collection of any of the Specified Ancillary Obligations or operated as a discharge thereof) and not merely of collection, and waives any right to require that any resort be had by any applicable Lender (or any of its Affiliates) to any balance of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary or any other Person.

The obligations of the Borrower hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of any of the Specified Ancillary Obligations, any impossibility in the performance of any of the Specified Ancillary Obligations or otherwise.

The Borrower further agrees that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified Ancillary Obligations now or hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Specified Ancillary Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy or reorganization of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Specified Ancillary Obligations in its discretion).

In furtherance of the foregoing and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may have at law or in equity against the Borrower by virtue hereof, upon the failure of any Subsidiary to pay any Specified Ancillary Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Borrower hereby promises to and will, upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to such applicable Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of such Specified Ancillary Obligations then due, together with accrued and unpaid interest thereon. The Borrower further agrees that if payment in respect of any Specified Ancillary Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other office, branch, affiliate or correspondent bank of the applicable Lender for such currency and if, by reason of any Change in Law, disruption of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Specified Ancillary Obligation in such

165

currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender (or any of its Affiliates), disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then, at the election of such applicable Lender, the Borrower shall make payment of such Specified Ancillary Obligation in Dollars (based upon the applicable equivalent Dollar amount of such Specified Ancillary Obligation on the date of payment as determined by the Administrative Agent) and/or in New York, Chicago or such other payment office as is designated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation, shall indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall sustain as a result of such alternative payment.

Until the full performance and payment in cash of the Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations not yet due and payable and Unliquidated Obligations for which no claim has been made), upon payment by the Borrower of any sums as provided above, all rights of the Borrower against any Subsidiary arising as a result thereof by way of right of subrogation or otherwise shall in all respects be subordinated and junior in right of payment to the prior payment in full in cash of all the Specified Ancillary Obligations owed by such Subsidiary to the applicable Lender (or its applicable Affiliates).

The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor to honor all of its obligations under the Guarantee Agreement and the Collateral Documents in respect of Specified Swap Obligations (provided, however, that the Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Borrower intends that this paragraph constitute, and this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Nothing shall discharge or satisfy the liability of the Borrower hereunder except the full performance and payment in cash of the Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations not yet due and payable and Unliquidated Obligations for which no claim has been made).

[Signature Pages Follow]

166

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

NEXTRACKER INC.,

as Parent

By

Name:

Title:

TPG RISE CLIMATE FLASH CI BL, LLC,

as a Holding Entity

By

Name:

Title:

TPG RISE CLIMATE FLASH BL, LLC,

as a Holding Entity

By

Name:

Title:

THE RISE FUND II FLASH BL, LLC,

as a Holding Entity

By

Name:

Title:

NEXTRACKER LLC,

as the Borrower

By

Name:

Title:

[Signature Page to Credit Agreement]

JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent

By

Name:

Title:

[-], as a Lender [and as an Issuing Bank]

By

Name:

Title:

[-], as a Lender [and as an Issuing Bank]

By

Name:

Title:

[Signature Page to Credit Agreement]

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement No. 333-269238 on Form S-1 of our report dated January 13, 2023, relating to the financial statement of Nextracker Inc. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

February 1, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement No. 333-269238 on Form S-1 of our report dated September 22, 2022 (February 1, 2023 as to the effects of the reverse unit split described in Note 12), relating to the combined financial statements of the operations of Nextracker. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

February 1, 2023

EX-23.4

EXHIBIT 23.4

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Daniel Shugar

Daniel Shugar

EX-23.5

EXHIBIT 23.5

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Christian Bauwens

Christian Bauwens

EX-23.6

EXHIBIT 23.6

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Charles Boynton

Charles Boynton

EX-23.7

EXHIBIT 23.7

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Jonathan Coslet

Jonathan Coslet

EX-23.8

EXHIBIT 23.8

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Michael Hartung

Michael Hartung

EX-23.9

EXHIBIT 23.9

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Paul Lundstrom

Paul Lundstrom

EX-23.10

EXHIBIT 23.10

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 31, 2023

/s/ Steven Mandel

Steven Mandel

EX-23.11

EXHIBIT 23.11

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Scott Offer

Scott Offer

EX-23.12

EXHIBIT 23.12

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Willy Shih

Willy Shih

EX-23.13

EXHIBIT 23.13

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ Rebecca Sidelinger

Rebecca Sidelinger

EX-23.14

EXHIBIT 23.14

CONSENT TO BE NAMED AS A DIRECTOR NOMINEE

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, as an individual who has agreed to serve as a director of the Company upon completion of the initial public offering of the Company’s Class A common stock, to all references to the undersigned in connection therewith, and to the filing or attachment of this consent as an exhibit to such Registration Statement or such registration statement filed pursuant to Rule 462(b) and any amendment or supplement to the foregoing.

Dated: January 30, 2023

/s/ William Watkins

William Watkins

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

S-1

(Form Type)

Nextracker Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Class A common stock, par value $0.0001 per share	Rule 457(a)	26,744,186	$23.00	$615,116,278	.0001102	$67,786	—	—	—	—
Fees Previously Paid	—	—	—	—	—	—	—	11,020	—	—	—	—
Carry Forward Securities
Carry Forward Securities	—	—	—	—	—	—	—	—	—	—	—	—
	Total Offering Amounts					$615,116,278		$67,786
	Total Fees Previously Paid							$11,020
	Total Fee Offsets							—
	Net Fee Due							$56,766

(1) Includes the offering price of shares of Class A common stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares, if any.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended.