8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2023

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2 Changi South Lane, Singapore, 486123

(Address of principal executive offices)

(65) 6876-9899

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

Introductory Note

On February 13, 2023, Nextracker Inc., a Delaware corporation (“Nextracker”), completed its previously announced upsized initial public offering (the “IPO”) of 30,590,000 shares of its Class A common stock, par value $0.0001 per share (the “Nextracker Common Stock”), which includes the exercise in full of the underwriters’ option to purchase 3,990,000 additional shares of Nextracker Common Stock at the public offering price of $24.00 per share, less underwriting discounts and commissions. Prior to the IPO, Nextracker was a wholly owned indirect subsidiary of Flex Ltd. (“Flex”). Upon the closing of the IPO, Flex beneficially owned 60.91% of the total outstanding shares of Nextracker’s capital stock.

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On February 7, 2023, Flex entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yuma, Inc., an indirect wholly-owned subsidiary of Flex (“Yuma”), Nextracker, at such time a direct wholly-owned subsidiary of Yuma, and Yuma Acquisition Corp., a direct wholly-owned subsidiary of Nextracker (“Merger Sub”), in connection with the IPO. Since the IPO, Flex and Nextracker operate separately, each as a public company, with Flex holding a controlling interest in Nextracker.

Pursuant to the Merger Agreement, Flex has the option, in its sole discretion, to effect a merger of Yuma with Merger Sub, with Yuma surviving such merger as a wholly-owned subsidiary of Nextracker (the “Merger”), in a transaction intended to qualify for tax-free treatment under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Merger Agreement further provides Flex with the option, in its sole discretion, to effect at any time prior to the consummation of the Merger (i) the distribution, including by means of a series of distributions, to the holders of record of ordinary Flex shares (each, a “Flex Share”), one share of Yuma common stock (each, a “Yuma Share”) for each Flex Share held by each such holder at the applicable distribution record date, or (ii) any other distribution or series of distributions of Yuma Shares to the holders of Flex Shares as determined by Flex in its sole discretion (the “Merger Distribution”).

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), be effected immediately following the Merger Distribution, with Yuma Shares being exchanged for Nextracker Common Stock in the Merger. The number of Nextracker Common Stock that would be issued to Yuma stockholders in the Merger would equal the number of Nextracker Common Stock then held directly or indirectly by Yuma and its subsidiaries (assuming for such purposes that all units of Nextracker LLC and shares of Nextracker’s Class B common stock held directly or indirectly by Yuma and its subsidiaries have been exchanged for Nextracker Common Stock as of immediately prior to the Merger). Flex currently owns economic interest in Nextracker LLC through beneficial ownership of the LLC Common Units.

The Merger Agreement contains customary representations and warranties with respect to Flex, Nextracker, 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 the IPO, each of Flex, Nextracker, Yuma and Merger Sub, and the stockholders of each of Yuma, Nextracker and Merger Sub, have approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger.

The Merger Agreement contains customary covenants from Flex, Nextracker, Yuma and Merger Sub, including with respect to the necessary consents and authorizations to effect the Merger and the other transactions contemplated by the Merger Agreement, the preparation and delivery of a proxy statement with respect to a Flex shareholder meeting to approve the Merger Distribution, and the registration of Nextracker Common Stock issuable in connection with the Merger and the preparation and filing of a registration statement with respect thereto.

Consummation of the Merger is subject to the fulfillment, on or prior to the closing of the Merger, of various conditions, including (a) Flex exercising (and not rescinding) its option to effect the Merger; (b) the effectiveness of the registration statement with respect to the Nextracker Common Stock issuable in connection with the Merger; (c) the absence of any governmental order or law that makes consummation of the Merger illegal or otherwise

prohibited; (d) the approval of the Merger Distribution by the holders of Flex Shares; (e) the completion of the Merger Distribution; (f) the filing of a notification form for the listing of Nextracker Common Stock issuable in connection with the Merger; and (g) Flex’s and Yuma’s receipt of an opinion 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 obligation of each party to consummate the Merger is also conditioned upon the other parties’ representations and warranties being true and correct (subject to certain materiality exceptions) and the other parties having performed in all material respects their respective obligations under the Merger Agreement.

The Merger Agreement contains termination rights for each of Flex and Nextracker, including, among others, the right of Flex to terminate the Merger Agreement at any time prior to the closing of the Merger in its sole and absolute discretion.

The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Registration Rights Agreement

On February 13, 2023, Nextracker entered into a registration rights agreement (the “Registration Rights Agreement”) with Yuma, Merger Sub, TPG Rise Flash, L.P. (together with their permitted transferees, the “Selling Stockholders”), pursuant to which Nextracker agreed to grant the Selling Stockholders certain registration rights with respect to Nextracker Common Stock owned by them (including upon exchange of certain common units of Nextracker LLC (the “LLC Common Units”) and shares of Class B common stock of Nextracker held by them). TPG Rise Flash, L.P., along with Flex, beneficially owns economic interest in Nextracker LLC through its ownership of the LLC Common Units.

Demand and Shelf Registration

The Selling Stockholders will be able to request registration under the Securities Act of 1933, as amended (the “Securities Act”), of all or any portion of Nextracker Common Stock covered by the Registration Rights Agreement, and Nextracker will be obligated to register such Nextracker Common Stock as requested by the Selling Stockholders, subject to limitations on minimum offering size and certain other limited exceptions. Nextracker will not be required to honor any demand registrations if it has 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 Nextracker is eligible to file a registration statement on Form S-3, the Selling Stockholders may request that Nextracker 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 Nextracker at any time intends to file on its behalf or on behalf of any of Nextracker’s other securityholders a registration statement in connection with a public offering of any of Nextracker’s securities on a form and in a manner that would permit the registration for offer and sale of Nextracker Common Stock, the Selling Stockholders will have the right to include their shares of Nextracker Common Stock in that offering subject to certain exceptions including underwriter cutback provisions.

Registration Expenses and Procedures

Nextracker will be generally responsible for all expenses in connection with the performance of its 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 Nextracker for the benefit of the Selling Stockholders and their respective affiliates and, in limited situations, by each Selling Stockholder for the benefit of Nextracker and Nextracker-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 Registration Rights 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 Registration Rights Agreement held or beneficially owned by the 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 Nextracker 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.

The foregoing description of the Registration Rights Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirely by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

Exhibit No.	Description of Exhibit
10.1	Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 2023
10.2	Registration Rights Agreement, by and among Nextracker Inc., Yuma, Inc., Yuma Subsidiary, Inc., TPG Rise Flash, L.P. and the Holders party thereto, dated as of February 13, 2023
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FLEX LTD.
By:	/s/ Paul R. Lundstrom
Name:	Paul R. Lundstrom
Title:	Chief Financial Officer

Date: February 13, 2023

EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

by and among

FLEX LTD.,

YUMA, INC.,

NEXTRACKER INC.

AND

YUMA ACQUISITION CORP.

Dated as of February 7, 2023

TABLE OF CONTENTS

		Page
ARTICLE I ELECTION NOTICE; PRE-CLOSING DISTRIBUTION OF NEWCO SHARES			3
1.1	Merger Notice		3
1.2	Distribution of Newco Shares to Flex Shareholders		3
ARTICLE II THE MERGER			4
2.1	Closing Date		4
2.2	The Closing		4
2.3	Effective Time		4
2.4	Closing Deliverables		4
2.5	Tax Consequences		5
ARTICLE III CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION			5
3.1	Certificate of Incorporation		5
3.2	Bylaws		5
3.3	Directors		5
3.4	Officers		6
ARTICLE IV EFFECT OF THE MERGER ON CAPITAL STOCK			6
4.1	Effect on Capital Stock of Newco		6
4.2	Payment to Holders of Newco Shares		6
4.3	Appraisal Rights		8
4.4	Adjustments		8
4.5	Withholding Rights		8
ARTICLE V REPRESENTATIONS AND WARRANTIES			9
5.1	Representations and Warranties of the Flex Parties		9
5.2	Representations and Warranties of the Nextracker Parties		12
ARTICLE VI COVENANTS			14
6.1	Newco Stockholder Consent		14
6.2	Nextracker Stockholder Consent		14
6.3	Merger Sub Stockholder Consent		15
6.4	Conduct of Nextracker		15
6.5	Consents and Authorizations		15
6.6	Status		15
6.7	Further Assurances		15
6.8	Proxy Statement; Registration Statement		15

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6.9	Flex Shareholders Meeting	17
6.10	Newco Capital Stock	17
6.11	Newco Assets and Liabilities	17
6.12	Stock Exchange Listing	17
6.13	Takeover Statutes	17
6.14	Transaction Litigation	18
6.15	Tax Matters Agreement	18
ARTICLE VII CONDITIONS TO CLOSING		18
7.1	Mutual Conditions to Closing	18
7.2	Conditions Precedent to Obligations of the Nextracker Parties	18
7.3	Conditions Precedent to Obligations of the Flex Parties	19
7.4	Frustration of Closing Conditions	19
ARTICLE VIII TERMINATION		19
8.1	Termination of Agreement	19
8.2	Procedure Upon Termination	20
8.3	Effect of Termination	20
ARTICLE IX MISCELLANEOUS		20
9.1	Entire Agreement; Construction	20
9.2	Transaction Documents	21
9.3	Counterparts	21
9.4	Survival	21
9.5	Expenses	21
9.6	Notices	21
9.7	Waiver	22
9.8	Assignment	22
9.9	Successors and Assigns	22
9.10	Amendment	22
9.11	Subsidiaries	22
9.12	Third-Party Beneficiaries	22
9.13	Title and Headings	23
9.14	Governing Law; Submission to Jurisdiction	23
9.15	Dispute Negotiation	23
9.16	Specific Performance	24
9.17	Severability	24
9.18	Public Announcement	24
9.19	Interpretation	24
9.20	No Waiver	25

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9.21	Advisors	25
9.22	No Recourse	25
ARTICLE X DEFINITIONS		26
10.1	Certain Definitions	26
10.2	Terms Defined Elsewhere	28
10.3	References; Interpretation	29

Exhibits

Exhibit A – Form of Certificate of Merger

Exhibit B – Form of Certificate of Incorporation of the Surviving Corporation

Exhibit C – Form of Tax Matters Agreement

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 7, 2023, is entered into by and among Flex Ltd., a public company limited by shares incorporated in Singapore and having company registration no. 19002645H (“Flex”), Yuma, Inc., a Delaware corporation (“Newco”), Nextracker Inc., a Delaware corporation (“Nextracker”), and Yuma Acquisition Corp., a Delaware corporation (“Merger Sub”) (all such parties, collectively, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, as of the date hereof: (i) Flex, directly or indirectly through its wholly owned Subsidiaries, is the sole stockholder of Flextronics International USA, Inc., a Delaware corporation (“FIUI”); (ii) FIUI is the sole stockholder of Newco; (iii) Newco is the sole stockholder of Nextracker; (iv) Newco, TPG Rise Flash, L.P., a Delaware limited partnership (“TPG”), and Yuma Subsidiary, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Newco (“Newco Sub”), directly or indirectly hold all of the units of Nextracker LLC, a Delaware limited liability company (“Nextracker OpCo” and all such units, the “Nextracker OpCo Units”); and (v) Nextracker is the sole stockholder of Merger Sub;

WHEREAS, Flex, FIUI, and Nextracker OpCo are parties to that certain Separation Agreement, dated as of February 1, 2022 (the “Separation Agreement”);

WHEREAS, Flex currently expects to cause Nextracker to make an offer and sale to the public of shares of Class A common stock, par value $0.0001 per share, of Nextracker (all such shares, the “Nextracker Class A Shares”), pursuant to a registration statement on Form S-1, as more fully described in the Separation Agreement (the “IPO”);

WHEREAS, in connection with the IPO, if effected, as of the closing date of the IPO, the equity interests in Nextracker held by Flex and its Subsidiaries (including Newco and Newco Sub) would be recapitalized as shares of Class B common stock, par value $0.0001 per share, of Nextracker (all such shares, the “Nextracker Class B Shares”);

WHEREAS, among other things, the Separation Agreement provides, on the terms and subject to the conditions of the Separation Agreement, (i) FIUI with the right (the “Merger Election Right”), exercisable at any time following the IPO, to elect to effect the merger of Merger Sub with and into Newco, with Newco surviving as a direct wholly owned Subsidiary of Nextracker (the “Merger”), and (ii) that Nextracker and Merger Sub shall take all actions reasonably necessary to adopt and approve this Agreement;

WHEREAS, on the terms and subject to the conditions of this Agreement, if the Merger Election Right is exercised and not rescinded, Flex shall effect the Distribution (as defined herein) prior to the consummation of the Merger, whereby the holders of fully-paid up ordinary shares, no par value per share, of Flex whose names appear on the Branch Register of Members maintained in the United States of America (all such shares, the “Flex Ordinary Shares”), on the Distribution Record Date (as defined herein) would receive one share of common stock, par value $0.001 per share, of Newco (all such shares, the “Newco Shares”), for each Flex Ordinary Share held by each such holder;

WHEREAS, on the terms and subject to the conditions of this Agreement, if the Merger is consummated, each holder of Newco Shares, as of immediately prior to the consummation of the Merger, would have the right to receive, immediately following the consummation of the Merger, a number of newly issued Nextracker Class A Shares as determined by the Exchange Ratio (as defined herein), for each Newco Share held by such holder;

WHEREAS, the board of directors of Newco (the “Newco Board”) has, among other matters, approved and declared advisable this Agreement and the Merger, and resolved to recommend that FIUI, in its capacity as the sole stockholder of Newco, approve the Merger and adopt this Agreement;

WHEREAS, the board of directors of Nextracker (the “Nextracker Board”) has, among other matters, approved and declared advisable this Agreement and the transactions contemplated by this Agreement (the “Transactions”), including the issuance of newly issued Nextracker Class A Shares to the holders of Newco Shares as consideration in the Merger (the “Issuance”), and resolved to recommend that Newco, in its capacity as the sole stockholder of Nextracker, approve this Agreement and the Transactions, including the Issuance;

WHEREAS, the board of directors of Merger Sub (the “Merger Sub Board”) has, among other matters, approved and declared advisable this Agreement and the Merger, and resolved to recommend that Nextracker, in its capacity as the sole stockholder of Merger Sub, approve the Merger and adopt this Agreement;

WHEREAS, immediately following the execution of this Agreement, each of (i) FIUI, in its capacity as the sole stockholder of Newco, (ii) Newco, in its capacity as the sole stockholder of Nextracker, and (iii) Nextracker, in its capacity as the sole stockholder of Merger Sub, shall execute and deliver, as applicable, the Newco Stockholder Consent, the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent (each as defined herein);

WHEREAS, the Parties acknowledge and agree that a significant interval of time may elapse between the IPO and the consummation of the Merger;

WHEREAS, the Parties intend that, for U.S. federal income tax purposes: (i) the Distribution shall qualify as tax-free under Section 355 of the United States Internal Revenue Code (the “Code”); (ii) this Agreement shall constitute a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury regulations promulgated thereunder (“Treasury Regulations”); and (iii) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code; and

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the other Transaction Documents and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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ARTICLE I

ELECTION NOTICE; PRE-CLOSING DISTRIBUTION OF NEWCO SHARES

1.1 Merger Notice. Pursuant to Section 3.8 of the Separation Agreement, FIUI may exercise the Merger Election Right at any time following the IPO. Accordingly, the Parties hereby agree that Flex, on behalf of FIUI, may exercise the Merger Election Right by delivering a written notice of such election to Nextracker at any time following the IPO (the “Merger Notice”). The Merger Notice shall specify a date for the Closing that is the later of (a) a Business Day that is no less than 30 days from the date of the Merger Notice, and (b) the third Business Day after the satisfaction or, if permissible, waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at such time). The date for the Closing specified in the Merger Notice is referred to herein as the “Merger Notice Closing Date”. Notwithstanding anything to the contrary in this Agreement, at any time prior to the consummation of the Merger, Flex, in its sole and absolute discretion, may rescind the Merger Notice by delivering a written notice of such election to Nextracker. In such event, this Agreement shall remain in full force and effect but the Transactions shall promptly thereafter be abandoned until such time as Flex delivers a subsequent Merger Notice to Nextracker in accordance with this Section 1.1 (which subsequent Merger Notice shall otherwise be treated as the “Merger Notice” for all purposes hereunder). For the avoidance of doubt, any such rescinding of the Merger Notice by Flex shall not terminate this Agreement and shall be independent of the termination provisions set forth in Article VIII.

1.2 Distribution of Newco Shares to Flex Shareholders.

(a) The Distribution. For purposes of this Agreement, the “Distribution” means, if effected by Flex in its sole and absolute discretion, (i) the distribution, including by means of a series of distributions, to the holders of the Flex Ordinary Shares whose names appear on the Branch Register of Members maintained in the United States of America (other than Excluded Shares) on the Distribution Record Date (or at the direction of such holder, to the designated bank, brokerage firm or other nominee on such holder’s behalf) electronically, by direct registration of such Newco Shares in book entry form (each, a “Book Entry Newco Share”), one Newco Share for each Flex Ordinary Share held by each such holder at the Distribution Record Date, or (ii) any other distribution or series of distributions of Newco Shares to the holders of Flex Ordinary Shares whose names appear on the Branch Register of Members maintained in the United States of America as determined by Flex in its sole and absolute discretion. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex shall be entitled to establish the timing of the Distribution Record Date and the Distribution Closing Date at any time prior to the consummation of the Merger and determine whether to effect the Distribution, in each case, in its sole and absolute discretion.

(b) Appointment of Agent. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), (i) Flex shall appoint the then-current transfer agent for the Flex Ordinary Shares (or any other transfer agent selected by Flex in its sole and absolute discretion) to act as agent in connection with the Distribution (the “Agent”) and enter into an agreement with the Agent with respect to the Distribution prior to the Distribution Record Date and (ii) Nextracker shall, in reasonable consultation with Flex, enter into a customary agreement with the Agent as exchange agent for the Issuance and the other matters contemplated by Article IV prior to the Closing Date.

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(c) Tax Consequences. The Parties intend that, for U.S. federal income tax purposes, the Distribution shall qualify as tax-free under Section 355 of the Code. Each Party shall, and shall cause its respective Affiliates to, file all tax returns consistent with, and take no position inconsistent with (whether in audits, tax returns or otherwise), such treatment unless required to do so pursuant to a final “determination” (within the meaning of Section 1313(a) of the Code).

ARTICLE II

THE MERGER

2.1 Closing Date. The closing of the Merger (the “Closing”) shall take place at 9:00 a.m., New York, New York time, by electronic exchange of documents by the Parties, on the date that is (i) the later of (A) the date for the Closing specified in the Merger Notice (for as long as such Merger Notice remains in effect) and (B) the third Business Day after the satisfaction or, if permissible, waiver of all of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, if permissible, waiver of those conditions at such time) or (ii) on such other date as the Parties may agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date.”

2.2 The Closing. On the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the “DGCL”), and in reliance on the representations, warranties and covenants made or given in this Agreement and the other Transaction Documents, the Parties hereby agree that, at the Closing, Merger Sub shall be merged with and into Newco and the separate corporate existence of Merger Sub shall thereupon cease, and Newco shall be the surviving corporation in the Merger under the DGCL (sometimes hereinafter referred to as the “Surviving Corporation”). Upon consummation of the Merger, the Surviving Corporation shall be a wholly owned Subsidiary of Nextracker.

2.3 Effective Time. Concurrently with the Closing, Flex and Nextracker will cause a certificate of merger, in the form attached hereto as Exhibit A (the “Certificate of Merger”), to be executed in accordance with the relevant provisions of the DGCL and duly filed with the Secretary of State of the State of Delaware (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and agreed to by the Parties in writing prior to the filing thereof, being the “Effective Time”) and shall make all other filings or recordings required under the DGCL, if any, to effect the Merger. From and after the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger, and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, the Surviving Corporation shall possess all of the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Newco and Merger Sub, all as provided under the DGCL and the Governing Documents of the Surviving Corporation.

2.4 Closing Deliverables. At or prior to the Closing, the following deliveries shall be made in the following manner:

(a) Flex shall have delivered, on behalf of the Flex Parties, to Nextracker a certificate executed by Flex as to the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b);

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(b) Nextracker shall have delivered, on behalf of the Nextracker Parties, to Flex a certificate executed by Nextracker as to the satisfaction of the conditions set forth in Sections 7.3(a) and 7.3(b);

(c) Flex shall have delivered, or caused to be delivered, to Nextracker resignation letters from (i) all members of the board of directors of Newco and (ii) the officers of Newco, in each case, effective as of the Closing (other than any such members or officers identified by Nextracker in writing to Flex prior to the Closing); and

(d) Flex and Newco shall have received a tax opinion from a nationally recognized tax advisor, dated as of the Closing Date, to the effect that the Distribution will qualify as tax-free under Section 355 of the Code and the Merger will qualify as a tax-free reorganization under Section 368(a) of the Code.

(e) Nextracker shall have received a certificate from Newco, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in Newco is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “U.S. real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the Internal Revenue Service prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2).

2.5 Tax Consequences. The Parties intend that, for U.S. federal income tax purposes, (a) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (b) this Agreement, including any amendments thereto, be, and hereby is, adopted as, a “plan of reorganization” involving the Merger for purposes of Section 354, Section 361 and Section 368 of the Code. Each Party shall, and shall cause its respective Affiliates to, file all tax returns consistent with, and take no position inconsistent with (whether in audits, tax returns or otherwise), such treatment unless required to do so pursuant to a final “determination” (within the meaning of Section 1313(a) of the Code).

ARTICLE III

CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION; DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION

3.1 Certificate of Incorporation. At the Effective Time, the certificate of incorporation of Newco as in effect immediately prior to the Effective Time shall be amended and restated as of the Effective Time to be in the form attached hereto as Exhibit B and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation (the “Charter”), until thereafter duly amended as provided therein or in accordance with the DGCL.

3.2 Bylaws. At the Effective Time, the bylaws of Newco shall be amended and restated in their entirety to read the same as the bylaws of Merger Sub immediately prior to the Effective Time, and as so amended and restated shall be the bylaws of the Surviving Corporation (the “Bylaws”), until thereafter duly amended as provided therein or in accordance with the Charter and the DGCL.

3.3 Directors. The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.

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3.4 Officers. The officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the Bylaws.

ARTICLE IV

EFFECT OF THE MERGER ON CAPITAL STOCK

4.1 Effect on Capital Stock of Newco. At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of Newco or Merger Sub or any other Person:

(a) Treatment of Newco Shares. (i) All of the Newco Shares shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and (ii) Nextracker shall issue new Nextracker Class A Shares to the holders of each Newco Share issued and outstanding immediately prior to the Effective Time, in an amount, on a per Newco Share basis, equal to the quotient of (i) the number of Nextracker Class A Shares held by Newco and its Subsidiaries (including Newco Sub) as of immediately prior to the Effective Time (and assuming for such purposes that all Nextracker OpCo Units and Nextracker Class B Shares held by Newco and its Subsidiaries (including Newco Sub) have been exchanged for Nextracker Class A Shares as of immediately prior to the Effective Time pursuant to and in accordance with the Exchange Agreement) divided by (ii) the number of issued and outstanding Newco Shares as of immediately prior to the Effective Time (such ratio, the “Exchange Ratio,” such consideration, the “Per Share Merger Consideration” and, the aggregate consideration to be issued pursuant to this Section 4.1(a), the “Aggregate Merger Consideration”). For the avoidance of doubt, following the Effective Time, each Newco Share shall not represent economic ownership in the Surviving Corporation and shall instead thereafter represent only the right to receive the Per Share Merger Consideration and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 4.2(d) or any dividends or other distributions pursuant to Section 4.2(b).

(b) Treatment of Merger Sub Shares. At the Effective Time, each share of common stock, par value $0.001 per share, of Merger Sub (all such shares, the “Merger Sub Shares”), issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.

4.2 Payment to Holders of Newco Shares.

(a) Agent; Distribution Procedures. Nextracker shall deposit, or shall cause to be deposited, with the Agent for the benefit of the holders of Newco Shares as of immediately prior to the Effective Time (the “Newco Record Holders”) (i) prior to the Effective Time, evidence of non-certificated newly issued Nextracker Class A Shares in book entry form (“Book Entry Nextracker Class A Shares”), constituting at least the amounts necessary for payment of the Aggregate Merger Consideration, and (ii) as necessary from time to time after the Effective Time, if applicable, any cash and dividends or other distributions with respect to the Nextracker Class A Shares to be issued or to be paid pursuant to Section 4.2(b) and Section 4.2(d), in consideration for the cancellation of Newco Shares that are outstanding

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immediately prior to the Effective Time, deliverable upon due surrender of the Book Entry Newco Shares to the Agent pursuant to the provisions of this Article IV (such cash and evidence of Book Entry Nextracker Class A Shares, together with the amount of any dividends or other distributions payable pursuant to this Article IV with respect thereto, being hereinafter referred to as the “Exchange Fund”). The Agent shall also act as the agent for Newco’s stockholders for the purpose of receiving and holding their Book Entry Newco Shares and shall obtain no rights or interests in the Newco Shares represented thereby. As promptly as practicable after the Effective Time, Nextracker shall cause the Agent to distribute the Aggregate Merger Consideration and cash in the Exchange Fund to the Newco Record Holders in accordance with this Article IV.

(b) Distributions with Respect to Unexchanged Newco Shares. All Nextracker Class A Shares to be issued by Nextracker in connection with the Merger shall be deemed issued and outstanding as of the Effective Time and whenever a dividend or other distribution has been declared by Nextracker in respect of Nextracker Class A Shares, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all Per Share Merger Consideration issuable pursuant to this Agreement. No dividends or other distributions in respect of the Nextracker Class A Shares shall be paid to any holder of any Newco Share until such Book Entry Newco Share is surrendered for exchange in accordance with this Article IV. Subject to the effect of applicable Law, following surrender of any such Book Entry Newco Share that has been converted into the right to receive the Per Share Merger Consideration, there shall be issued or paid to the holder of the Book Entry Nextracker Class A Shares issued in exchange therefor, without interest, (i) at the time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Nextracker Class A Shares and not paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such whole Nextracker Class A Shares with a record date after the Effective Time but with a payment date subsequent to surrender of any such Book Entry Newco Share.

(c) Transfers. From and after the Distribution Closing, there shall be no transfers on the stock transfer books of Newco of the Newco Shares that were outstanding immediately following the Distribution Closing. From and after the Effective Time, there shall be no transfers on the stock transfer books of Newco of the Newco Shares that were outstanding immediately prior to the Effective Time.

(d) Fractional Shares. No fractional Nextracker Class A Shares will be distributed or credited to book entry accounts in connection with the Merger, and any such fractional share to which a Newco Record Holder would otherwise be entitled shall not entitle such Newco Record Holder to dividends, voting rights or any other rights as a stockholder of Nextracker in respect of such fractional share. In lieu of any such fractional shares, each Newco Record Holder who, but for the provisions of this Section 4.2(d), would be entitled to receive a fractional share of a Nextracker Class A Share in connection with the Merger, shall be paid cash, without any interest thereon, as hereinafter provided. As soon as practicable after the Effective Time, Nextracker shall direct the Agent to determine the number of whole and fractional Nextracker Class A Shares allocable to each Newco Record Holder, to aggregate all such fractional shares into whole shares, and to sell the whole shares obtained thereby in the open market at the then-prevailing prices on behalf of each Newco Record Holder who otherwise would be entitled to receive fractional shares (with the Agent, in its sole and absolute discretion, determining when, how and through which broker-dealer and at what price to make

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such sales), and to cause to be distributed to each such Newco Record Holder, in lieu of any fractional share, such Newco Record Holder’s or owner’s ratable share of the total proceeds of such sale, after deducting any Taxes required to be withheld and applicable transfer Taxes, and after deducting the costs and expenses of such sale and distribution, including brokers’ fees and commissions. None of the Parties or the Agent will be required to guarantee any minimum sale price for the fractional Nextracker Class A Shares sold in accordance with this Section 4.2(d). None of the Parties or the Agent will be required to pay any interest on the proceeds from the sale of fractional shares. Neither the Agent nor the broker-dealers through which the aggregated fractional shares are sold shall be Affiliates of the Parties. Solely for purposes of computing fractional shares pursuant to this Section 4.2(d), the beneficial owner of Nextracker Class A Shares held of record in the name of a nominee in any nominee account shall be treated as the Newco Record Holder with respect to such shares.

(e) Termination of Exchange Fund. Any portion of the Exchange Fund (including Nextracker Class A Shares) that remains unclaimed by the stockholders of Newco for 12 months after the Effective Time shall be delivered to Nextracker. Any holder of Newco Shares who has not theretofore complied with this Article IV shall thereafter look only to Nextracker for delivery of any Per Share Merger Consideration (and to the extent applicable, cash in lieu of fractional shares pursuant to Section 4.2(d) or any dividends or other distributions pursuant to Section 4.2(b)), payable or issuable pursuant to Section 4.1 and Section 4.2 upon due surrender of their Book Entry Newco Shares, in each case, without interest. Notwithstanding the foregoing, none of the Surviving Corporation, Nextracker, Flex, the Agent or any other Person shall be liable to any former holder of Newco Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar applicable Laws. Any portion of the Exchange Fund which remains undistributed to the holders of Newco Shares immediately prior to the time at which the Exchange Fund would otherwise escheat to, or become property of, any Governmental Entity, shall, to the extent permitted by applicable Law, become the property of Nextracker, free and clear of all claims or interest of any Person previously entitled thereto.

4.3 Appraisal Rights. In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of Newco Shares in connection with the Merger.

4.4 Adjustments. Notwithstanding anything to the contrary in this Agreement, if, between the date hereof and the Effective Time, the issued and outstanding Newco Shares or securities convertible or exchangeable into or exercisable for Newco Shares or the issued and outstanding Nextracker Class A Shares or securities convertible or exchangeable into or exercisable for Nextracker Class A Shares, shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), stock dividend or distribution, extraordinary cash dividend, recapitalization, reorganization, combination, merger, issuer tender or exchange offer, or other similar transaction (other than, in the case of Newco Shares, in connection with or to effect the Distribution), then the Per Share Merger Consideration and the Aggregate Merger Consideration shall be equitably adjusted, without duplication, to proportionally reflect such change and as so adjusted shall, from and after the date of such event, be the Per Share Merger Consideration and the Aggregate Merger Consideration, respectively.

4.5 Withholding Rights. Flex, Newco, Nextracker, Merger Sub and their respective Affiliates and agents (including the Agent), shall be entitled to deduct and withhold from any amounts otherwise required to be paid pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Code or any provision of state, local or foreign

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tax law, and shall properly remit, or cause to be remitted, such amounts to the relevant Governmental Entity. Any deducted or withheld amounts that are properly remitted to the relevant Governmental Entity shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Flex Parties. Flex represents and warrants to the Nextracker Parties that:

(a) Organization; Good Standing; Qualification. Flex is a company duly incorporated and validly existing under the laws of Singapore and Newco is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Flex Party (i) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected to (x) prevent, materially impair or materially delay the ability of such Party to perform its obligations under this Agreement or the other Transaction Documents or prevent, materially impair or materially delay the consummation of the transactions contemplated hereby and thereby (a “Material Adverse Effect”) or (y) solely with respect to Newco, result in a material liability to the Surviving Corporation.

(b) Authorization of Transaction Documents.

(i) Each Flex Party has all requisite corporate power and authority, subject only to obtaining the approval of the Distribution (and any other Transaction or this Agreement as required by applicable Law or Flex’s Governing Documents) by the holders of the Flex Ordinary Shares at a meeting of Flex’s shareholders called and held for such purpose (the “Flex Shareholder Approval”) and the Newco Stockholder Consent, as applicable, and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it, or they, is, are, or shall be, a party, and to consummate the transactions contemplated hereby and thereby (other than with respect to the Distribution (if consummated), which Flex shall have taken all necessary corporate action to consummate as of the Distribution Closing).

(ii) The Newco Board has (1) determined that this Agreement and the Merger are fair to and in the best interests of Newco and its stockholders, (2) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that FIUI, as the sole stockholder of Newco, approve the Merger and adopt this Agreement, and (4) approved and declared advisable the other Transaction Documents to which Newco is a party. Other than the Newco Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Newco is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

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(c) Execution of Transaction Documents. This Agreement has been duly executed and delivered by each Flex Party, and each other Transaction Document to which each Flex Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such Flex Party.

(d) Enforceability of Transaction Documents. Assuming that this Agreement and each of the Transaction Documents to which any Flex Party is a party is the valid and binding obligation of each Nextracker Party or other counterparty thereto, this Agreement constitutes and each other Transaction Document shall constitute, the valid, legal and binding obligation of each Flex Party that is party to each such agreement, enforceable against each such Flex Party in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Remedies Exception”).

(e) Non-Contravention. The execution and delivery by any Flex Party of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the Flex Shareholder Approval and the Newco Stockholder Consent, as applicable: (i) conflict with any requirement of its Governing Documents; (ii) assuming compliance with the matters referred to in Section 5.1(f), result in a violation or breach of any applicable Law by which it is bound or to which any of its properties is subject; or (iii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of such Flex Party or any of its Subsidiaries pursuant to any Contract binding upon such Flex Party or any of its Subsidiaries or result in any change in the rights or obligations of any party under any Contract binding upon such Flex Party or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), as would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Newco, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(f) Consents. No consent, license, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Entity or other third party is required by or of any Flex Party or any Subsidiary of any Flex Party in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document to which any such Flex Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) any such consent, license, approval, authorization, filing, notice or act that has been obtained, made or taken, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) compliance with any applicable requirements of the Exchange Act, the Securities Act, and any other applicable state or federal securities applicable Laws, (iv) compliance with the rules and regulations of the Nasdaq Stock Market (the “NASDAQ”), (v) the filing with the SEC and mailing of the Proxy/Prospectus (or such other filings as may be necessary under federal securities applicable Laws, including, if applicable, the filing with the SEC and effectiveness of the Form 10 Registration Statement), and (vi) where the failure to obtain such consent, license, approval or authorization or make such filing or take such act would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Newco, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

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(g) Newco. As of the date hereof, the authorized capital stock of Newco consists of 100 Newco Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights, and, as of the Closing Date, the authorized capital stock of Newco shall consist of a number of Newco Shares as determined by Flex in its sole and absolute discretion to effect the Distribution (which will be when issued duly authorized and validly issued, fully paid and nonassessable and not subject to preemptive rights). As of the date hereof, all Newco Shares are owned by FIUI, and prior to the Distribution Closing will be, owned by FIUI (or a Subsidiary thereof), free and clear of any Lien, and there are and as of the Closing there will be no other equity interests authorized, issued or outstanding in Newco. There are and as of the Closing there will be no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Newco to issue or sell any shares of capital stock or other securities of Newco or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Newco, and no securities or obligations evidencing such rights are or as of the Closing will be authorized, issued or outstanding. Newco does not have and as of the Closing will not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Newco on any matter. As of the Effective Time, each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), including directly or indirectly holding any interest in any Subsidiary thereof holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the Tax Matters Agreement and pursuant to this Agreement and the Transactions.

(h) Takeover Statutes. No “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar anti-takeover statute or regulation that purports to limit or restrict business combinations (each, a “Takeover Statute”) or any anti-takeover provision in Flex’s or Newco’s Governing Documents applies to this Agreement or the Transactions.

(i) No Brokers. No agent, broker, investment banker, or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by Flex or any of its Subsidiaries directly or indirectly in connection with the Transactions.

(j) Information Supplied. None of the information supplied or to be supplied by or on behalf of the Flex Parties for inclusion or incorporation by reference in the S-4 Registration Statement will, at the time the S-4 Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by the Flex Parties with respect to information or statements made or incorporated by reference in the Proxy/Prospectus or the S-4 Registration Statement or based on information regarding Nextracker or its Affiliates supplied by or on behalf of Nextracker for inclusion or incorporation by reference therein.

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5.2 Representations and Warranties of the Nextracker Parties. Nextracker represents and warrants to the Flex Parties that:

(a) Organization; Good Standing; Qualification. Each Nextracker Party is duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Nextracker Party (i) has the requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (ii) is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(b) Authorization of Transaction Documents.

(i) Each Nextracker Party has all requisite corporate power and authority, subject only to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable, and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and each Transaction Document to which it, or they, is, are, or shall be, a party, and to consummate the transactions contemplated hereby and thereby.

(ii) The Nextracker Board has (1) determined that this Agreement and the Transactions are in the best interests of Nextracker and its stockholders, (2) approved and declared advisable this Agreement, the Issuance and the other Transactions, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Newco, as the sole stockholder of Nextracker, approve this Agreement and the Transactions, including the Issuance, and (4) approved and declared advisable the other Transaction Documents to which Nextracker is a party. Other than the Nextracker Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Nextracker is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

(iii) The Merger Sub Board has (1) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its stockholders, (2) approved and declared advisable this Agreement and the Merger, on the terms and subject to the conditions of this Agreement, (3) resolved to recommend that Nextracker, as the sole stockholder of Merger Sub, approve the Merger and adopt this Agreement, and (4) approved and declared advisable the other Transaction Documents to which Merger Sub is a party. Other than the Merger Sub Stockholder Consent, no vote or consent of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby.

(c) Execution of Transaction Documents. This Agreement has been duly executed and delivered by each Nextracker Party, and each other Transaction Document to which Nextracker Party is a party, when delivered by it in accordance herewith, shall have been duly executed and delivered by such Nextracker Party.

(d) Enforceability of Transaction Documents. Assuming that this Agreement and each of the Transaction Documents to which any Nextracker Party is a party is the valid and binding obligation of each Flex Party or other counterparty thereto, this Agreement constitutes and each other Transaction Document shall constitute, the valid, legal and binding obligation of each Nextracker Party that is party to each such agreement, enforceable against each such Nextracker Party in accordance with its terms, subject to the Remedies Exception.

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(e) Non-Contravention. The execution and delivery by any Nextracker Party of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not, subject to obtaining the Nextracker Stockholder Consent and the Merger Sub Stockholder Consent, as applicable: (i) conflict with any requirement of its Governing Documents; (ii) assuming compliance with the matters referred to in Section 5.2(f), result in a violation or breach of any applicable Law by which it is bound or to which any of its properties is subject; or (iii) with or without notice, lapse of time or both, result in a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the assets of such Nextracker Party or any of its Subsidiaries pursuant to any Contract binding upon such Nextracker Party or any of its Subsidiaries or result in any change in the rights or obligations of any party under any Contract binding upon such Nextracker Party or any of its Subsidiaries, except, in the case of clauses (ii) and (iii), as would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(f) Consents. No consent, license, approval or authorization of, filing with, notice to or other act by or in respect of, any Governmental Entity or other third party is required by or of any Nextracker Party or any Subsidiary of any Nextracker Party in connection with the execution, delivery, performance, validity or enforceability of any Transaction Document to which any such Nextracker Party is a party or the consummation of the transactions contemplated hereby and thereby, except (i) any such consent, license, approval, authorization, filing, notice or act that has been obtained, made or taken, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) compliance with any applicable requirements of the Exchange Act, the Securities Act, and any other applicable state or federal securities applicable Laws, (iv) compliance with the rules and regulations of the NASDAQ (including with respect to the listing of Nextracker Class A Shares to be issued pursuant to the Issuance), (v) the filing with the SEC and effectiveness of the S-4 Registration Statement (or such other filings as may be necessary under federal securities applicable Laws), and (vi) where the failure to obtain such consent, license, approval or authorization or make such filing or take such act would not reasonably be expected (x) to have, individually or in the aggregate, a Material Adverse Effect or (y) solely with respect to Merger Sub, to result, individually or in the aggregate, in a material liability to the Surviving Corporation.

(g) Nextracker Class A Shares. All of the Nextracker Class A Shares are, and will be when issued in accordance with this Agreement, duly authorized and validly issued, fully paid and nonassessable and not subject to preemptive rights. Each Nextracker Class A Share issued pursuant to this Agreement will be issued free and clear of any Lien and in compliance with all applicable Law and the Governing Documents of Nextracker and without contravention of any other Person’s rights therein or with respect thereto.

(h) Merger Sub. The authorized capital stock of Merger Sub consists of 100 Merger Sub Shares, all of which are duly authorized and are validly issued, fully paid and nonassessable and not subject to preemptive rights. All of the Merger Sub Shares are, and at the Effective Time will be, owned directly by Nextracker, free and clear of any Lien, and there are and as of the Closing there will be no other equity interests authorized, issued or outstanding in Merger Sub. There are and as of the Closing there will be no preemptive or other outstanding

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rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Merger Sub to issue or sell any shares of capital stock or other securities of Merger Sub or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Merger Sub, and no securities or obligations evidencing such rights are or as of the Closing will be authorized, issued or outstanding. Merger Sub does not have and as of the Closing will not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of Merger Sub on any matter. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Transactions.

(i) Takeover Statutes. No Takeover Statute or any anti-takeover provision in Nextracker’s or Merger Sub’s Governing Documents applies to this Agreement or the Transactions.

(j) No Brokers. No agent, broker, investment banker, or other Person is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee payable by Nextracker or any of its Subsidiaries directly or indirectly in connection with the Transactions.

(k) Information Supplied. None of the information supplied or to be supplied by or on behalf of the Nextracker Parties for inclusion or incorporation by reference in the Proxy/Prospectus will, at the date the Proxy/Prospectus is mailed to the shareholders of Flex or at the time of the Flex Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation or warranty is made by the Nextracker Parties with respect to information or statements made or incorporated by reference in the Proxy/Prospectus or the S-4 Registration Statement or based on information regarding Flex or its Affiliates supplied by or on behalf of Flex for inclusion or incorporation by reference therein.

ARTICLE VI

COVENANTS

6.1 Newco Stockholder Consent. Immediately after the execution of this Agreement, FIUI shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Newco, a written consent approving the Merger and adopting this Agreement (the “Newco Stockholder Consent”). The Newco Stockholder Consent shall not be modified or rescinded.

6.2 Nextracker Stockholder Consent. Immediately after the execution of this Agreement, Newco shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Nextracker, a written consent approving this Agreement and the Transactions, including the Issuance (the “Nextracker Stockholder Consent”). The Nextracker Stockholder Consent shall not be modified or rescinded.

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6.3 Merger Sub Stockholder Consent. Immediately after the execution of this Agreement, Nextracker shall execute and deliver, in accordance with applicable Law and its Governing Documents, in its capacity as the sole stockholder of Merger Sub, a written consent approving the Merger and adopting this Agreement (the “Merger Sub Stockholder Consent”). The Merger Sub Stockholder Consent shall not be modified or rescinded.

6.4 Conduct of Nextracker. Nextracker shall not, and shall cause its Subsidiaries (including Merger Sub) not to, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, impair or delay the ability of any of the Parties to consummate the Merger and the other Transactions as promptly as reasonably practicable after delivery of the Merger Notice and in any event by the Merger Notice Closing Date specified therein (for as long as such Merger Notice remains in effect).

6.5 Consents and Authorizations. On the terms and subject to the conditions of this Agreement, the Nextracker Parties and the Flex Parties shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and applicable Law to consummate and make effective the Transactions as promptly as reasonably practicable after delivery of the Merger Notice and in any event by the Merger Notice Closing Date specified therein (for as long as such Merger Notice remains in effect), including preparing and filing as promptly as reasonably practicable thereafter all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as reasonably practicable thereafter all Consents, registrations, approvals and permits necessary or advisable to be obtained from any Governmental Entity or other third party with respect to the Transactions.

6.6 Status. From and after delivery of the Merger Notice (for as long as such Merger Notice remains in effect), subject to applicable Law and as otherwise required by any Governmental Entity, Flex and Nextracker each shall keep the other reasonably apprised of the status of matters relating to completion of the Transactions, including promptly furnishing the other with copies of notices or other communications received by Flex or Nextracker, as applicable, or any of its Subsidiaries, from any Governmental Entity or other third party with respect to the Transactions.

6.7 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Parties may reasonably request as necessary or advisable to carry out the intent and accomplish the purposes of this Agreement and the Transactions.

6.8 Proxy Statement; Registration Statement.

(a) Promptly after delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex and Nextracker shall prepare, and Flex shall file with the SEC, a proxy statement with respect to the Flex Shareholders Meeting (which proxy statement may be combined, in Flex’s sole and absolute discretion, with the proxy statement for any annual general meeting of Flex) and a prospectus that Nextracker will use to offer the Nextracker Class A Shares to be issued in the Issuance (such proxy statement and prospectus, together with all amendments and supplements thereto, the “Proxy/Prospectus”), and Flex and Nextracker shall prepare, and Nextracker shall file with the SEC, a registration statement on Form S-4 pursuant to which the offer and sale of Nextracker Class A Shares to be issued in the Issuance will be

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registered pursuant to the Securities Act and which will include the Proxy/Prospectus as a part thereof (such registration statement, together with all amendments and supplements thereto, the “S-4 Registration Statement”). After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex and Nextracker each shall use its reasonable best efforts to respond promptly to comments from the SEC and have the S-4 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing, to maintain such effectiveness for as long as necessary to consummate the Merger and the other Transactions, and Flex shall promptly thereafter mail the Proxy/Prospectus to the shareholders of Flex. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Nextracker shall also use its reasonable best efforts to satisfy, prior to the effective date of the S-4 Registration Statement, all necessary state securities applicable Laws or “blue sky” notice requirements to consummate the Transactions.

(b) After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), each of Flex and Nextracker shall promptly notify the other of the receipt of all comments from the SEC and of any request by the SEC for any amendment or supplement to the Proxy/Prospectus or S-4 Registration Statement or for additional information and shall promptly provide to the other copies of all correspondence between it or any of its Representatives and the SEC with respect to the Proxy/Prospectus or S-4 Registration Statement. During such period of time, (i) Nextracker shall advise Flex, promptly after receipt of notice thereof, of the time of effectiveness of the S-4 Registration Statement and the issuance of any stop order relating thereto or the suspension of the qualification of Nextracker Class A Shares for offering or sale in any jurisdiction, and each of Flex and Nextracker shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated, (ii) Flex shall advise Nextracker, promptly after receipt of notice thereof, of the time of clearance of the Proxy/Prospectus and any order relating thereto, and each of Flex and Nextracker shall use its reasonable best efforts to have any such order lifted, reversed or otherwise terminated, and (iii) Flex will cause the Proxy/Prospectus, and Nextracker will cause the S-4 Registration Statement, to comply as to form in all material respects with the applicable provisions of the Securities Act.

(c) After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), each of Flex and Nextracker will provide their respective legal counsel with a reasonable opportunity to review and comment on drafts of the Proxy/Prospectus, the S-4 Registration Statement and other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the other Transactions prior to filing such documents with the applicable Governmental Entity and mailing the applicable documents to Flex’s shareholders. Each Party will include in the Proxy/Prospectus, the S-4 Registration Statement and such other documents related to the Flex Shareholders Meeting, the Merger, the Issuance, the Distribution and the other Transactions comments reasonably and promptly proposed by the other Party or its legal counsel and each agrees that all information relating to Flex and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Flex, acting reasonably, and all information relating to Nextracker and its Subsidiaries included in the Proxy/Prospectus and the S-4 Registration Statement shall be in form and content satisfactory to Nextracker, acting reasonably.

(d) If at any time prior to the Distribution Closing, Flex determines in its sole and absolute discretion that the Newco Shares to be issued in the Distribution are required by applicable Law to be registered on a registration statement on Form 10 (such registration statement, together with all amendments and supplements thereto, the “Form 10 Registration

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Statement”), Flex shall thereafter notify Nextracker of such determination and, following such notice, the covenants and representations of the Parties herein applicable to the Proxy/Prospectus shall apply to such Form 10 Registration Statement mutatis mutandis; provided, that Flex may, following such notice, determine in its sole and absolute discretion that a Form 10 Registration Statement is not so required and upon notice to Nextracker the obligations herein with respect thereto shall be of no further force and effect (unless otherwise subsequently determined by Flex in its sole and absolute discretion upon notice to Nextracker).

(e) Flex shall bear all of the costs and expenses in connection with the Proxy/Prospectus and the actions contemplated hereby with respect hereto and Nextracker shall bear all of the costs and expenses in connection with the S-4 Registration Statement and the actions contemplated hereby with respect hereto.

6.9 Flex Shareholders Meeting. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Flex shall use its reasonable best efforts to, in accordance with applicable Law and its Governing Documents, convene and hold (in person and/or virtually, in accordance with applicable Law and its Governing Documents), following the clearance of the Proxy/Prospectus and the S-4 Registration Statement having been declared effective by the SEC, a meeting of the shareholders of Flex (which meeting may, in Flex’s sole and absolute discretion, be an annual general meeting of Flex) to consider and vote upon the Distribution (the “Flex Shareholders Meeting”) and to cause such vote to be taken; provided that Flex may adjourn or postpone the Flex Shareholders Meeting to any date or, as the case may be, may adjourn the Flex Shareholders Meeting sine die, in each case, as determined by Flex in its sole and absolute discretion.

6.10 Newco Capital Stock. Through the Effective Time, Flex and Newco may take any actions necessary to provide that the number of issued and outstanding Newco Shares as of immediately prior to the Effective Time shall equal the number of issued and outstanding Flex Ordinary Shares (other than the Excluded Shares) at the Distribution Record Date, or any other number of issued and outstanding Newco Shares as otherwise determined by Flex in its sole and absolute discretion to effect the Distribution.

6.11 Newco Assets and Liabilities. Prior to the Distribution Closing, Flex shall, or shall cause its Subsidiaries to, take all actions necessary such that, as of the Effective Time, each of Newco and its Subsidiaries (including Newco Sub) will have no, assets, liabilities or obligations of any nature, other than those incident to its formation, directly or indirectly holding Nextracker OpCo Units or Nextracker Class B Shares (and any matters relating or incident thereto), any liabilities allocated to Newco and its Subsidiaries pursuant to the Tax Matters Agreement and pursuant to this Agreement.

6.12 Stock Exchange Listing. After delivery of the Merger Notice (for as long as such Merger Notice remains in effect), Nextracker shall use its reasonable best efforts to cause the Nextracker Class A Shares to be issued in the Issuance to be approved for listing on the NASDAQ prior to the Closing Date.

6.13 Takeover Statutes. If any Takeover Statute becomes or is deemed to be applicable to the Parties, the Merger or any of the other Transactions, then the Parties shall take all actions required to render such Takeover Statute inapplicable to the foregoing.

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6.14 Transaction Litigation. Nextracker shall promptly advise Flex of any Action commenced against Nextracker or any of its directors or officers, in their capacity as such, by any stockholder of Nextracker (on their own behalf or on behalf of Nextracker) relating to this Agreement or the Transactions, and shall keep Flex informed on a reasonably current basis regarding any such Action. Nextracker shall (a) provide Flex with the opportunity to participate, at Flex’s expense and subject to a customary joint defense agreement, in the defense and settlement of any such Action, (b) provide Flex with the opportunity to consult with Nextracker regarding the defense of any such Action, which advice Nextracker shall consider in good faith, and (c) not settle any such Action without the prior written consent of Flex.

6.15 Tax Matters Agreement. Flex, Newco and Nextracker shall enter into the Tax Matters Agreement effective as of immediately prior to the Distribution (if consummated). Notwithstanding anything to the contrary in this Agreement, all Tax matters, including the preservation of Tax records and access to Tax information, and any liability for Taxes shall be handled exclusively in accordance with the provisions of the Tax Matters Agreement.

ARTICLE VII

CONDITIONS TO CLOSING

7.1 Mutual Conditions to Closing. The respective obligations of each Party to consummate the Merger are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived in whole or in part by all of the Parties to the extent permitted by applicable Law):

(a) Merger Notice. Flex shall have delivered the Merger Notice and such Merger Notice shall not have been rescinded by Flex.

(b) Registration Statements. The S-4 Registration Statement shall have become effective under the Securities Act and, if applicable, the Form 10 Registration Statement shall have become effective under the Exchange Act. No stop order suspending the effectiveness of the S-4 Registration Statement, and, if applicable, the Form 10 Registration Statement, shall have been issued (and not rescinded), and no proceedings for that purpose shall be pending before the SEC.

(c) No Order. No Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, stipulation, decree, order or award (whether temporary, preliminary or permanent) which is then in effect and has the effect of restraining, enjoining or otherwise making the Merger illegal or otherwise prohibiting or preventing consummation of the Merger or the other Transactions.

(d) Distribution. The Distribution shall have been completed.

7.2 Conditions Precedent to Obligations of the Nextracker Parties. The obligations of the Nextracker Parties to consummate the Merger are further subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Nextracker on behalf of the Nextracker Parties in whole or in part to the extent permitted by applicable Law):

(a) Representations and Warranties. Each of the representations and warranties of the Flex Parties set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except for any failures of such representations and warranties to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(b) Agreements and Covenants. Each of the Flex Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Closing Deliveries. Nextracker shall have received each of the deliveries set forth in Section 2.4 required to be delivered to any of the Nextracker Parties.

7.3 Conditions Precedent to Obligations of the Flex Parties. The obligations of the Flex Parties to consummate the Merger are further subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Flex on behalf of the Flex Parties in whole or in part to the extent permitted by applicable Law):

(a) Representations and Warranties. Each of the representations and warranties of the Nextracker Parties set forth in Article V shall be true and correct as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except for any failures of such representations and warranties to be so true and correct as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Agreements and Covenants. Each of the Nextracker Parties shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c) Flex Shareholder Approval. The Flex Shareholder Approval shall have been obtained.

(d) Exchange Listing. Nextracker shall have filed with the NASDAQ a notification form for the listing of all Nextracker Class A Shares to be issued in the Issuance, and the NASDAQ shall not have objected to the listing of such Nextracker Class A Shares.

(e) Closing Deliveries. Flex shall have received each of the deliveries set forth in Section 2.4 required to be delivered to any of the Flex Parties.

7.4 Frustration of Closing Conditions. No Party may rely on the failure of any condition set forth in this Article VII to be satisfied to excuse such Party’s obligation to effect the Closing if such failure was caused by such Party’s breach of a covenant, agreement, representation or warranty of this Agreement by such Party.

ARTICLE VIII

TERMINATION

8.1 Termination of Agreement. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Closing as follows:

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(a) by Flex in its sole and absolute discretion (including, for the avoidance of doubt, whether before or after the effectiveness of the S-4 Registration Statement or receipt of the Flex Shareholder Approval);

(b) by mutual written consent of Flex and Nextracker;

(c) by Nextracker if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, injunction, stipulation, decree, order or award (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of restraining, enjoining or otherwise making the Merger illegal or otherwise prohibiting or preventing consummation of the Merger or the other Transactions; provided, that the right to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to Nextracker if it has breached in any material respect its obligations under this Agreement in any manner that shall have proximately caused or resulted in the failure of a condition to the consummation of the Merger or the other Transactions; or

(d) by Nextracker if there has been a breach of any representation, warranty, covenant or agreement made by any of the Flex Parties in this Agreement, or any such representation and warranty shall have become untrue after the date hereof, such that Section 7.2(a) or Section 7.2(b) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of 30 days after written notice thereof is given by Nextracker to Flex.

8.2 Procedure Upon Termination. In the event of termination by Flex or Nextracker, or both, pursuant to Section 8.1, written notice thereof shall forthwith be given to the other Party, and this Agreement shall terminate, and the Merger and the other Transactions shall be abandoned, without further action by Flex or Nextracker.

8.3 Effect of Termination.

(a) In the event that this Agreement is validly terminated in accordance with Sections 8.1 and 8.2, then each of the Parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the other Parties, and each Transaction Document shall be deemed null and void ab initio; provided, that the obligations of the Parties set forth in this Section 8.3 and Article IX shall survive any such termination and shall be enforceable hereunder.

(b) Nothing in this Section 8.3 shall relieve any of the Parties of any liability for any willful and material breach of this Agreement or any Transaction Document (to the extent entered into prior to the date of termination) prior to the date of termination. The damages recoverable by the non-breaching Party shall include all attorneys’ fees reasonably incurred by such Party in connection with the Transactions.

ARTICLE IX

MISCELLANEOUS

9.1 Entire Agreement; Construction. This Agreement, including the Exhibits, and the Transaction Documents, along with the Separation Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such

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subject matter. In the event and to the extent that there shall be a conflict between (a) the provisions of this Agreement and the provisions of any other Transaction Document, such Transaction Document shall control, and (b) the provisions of this Agreement and the provisions of the Separation Agreement, the Separation Agreement shall control.

9.2 Transaction Documents. Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Transaction Documents and the Separation Agreement.

9.3 Counterparts. This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to each of the Parties.

9.4 Survival. This Article IX and those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing shall survive the consummation of the Merger. All other representations, warranties, covenants and agreements in this Agreement shall not survive the consummation of the Merger.

9.5 Expenses. Except as otherwise expressly provided in this Agreement or in another Transaction Document, or as otherwise agreed to in writing by the Parties, Flex shall bear all of the costs and expenses in connection with the preparation, negotiation and execution of this Agreement and the other Transaction Documents and the consummation of the Merger.

9.6 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.6):

If to Flex or, prior to the Closing, to Newco:

Flex Ltd.

6201 America Center Dr

San Jose, CA 95002

Attention: General Counsel

E-mail: general.counsel@flex.com

With copy to: richard.riecker@flex.com

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

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention: Sharon R. Flanagan

Samir A. Gandhi

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E-mail: sflanagan@sidley.com

sgandhi@sidley.com

If to Nextracker or Merger Sub, or, following the Closing, to Newco:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Attention: General Counsel

E-mail: lschlesinger@nextracker.com

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

Sidley Austin LLP

1001 Page Mill Road, Building

Palo Alto, California 94304

Attention:     Sharon R. Flanagan

    Samir A. Gandhi

E-mail:          sflanagan@sidley.com

    sgandhi@sidley.com

9.7 Waiver. Any consent required or permitted to be given by any Party to each other Party under this Agreement shall be in writing and signed by the Party giving such consent and shall be effective only against such Party (and its Affiliates).

9.8 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Parties, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void.

9.9 Successors and Assigns. The provisions of this Agreement and the obligations and rights hereunder shall be binding upon, inure to the benefit of and be enforceable by (and against) the Parties and their respective successors and permitted assigns.

9.10 Amendment. This Agreement may not be modified or amended except by an agreement in writing signed by Flex and Nextracker.

9.11 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary of such Party or by any entity that becomes a Subsidiary of such Party at and after the Effective Time, to the extent such Subsidiary remains a Subsidiary of the applicable Party.

9.12 Third-Party Beneficiaries. Except as specifically provided in this Agreement or in any Transaction Document, this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

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9.13 Title and Headings. Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

9.14 Governing Law; Submission to Jurisdiction.

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

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

9.15 Dispute Negotiation. In the event of a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or any other Transaction Document or otherwise arising out of, or in any way related to, this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, including any Action based on contract, tort, statute or constitution (collectively, “Disputes”), the general counsels of Flex and Nextracker

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(or such other individuals designated by the respective general counsels) and/or the executive officers designated by Flex and Nextracker shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed 30 days from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”) and settlement of such Dispute pursuant to this Section 9.15 shall be confidential, and no written or oral statements or offers made by the Parties during such settlement negotiations shall be admissible for any purpose in any subsequent proceedings; provided further, the Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Dispute Notice, and any contractual time period or deadline under this Agreement or any other Transaction Document to which such Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Dispute has been resolved. Unless otherwise agreed to in writing, the Parties shall, and shall cause the respective Affiliates to, continue to honor all commitments under this Agreement and each other Transaction Document to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Section 9.15 unless such commitments are the specific subject of the Dispute at issue.

9.16 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any other Transaction Document, the Parties agree that the Party or Parties to this Agreement or such Transaction Document who are or are to be thereby aggrieved shall, subject and pursuant to the terms of Section 9.15 (including for the avoidance of doubt, after compliance with all notice and negotiation provisions therein), have the right to specific performance and injunctive or other equitable relief of its or their rights under this Agreement or such Transaction Document, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach of this Agreement or any other Transaction Document, including monetary damages, are inadequate compensation for any monetary loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

9.17 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

9.18 Public Announcement. Flex and Nextracker shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the Transactions, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange; (b) for disclosures contained in any public statement made by Flex prior to the date hereof; or (c) as may pertain to disputes between one Party or its Affiliates, on the one hand, and the other Party or its Affiliates, on the other.

9.19 Interpretation. The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting or causing any instrument to be drafted.

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9.20 No Waiver. No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder or under the other Transaction Documents shall operate as a waiver hereof or thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

9.21 Advisors. It is acknowledged and agreed by each of the Parties that Flex, on behalf of itself and its Affiliates, has retained each of Sidley Austin LLP, Allen & Gledhill LLP and Richards, Layton & Finger, P.A. to act as counsel in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and that such Persons have not acted as counsel for any of Nextracker or its Affiliates in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and that none of Nextracker or its Affiliates has the status of a client of such Persons listed for conflict of interest or any other purposes as a result thereof. Nextracker hereby agrees, on behalf of itself and its Affiliates that, in the event that a dispute arises in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby between the Parties or any of their respective Affiliates, each of the foregoing Persons may represent Flex and its Affiliates in such dispute even though the interests of Flex and its Affiliates may be directly adverse to those of Nextracker and its Affiliates. Nextracker further agrees, on behalf of itself and is Affiliates that, with respect to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, the attorney-client privilege and the expectation of client confidence belongs to Flex or the applicable Affiliate of Flex and may be controlled by Flex or such Affiliate and shall not pass to or be claimed by Nextracker or any of its Affiliates. Without limiting the foregoing, Nextracker acknowledges and agrees that each of Sidley Austin LLP, Allen & Gledhill LLP and Richards, Layton & Finger, P.A. is representing Flex, and not Nextracker in connection with the Transactions.

9.22 No Recourse. Notwithstanding anything to the contrary, except to the extent otherwise expressly set forth herein or in the case of fraud, and in all cases upon the terms and subject to the conditions of, and limitations herein, this Agreement or any other Transaction Document may only be enforced against, and any claim or cause of action of any kind based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement or any other Transaction Document, may only be brought against the entities that are expressly named as parties hereto or thereto and then only with respect to the specific obligations set forth herein or therein with respect to such party. Without limiting the foregoing sentence and notwithstanding anything that may be expressed or implied in this Agreement or in any other Transaction Document, except in the case of fraud, each party hereto or thereto, by its acceptance of the benefits of this Agreement or other Transaction Document, covenants, agrees and acknowledges that no Persons other than the parties named herein or therein shall have any obligation hereunder and that it has no rights of recovery hereunder against, and no recourse hereunder or in respect of any oral representations made or alleged to be made in connection herewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative or employee of any party (or any of their successors or permitted assignees), against any former, current, or future general or limited partner, manager, stockholder or member of any party (or any of their successors or permitted assignees) or any Affiliate thereof or against any former,

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current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator, controlling Person, fiduciary, representative, general or limited partner, stockholder, manager, member or lenders, of any of the foregoing, but in each case not including the Parties (each, a “Nonparty Affiliate”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise) by or on behalf of such party against the Nonparty Affiliates, by the enforcement of any assessment or by any Action, or by virtue of any applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Nonparty Affiliate, as such, for any obligations of the applicable party under this Agreement, the Transaction Documents or the Transactions, under any documents or instruments delivered contemporaneously herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 9.22.

ARTICLE X

DEFINITIONS

10.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 10.1:

“Action” means any demand, action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal, administrative or investigative) by or before any court or grand jury, any Governmental Entity or any arbitration or mediation tribunal.

“Affiliate” means, when used with respect to a specified Person and at a point in, or with respect to a period of, time, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person at such point in or during such period of time. For the purposes of this definition, “control”, when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by Contract or otherwise. It is expressly agreed that solely for purposes of the Transaction Documents, none of Nextracker or any Subsidiary of Nextracker will be considered an Affiliate of Flex or any Subsidiary of Flex, and none of Flex or any Subsidiary of Flex will be considered an Affiliate of Nextracker or any Subsidiary of Nextracker.

“Business Day” means any day other than Saturday or Sunday and any other day on which commercial banking institutions located in New York, New York are required, or authorized by Law, to remain closed.

“Consents” means any consents, waivers, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Entity.

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“Contract” means any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment, or undertaking of any nature (whether written or oral and whether express or implied).

“Distribution Closing” means the closing of the Distribution.

“Distribution Closing Date” means the date of the Distribution Closing.

“Distribution Record Date” means the record date for the Distribution Closing.

“Exchange Act” means the United States Securities Exchange Act of 1934, together with the rules and regulations promulgated thereunder.

“Exchange Agreement” means the Exchange Agreement to be entered into among Nextracker, Nextracker OpCo, TPG (or an Affiliate thereof), Newco and Newco Sub in connection with the IPO, if effected, as in effect as of immediately prior to the Effective Time.

“Excluded Shares” means any Flex Ordinary Shares held by Flex as treasury shares or any direct or indirect wholly owned Subsidiary of Flex on the Distribution Record Date and not held on behalf of third parties.

“Flex Parties” means Flex, and, prior to the Closing, Newco.

“Governing Documents” means, with respect to any entity, such entity’s articles or certificate of incorporation, constitution, bylaws, memorandum and articles of association, limited liability company agreement or partnership agreement, as applicable, and any other organizational documents of such entity.

“Governmental Entity” means any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign, multinational, or supranational exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Law” means applicable U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, income tax treaty, order, requirement or rule of law (including common law) or other binding directives promulgated, issued, entered into or taken by any Governmental Entity.

“Lien” means any and all pledges, liens, charges, mortgages, encumbrances, adverse claims and interests, or security interests of any kind or nature whatsoever (including any restriction on the right to vote or transfer the same), except for such transfer restrictions of general applicability as may be provided under the Securities Act, the “blue sky” applicable Laws of the various States of the United States or similar applicable Law of other applicable jurisdictions or under this Agreement.

“Nextracker Parties” means Nextracker, Merger Sub and, after the Closing, Newco.

“Person” means any natural person, firm, individual, corporation, business trust, joint venture, association, bank, land trust, trust company, company, limited liability company, partnership, or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

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“SEC” means the United States Securities and Exchange Commission, or any successor agency of the federal government.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated thereunder.

“Subsidiary” means with respect to any Person (i) a corporation, 50% or more of the voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person; and (ii) any other Person in which such Person, directly or indirectly, owns 50% or more of the equity or economic interest thereof or has the power to elect or direct the election of 50% or more of the members of the governing body of such entity. It is expressly agreed that solely for purposes of the Transaction Documents, none of Nextracker or any Subsidiary of Nextracker will be considered a Subsidiary of Flex or any Subsidiary of Flex.

“Tax” or “Taxes” shall have the meaning ascribed to it in the Separation Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement substantially in the form attached hereto as Exhibit C.

“Transaction Documents” means this Agreement and the Tax Matters Agreement.

10.2 Terms Defined Elsewhere. For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term	Section
Agent	Section 1.2(b)
Aggregate Merger Consideration	Section 4.1(a)
Agreement	Preamble
Book Entry Newco Share	Section 1.2(a)
Book Entry Nextracker Class A Shares	Section 4.2(a)
Bylaws	Section 3.2
Certificate of Merger	Section 2.3
Charter	Section 3.1
Closing	Section 2.1
Closing Date	Section 2.1
Code DGCL	Recitals Section 2.2
Dispute	Section 9.15
Dispute Notice	Section 9.15
Distribution	Section 1.2(a)
Effective Time	Section 2.3
Exchange Fund	Section 4.2(a)
Exchange Ratio	Section 4.1(a)
FIUI	Recitals
Flex	Preamble
Flex Ordinary Shares	Recitals
Flex Shareholder Approval	Section 5.1(b)(i)
Flex Shareholders Meeting	Section 6.9
Form 10 Registration Statement	Section 6.8(d)
IPO	Recitals

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Issuance	Recitals
Material Adverse Effect	Section 5.1(a)
Merger	Recitals
Merger Election Right	Recitals
Merger Notice	Section 1.1
Merger Notice Closing Date Merger Sub	Section 1.1 Preamble
Merger Sub Board	Recitals
Merger Sub Shares	Section 4.1(c)
Merger Sub Stockholder Consent	Section 6.3
NASDAQ	Section 5.1(f)
Newco	Preamble
Newco Board	Recitals
Newco Record Holders Newco Shares	Section 4.2(a) Recitals
Newco Stockholder Consent	Section 6.1
Newco Sub	Recitals
Nextracker	Preamble
Nextracker Board	Recitals
Nextracker Class A Shares	Recitals
Nextracker Class B Shares	Recitals
Nextracker OpCo	Recitals
Nextracker OpCo Units	Recitals
Nextracker Stockholder Consent	Section 6.2
Nonparty Affiliates Party, Parties	Section 9.22 Preamble
Per Share Merger Consideration	Section 4.1(a)
Proxy/Prospectus	Section 6.8(a)
Remedies Exception	Section 5.1(d)
S-4 Registration Statement	Section 6.8(a)
Separation Agreement	Recitals
Surviving Corporation	Section 2.2
Takeover Statute	Section 5.1(h)
TPG	Recitals
Transactions	Recitals
Treasury Regulations	Recitals

10.3 References; Interpretation. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words “include”, “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless the context otherwise requires, references in this Agreement to Articles, Sections, and Exhibits shall be deemed references to Articles and Sections of, and Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof”, “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words “written request” when used in this Agreement shall include email. Reference in this Agreement to any time shall be to New York City, New York time unless otherwise expressly provided herein. Unless the context requires otherwise, references in this Agreement to “Flex” shall also be deemed to refer to the applicable Subsidiary of Flex,

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references to “Nextracker” shall also be deemed to refer to the applicable Subsidiary of Nextracker and, in connection therewith, any references to actions or omissions to be taken, or refrained from being taken, as the case may be, by Flex or Nextracker shall be deemed to require Flex or Nextracker, as the case may be, to cause the applicable Subsidiary of Flex or Nextracker, respectively, to take, or refrain from taking, any such action. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. Unless otherwise expressly provided herein, whenever a Party’s consent is required under this Agreement, such consent may be withheld, delayed or conditioned by such Party in its sole and absolute discretion, and whenever any action hereunder is at a Party’s discretion, such action shall be at such Party’s sole and absolute discretion.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

FLEX LTD.
By:	/s/ B. Vijayandran A/L S Balasingam
	Name: B. Vijayandran A/L S Balasingam
	Title: Authorized Signatory
YUMA, INC.
By:	/s/ Jason Spicer
	Name: Jason Spicer
	Title: President
NEXTRACKER INC.
By:	/s/ David P. Bennett
	Name: David P. Bennett
	Title: Chief Financial Officer
YUMA ACQUISITION CORP.
By:	/s/ David P. Bennett
	Name: David P. Bennett
	Title: President

[Signature Page to Agreement and Plan of Merger]

EXHIBIT A

Form of Certificate of Merger

EXHIBIT B

Form of Certificate of Incorporation of the Surviving Corporation

EXHIBIT C

Form of Tax Matters Agreement

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

among

NEXTRACKER INC.,

YUMA, INC.,

YUMA SUBSIDIARY, INC.,

TPG RISE FLASH, L.P.

AND

THE HOLDERS PARTY HERETO

DATED FEBRUARY 13, 2023

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	1
ARTICLE II DEMAND AND SHELF REGISTRATION		4
Section 2.1	Right to Demand; Demand Notices	4
Section 2.2	Shelf Registration	4
Section 2.3	Deferral or Suspension of Registration	6
Section 2.4	Effective Registration Statement	7
Section 2.5	Selection of Underwriters; Cutback	7
Section 2.6	Lock-up	8
Section 2.7	Participation in Underwritten Offering; Information by Holder.	8
Section 2.8	Registration Expenses	8
ARTICLE III PIGGYBACK REGISTRATION		9
Section 3.1	Notices	9
Section 3.2	Underwriter’s Cutback	10
Section 3.3	Company Control	10
Section 3.4	Selection of Underwriters	10
Section 3.5	Withdrawal of Registration	11
ARTICLE IV REGISTRATION PROCEDURES		11
Section 4.1	Registration Procedures	11
ARTICLE V INDEMNIFICATION		14
Section 5.1	Indemnification by the Company	14
Section 5.2	Indemnification by Selling Investors	14
Section 5.3	Conduct of Indemnification Proceedings	14
Section 5.4	Settlement Offers	15
Section 5.5	Other Indemnification	15
Section 5.6	Contribution	15
ARTICLE VI EXCHANGE ACT COMPLIANCE; LEGEND REMOVAL		16
Section 6.1	Exchange Act Compliance	16
Section 6.2	Legend Removal	16
ARTICLE VII TERMINATION		16
Section 7.1	Termination	16
ARTICLE VIII MISCELLANEOUS		16
Section 8.1	Severability	16
Section 8.2	Governing Law; Submission to Jurisdiction	17
Section 8.3	Other Registration Rights	17
Section 8.4	Opt-Out Notices	17
Section 8.5	Successors and Assigns	17
Section 8.6	Notices	17

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Section 8.7	Headings	18
Section 8.8	Additional Parties	18
Section 8.9	Adjustments	18
Section 8.10	Entire Agreement	19
Section 8.11	Counterparts; Facsimile or .pdf Signature	19
Section 8.12	Amendment	19
Section 8.13	Extensions; Waivers	19
Section 8.14	Further Assurances	19
Section 8.15	No Third-Party Beneficiaries	19
Section 8.16	Interpretation; Construction	19

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THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 13, 2023 (this “Agreement”), is entered into by and among Nextracker Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), Yuma, Inc., a Delaware corporation (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation (“Yuma Sub”), TPG Rise Flash, L.P., a Delaware limited partnership (“TPG”), and each of the Holders (as defined below) that are parties hereto from time to time.

WHEREAS, in connection with the Company’s initial public offering, the parties hereto desire to enter into this Agreement in order to grant certain registration rights with respect to the Registrable Securities (as defined below).

NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used herein, the following terms shall have the following respective meanings:

“Adoption Agreement” shall mean an Adoption Agreement in the form attached hereto as Exhibit A.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person. Notwithstanding the foregoing, solely for purposes of this Agreement, (a) the Company and its Affiliates shall not be considered Affiliates of any Holder and (b) no Holder or its Affiliates shall be considered an Affiliate of the Company.

“Agreement” shall have the meaning ascribed to it in the introductory paragraph.

“Automatic Shelf Registration Statement” shall mean an “automatic shelf registration statement” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

“beneficially owned”, “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 (or any successor rule then in effect) under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable upon the occurrence of a subsequent event.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to close.

“Commission” shall mean the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.

“Common Stock” shall mean, collectively, the Company’s Class A common stock, par value $0.0001 per share, any additional security paid, issued or distributed in respect of any such Common Stock by way of a dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such Common Stock or additional securities shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation, exchange, distribution or otherwise.

“Company” shall have the meaning ascribed to it in the introductory paragraph.

“Control,” and its correlative meanings, “Controlling,” and “Controlled,” shall mean the possession, direct or indirect (including through one or more intermediaries), of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Demand Notice” shall have the meaning ascribed to it in Section 2.1(b).

“Demand Registration” shall mean a registration of Shares pursuant to Section 2.1.

“Demand Right” shall have the meaning ascribed to it in Section 2.1(a).

“Determination Date” shall have the meaning ascribed to it in Section 2.2(d).

“Equity Equivalents” means any securities, including units of Nextracker LLC, rights, options or warrants (or similar securities) to purchase Common Stock, and or obligations of any type whatsoever that are, or may become, convertible into or exercisable for or exchangeable into Common Stock.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“FINRA” shall mean the Financial Industry Regulatory Authority or any successor regulatory authority.

“Fully Diluted Outstanding Shares” means, at the relevant time, the number of Shares of Common Stock outstanding, assuming all Equity Equivalents then outstanding have been converted, exercised, or exchanged, as the case may be, into Shares of Common Stock at (if applicable) the then applicable conversion or exercise price.

“Holders” shall mean (i) Yuma, Yuma Sub and TPG and (ii) Transferees of Yuma, Yuma Sub, TPG or any other Holder that acquires Registrable Securities in accordance with Section 8.5 and adopts this Agreement in accordance with Section 8.8.

“Information” shall have the meaning ascribed to it in Section 4.1(i).

“Initial Notice” shall have the meaning ascribed to it in Section 3.1.

“Inspectors” shall have the meaning ascribed to it in Section 4.1(i).

“Lock-Up Period” shall have the meaning ascribed to it in Section 2.6(a).

“Marketed Underwritten Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(i).

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Notice” shall have the meaning ascribed to it in Section 3.1(a).

“Piggyback Registration” shall mean any registration pursuant to Section 3.1(a).

“Prospectus” shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the securities covered by such Registration Statement and, in each case, by all other amendments and supplements to such prospectus, including post-effective amendments and, in each case, all material incorporated by reference in such prospectus.

“Records” shall have the meaning ascribed to it in Section 4.1(i).

“Registrable Securities” shall mean, with respect to any Holder, at any time, the Shares held or beneficially owned by such Holder at such time or which such Holder has the right to acquire pursuant to the exercise of any option, warrant or right or the conversion or exchange of any convertible or exchangeable security held or beneficially owned by such Holder at such time, regardless of whether then exercisable, convertible or exchangeable (including, for the avoidance of doubt, any Company securities issued or issuable with respect to, or in exchange for, or upon conversion or in replacement of, any Shares as a result of any stock split, stock dividend, recapitalization, reclassification, merger, reorganization, exchange, conversion or similar event); provided, however, that as to any Registrable Securities, such securities shall cease to be Registrable Securities (i) upon the sale thereof pursuant to an effective Registration Statement, (ii) upon the sale thereof pursuant to Rule 144 or Rule 145, (iii) when the Holder of such securities holds or beneficially owns less than one percent (1%) of the then issued and outstanding shares of Common Stock (determined as the aggregate number of Registrable Securities held or beneficially owned by such Holder with all of its Affiliates, and the Company shall promptly, upon the request of any Holder, furnish to such Holder evidence of the number of shares of Common Stock then outstanding) and such securities are eligible for sale pursuant to Rule 144 without compliance with the manner of sale and volume limitations under such rule and are not otherwise subject to any transfer restriction, (iv) when such securities cease to be outstanding or (v) if such securities shall have been otherwise transferred and new certificates or book-entries for them not bearing a legend restricting transfer shall have been delivered by the Company and such securities may be publicly resold without registration under the Securities Act and without being subject to any volume limitations or manner of sale restrictions pursuant to Rule 144.

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“Registration Statement” shall mean any Registration Statement of the Company which covers the Registrable Securities, including any preliminary Prospectus and the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits thereto and all material incorporated by reference in such Registration Statement.

“Requesting Holder” shall mean the Holder exercising a Demand Right.

“Restricted Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(iii).

“Restricted Shelf Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c)(iii).

“Rule 144” shall mean Rule 144 under the Securities Act as such rule may be amended from time to time (or any successor rule).

“Rule 145” shall mean Rule 145 under the Securities Act as such rule may be amended from time to time (or any successor rule).

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Investors” shall mean the Holders selling Registrable Securities pursuant to a Registration Statement under this Agreement.

“Selling Investors’ Counsel” shall have the meaning set forth in Section 4.1(b).

“Shares” shall mean shares of Common Stock.

“Shelf Holder” shall have the meaning ascribed to it in Section 2.2(b).

“Shelf Registration” shall have the meaning ascribed to it in Section 2.2(a).

“Shelf Registration Statement” shall have the meaning ascribed to it in Section 2.2(a).

“Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(b).

“Short-Form Registration Statement” shall mean a registration statement on Form S-3 or any similar short-form registration statement, as it may be amended from time to time, or any similar successor form.

“TPG” shall have the meaning ascribed to it in the introductory paragraph.

“Transfer” shall mean any direct or indirect sale, assignment, transfer, conveyance, gift, bequest by will or under intestacy laws, pledge, hypothecation or other encumbrance, or any other disposition, of the stated security (or any interest therein or right thereto, including the issuance of any total return swap or other derivative whose economic value is primarily based upon the value of the stated security) or of all or part of the voting power (other than the granting of a revocable proxy) associated with the stated security (or any interest therein) whatsoever, or any other transfer of beneficial ownership of the stated security, with or without consideration and whether voluntarily or involuntarily (including by operation of law).

“Transferee” shall mean a Person acquiring Shares pursuant to a Transfer.

“Underwritten Offering” shall mean a sale, on the Company’s or any Holder’s behalf, of Shares by the Company or a Holder to an underwriter for reoffering to the public.

“Underwritten Shelf Take-Down” shall have the meaning ascribed to it in Section 2.2(c)(i).

“Underwritten Shelf Take-Down Notice” shall have the meaning ascribed to it in Section 2.2(c)(i).

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“Well-Known Seasoned Issuer” shall mean a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

“Yuma” shall have the meaning ascribed to it in the introductory paragraph.

“Yuma Sub” shall have the meaning ascribed to it in the introductory paragraph.

ARTICLE II

DEMAND AND SHELF REGISTRATION

Section 2.1 Right to Demand; Demand Notices.

(a) Demand for Registration. Subject to the provisions of this Article II, at any time and from time to time, each Holder shall have the right to request in writing that the Company register the sale under the Securities Act of all or part of the Registrable Securities beneficially owned by such Holder (a “Demand Right”). Notwithstanding the foregoing, a Demand Right may be exercised only if (x) the aggregate offering price of the Shares to be sold by the Holder in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $50.0 million or (y) such Demand Right is exercised with respect to all remaining Registrable Securities held by the Holder; provided, that if the Company has previously effected a Demand Registration pursuant to this Section 2.1, the Company shall not be required to effect an additional Demand Registration pursuant to this Section 2.1 until a period of 75 days shall have elapsed from the date on which such previous registration became effective; provided further that TPG and its Transferees, collectively, shall only be entitled to exercise Demand Rights if TPG and its Affiliates beneficially own 5% or more of the Fully Diluted Outstanding Shares as of the date such Demand Rights are exercised and, in any case, shall only be entitled to exercise no more than three Demand Rights per calendar year.

(b) Demand Notices. All requests made pursuant to this Section 2.1 shall be made by providing written notice to the Company (each such written notice, a “Demand Notice”), which notice shall (i) specify the aggregate number and class or classes of Registrable Securities proposed to be registered by the Holder providing such Demand Notice and (ii) state the intended methods of disposition in the offering (including whether or not such offering shall be an Underwritten Offering).

(c) Demand Filing. Subject to Section 2.3, the Company shall use reasonable best efforts to file a Registration Statement in respect of a Demand Notice as soon as practicable and, in any event, within 75 days after receiving a Demand Notice and shall use reasonable best efforts to cause the same to be declared effective by the Commission or otherwise become effective as promptly as practicable after such filing.

(d) Demand Registration Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission that the Company is eligible to use (i) as reasonably requested by the Requesting Holder (which form may include a confidential submission if permitted under applicable rules of the Commission) and (ii) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand Notice. If, in connection with any registration under this Section 2.1 that is requested by the Requesting Holder to be on a Short-Form Registration Statement, the managing underwriter, if any, shall advise the Company that in its opinion, or if the Company independently determines in good faith, the use of another permitted form is of material importance to the success of the offering, then such registration shall be permitted to be on such other permitted form.

(e) Demand Withdrawal. A Requesting Holder may withdraw all or any portion of its Registrable Securities from a Demand Registration by providing written notice to the Company at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration Statement, (ii) the filing of any Registration Statement relating to such Demand Registration that includes a pricing range or (iii) the commencement of a roadshow relating to the Registration Statement for such Demand Registration.

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Section 2.2 Shelf Registration.

(a) Filing. Notwithstanding anything contained in this Agreement to the contrary, (i) from and after such time as the Company shall have qualified for the use of a Short-Form Registration Statement, upon the written request by Yuma, Yuma Sub or TPG, the Company shall use its reasonable best efforts to file as soon as reasonably practicable and in any event within 30 days with the Commission a Short-Form Registration Statement (a “Shelf Registration Statement”) to register the sale of all or a portion of the Registrable Securities then outstanding on a delayed or continuous basis in accordance with Rule 415 under the Securities Act (a “Shelf Registration”) and (ii) the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission or otherwise become effective as promptly as practicable after such filing. In no event shall the Company be required to file, and maintain effectiveness of, more than one Shelf Registration Statement at any one time pursuant to this Section 2.2. For the avoidance of doubt, no request for the filing of a Shelf Registration Statement pursuant to this Section 2.2(a) shall count as a Demand Registration for purposes of Section 2.1(a).

(b) Shelf Take-Downs. Any Holder whose Registrable Securities are included in an effective Shelf Registration Statement (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply; provided that TPG and its Transferees, collectively, shall only be entitled to initiate a Shelf Take-Down if TPG and its Affiliates beneficially own 5% or more of the Fully Diluted Outstanding Shares as of the date such Shelf Take-Down is initiated and, in any case, shall only be entitled to initiate no more than three Shelf Take-Downs per calendar year.

(c) Underwritten Shelf Take-Downs.

(i) Subject to Section 2.2(b), if a Holder that is a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

(ii) Promptly upon delivery of an Underwritten Shelf Take-Down Notice with respect to a Marketed Underwritten Shelf-Take Down (but in no event more than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down), the Company shall promptly deliver a written notice of such Marketed Underwritten Shelf Take-Down to all Shelf Holders with Registrable Securities under such Shelf Registration Statement and, in each case, subject to Section 2.5(b) and Section 2.7, the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein at least three (3) Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down.

(iii) If a Shelf Holder desires to effect an Underwritten Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down (a “Restricted Shelf Take-Down”), the Shelf Holder initiating such Restricted Shelf Take-Down shall provide written notice (a “Restricted Shelf Take-Down Notice”) of such Restricted Shelf Take-Down to the other Shelf Holders as far in advance of the completion of such Restricted Shelf Take-Down as shall be reasonably practicable in light of the circumstances applicable to such Restricted Shelf Take-Down, which Restricted Shelf Take-Down Notice shall set forth (A) the total number of Registrable Securities expected to be offered and sold in such Restricted Shelf Take-Down, (B) the expected plan of distribution of such Restricted Shelf Take-Down, (C) an invitation to the other Shelf Holders to elect to include in the Restricted Shelf Take-Down Registrable Securities held by such other Shelf Holders (but subject to Section 2.5(b) and Section 2.7) and (D) the action or actions required (including the timing thereof) in connection with such Restricted Shelf Take-Down with respect to the other Shelf Holders if any such Shelf Holder elects to exercise such right.

(iv) Upon delivery of a Restricted Shelf Take-Down Notice, the other Shelf Holders may elect to sell Registrable Securities in such Restricted Shelf Take-Down, at the same price per Registrable Security and pursuant to the same terms and conditions with respect to payment for the Registrable Securities as agreed to by the initiating Shelf Holder, by sending an irrevocable written notice to the initiating Shelf Holder, indicating its election to participate in the Restricted Shelf Take-Down and the total number of its Registrable Securities to include in the Restricted Shelf Take-Down (but, in all cases, subject to Section 2.5(b) and Section 2.7).

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(v) Notwithstanding the delivery of any Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Underwritten Shelf Take-Down shall be at the discretion of the Shelf Holder initiating the Underwritten Shelf Take-Down.

(d) Filing for Well-Known Seasoned Issuer. Upon the Company becoming a Well-Known Seasoned Issuer, (x) the Company shall give written notice to all of the Holders as promptly as practicable but in no event later than ten (10) Business Days thereafter and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (y) if the Company then qualifies for the use of a Short-Form Registration Statement, the Company shall, upon written request by Yuma, Yuma Sub or TPG, as promptly as practicable, but in no event later than 20 Business Days after receiving such request, use its reasonable best efforts to register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement. The Company agrees that if any Holder beneficially owns any Registrable Securities three years after the filing of the most recent Automatic Shelf Registration Statement in compliance with this Section 2.2(d), the Company shall (x) give written notice of the third anniversary of the filing of the most recent Automatic Shelf Registration Statement to all such Holders no later than ten (10) Business Days prior to such third anniversary and (y) upon written request by Yuma, Yuma Sub or TPG, as promptly as practicable, but in no event later than 20 Business Days after receiving such request, use its reasonable best efforts to file and cause to remain effective a new Automatic Shelf Registration Statement that registers the sale of any Registrable Securities that remain outstanding at such time. The Company shall give written notice of filing such Registration Statement to all of the Holders as promptly as practicable thereafter. At any time after the filing of an Automatic Shelf Registration Statement by the Company, if the Company is required to re-evaluate its status as a Well-Known Seasoned Issuer for the continued use of such Automatic Shelf Registration Statement and the Company is no longer a Well-Known Seasoned Issuer (the “Determination Date”), within ten (10) Business Days after such Determination Date, the Company shall (A) give written notice thereof to all of the Holders and (B) to the extent the Company continues to qualify for the use of a Short-Form Registration Statement and there is not then effective a Shelf Registration Statement covering all of the Registrable Securities, the Company shall file a Short-Form Registration Statement (or a post-effective amendment converting the Automatic Shelf Registration Statement to a Short-Form Registration Statement) covering all of the Registrable Securities, and the Company shall use its reasonable best efforts to have such Short-Form Registration Statement declared effective as promptly as practicable after the date the Automatic Shelf Registration Statement is no longer useable by the Holders to sell their Registrable Securities.

(e) Continued Effectiveness. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement filed pursuant to Section 2.2(a) or Section 2.2(d), as applicable, continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by a Shelf Holder until the earlier of (i) the date as of which all Registrable Securities registered by such Shelf Registration Statement no longer constitute Registrable Securities and (ii) such shorter period as Shelf Holders holding a majority of the Registrable Securities may reasonably determine.

Section 2.3 Deferral or Suspension of Registration. If (a) the Board of Directors of the Company, in its good faith judgment, determines that it would be materially adverse to the Company to proceed with the filing, effectiveness or use of any Registration Statement or the Prospectus included therein because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; or (ii) render the Company unable to comply with requirements under the Securities Act or the Exchange Act, or (b) upon issuance by the Commission of a stop order suspending the effectiveness of any Registration Statement or the initiation of proceedings with respect to such Registration Statement under Section 8(d) or 8(e) of the Securities Act, then the Company shall have the right to defer such filing (but not the preparation), initial effectiveness or continued use of a Registration Statement and the Prospectus included therein for a period of not more than 60 days (or such longer period as the Requesting Holder or Shelf Holder, as applicable, may agree). If the Company shall so postpone the filing or initial effectiveness of a Registration Statement with respect to a Demand Notice and if the Requesting Holder within 30 days after receipt of the notice of postponement advises the Company in writing that it has determined to withdraw such Demand Notice, then such Demand Registration shall be deemed to be withdrawn. Unless consented to in writing by each of the Holders, the Company shall not use the deferral or suspension rights provided under this Section 2.3 (x) more than twice in any 12-month period or (y) in the aggregate for more than 90 days in any 12-month period. In the event of any deferral or suspension pursuant to this Section 2.3, the Company shall (i) promptly notify the Requesting

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Holder or Shelf Holders, as applicable, of the deferral or suspension but not the reason therefor; (ii) use its reasonable best efforts to keep the Requesting Holder or Shelf Holders, as applicable, apprised of the estimated length of the anticipated delay; (iii) use its reasonable best efforts to limit the length of any delay and (iv) notify the Requesting Holder or Shelf Holders, as applicable, promptly upon termination of the deferral or suspension. The Company shall not register any securities for its own account or that of any other Holder(s) during any such deferral or suspension period; provided, that, for the avoidance of doubt, the previous clause shall not apply to a registration on Form S-8, or any successor of such form, or a registration relating solely to the offer and sale to the Company’s directors or employees pursuant to any employee stock plan or other employee benefit plan or arrangement. Notices given by the Company pursuant to this Section 2.3 shall not contain any material non-public information. After the expiration of the deferral or suspension period and without any further request from the Requesting Holder or Shelf Holders, as applicable, to the extent such Requesting Holder has not withdrawn the Demand Notice, if applicable, the Company shall as promptly as reasonably practicable prepare and file a Registration Statement or post-effective amendment or supplement to the applicable Registration Statement or document, or file any other required document, as applicable, so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the Prospectus will not include a material misstatement or omission and will be effective and useable for the sale of Registrable Securities.

Section 2.4 Effective Registration Statement. A registration requested pursuant to this Article II shall not be deemed to have been effected:

(a) unless a Registration Statement with respect thereto has been declared effective by the Commission and remains effective in compliance with the provisions of the Securities Act and the laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such Registration Statement for not less than 180 days (or such shorter period as will terminate when all of such Registrable Securities shall have been disposed of in accordance with such Registration Statement) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Company, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer;

(b) if, after it becomes effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental authority or court for any reason other than a violation of applicable law solely by any Selling Investor and has not thereafter become effective; or

(c) if, in the case of an Underwritten Offering, the conditions to closing specified in an underwriting agreement applicable to the Company are not satisfied or waived other than by reason of any breach or failure by any Selling Investor.

Section 2.5 Selection of Underwriters; Cutback.

(a) Selection of Underwriters. If a Requesting Holder intends to offer and sell the Registrable Securities covered by its request under this Article II by means of an Underwritten Offering, such Requesting Holder shall, in reasonable consultation with other participating Holders, select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be firms of nationally recognized standing. If a Shelf Holder intends to offer and sell the Registrable Securities covered by its request under this Article II by means of an Underwritten Shelf Take-Down, the participating Shelf Holders shall mutually select the managing underwriter or underwriters to administer such offering, which managing underwriter or underwriters shall be firms of nationally recognized standing.

(b) Underwriter’s Cutback. Notwithstanding any other provision of this Article II or Section 3.1, if the managing underwriter or underwriters of an Underwritten Offering in connection with a Demand Registration or a Shelf Registration advise the Company in writing in their good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement or such Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be offered thereby or in such Underwritten Offering, and no Holder has delivered a Piggyback Notice with respect to such Underwritten Offering, then the number of Shares proposed to be included in such Registration Statement or Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:

(i) first, the Registrable Securities of the class or classes proposed to be registered held by the Holder that initiated such Demand Registration, Shelf Registration or Underwritten Offering;

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(ii) second, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Demand Registration, Shelf Registration or Underwritten Offering other than Shares to be sold by the Company; and

(iii) third, the Shares of the same class or classes to be sold by the Company.

No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration or offering. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.

Section 2.6 Lock-up.

(a) If requested by the managing underwriters in connection with any Underwritten Offering, each Holder (i) who beneficially owns 1% or more of the outstanding Shares or (ii) who is a natural person and serving as a director or executive officer of the Company shall agree to be bound by customary lock-up agreements providing that such Holder shall not, directly or indirectly, effect any Transfer (including sales pursuant to Rule 144) of any such Shares without prior written consent from the underwriters managing such Underwritten Offering during a period beginning on the date of launch of such Underwritten Offering and ending up to 90 days from and including the date of pricing or such shorter period as reasonably requested by the underwriters managing such Underwritten Offering (the “Lock-Up Period”); provided that (A) the foregoing shall not apply to any Shares that are offered for sale as part of such Underwritten Offering, (B) such Lock-Up Period shall be no longer than and on substantially the same terms as the lock-up period applicable to the Company and the executive officers and directors of the Company and (C) such Lock-Up Period shall not commence unless the Company notifies the Holders in writing prior to the commencement of the Lock-Up Period. Each such Holder agrees to execute a customary lock-up agreement in favor of the underwriters to such effect. The provisions of this Section 2.6(a) will no longer apply to a Holder if (x) such Holder ceases to hold any Shares or (y) except in the case of any Holder who is a current director or executive officer of the Company, such Holder beneficially owns less than 1% of the outstanding Shares.

(b) Nothing in Section 2.6(a) shall prevent: (i) any Holder that is a partnership, limited liability company or corporation from (A) making a distribution of Shares to the partners, members or stockholders thereof or (B) Transferring Shares to an Affiliate of such Holder; (ii) any Holder who is an individual from Transferring Shares to (A) an individual by will or the laws of descent or distribution or by gift without consideration of any kind or (B) a trust or estate planning-related entity for the sole benefit of such Holder or a lineal descendant or antecedent or spouse; (iii) any Holder from (A) pledging, hypothecating or otherwise granting a security interest in Shares or securities convertible into or exchangeable for Shares to one or more lending institutions as collateral or security for any loan, advance or extension of credit and any transfer upon foreclosure upon such Shares or such securities or (B) Transferring Shares pursuant to a final non-appealable order of a court or regulatory agency or (iv) any Holder from Transferring Shares in a manner that was permitted under, but subject to the conditions described in, the lockups entered into in connection with the Company’s initial public offering; provided that, in the case of clauses (i), (ii), (iii) and (iv), such Transfer is otherwise in compliance with applicable securities laws and; provided, further, that, in the case of clause (i), clause (ii), subclause (A) of clause (iii) and, if applicable, clause (iv), each such Transferee agrees in writing to become subject to the terms of this Agreement by executing an Adoption Agreement and agrees to be bound by the applicable underwriter lock-up.

Section 2.7 Participation in Underwritten Offering; Information by Holder. No Holder may participate in an Underwritten Offering hereunder unless such Holder (a) agrees to sell such Holder’s Shares on the basis provided in any underwriting arrangements, and in accordance with the terms and provisions of this Agreement, including any lock-up arrangements, and (b) completes and executes all questionnaires, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. In addition, the Holders shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holders, as applicable, as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Article II. Nothing in this Section 2.7 shall be construed to create any additional rights regarding the registration of Shares in any Person otherwise than as set forth herein.

Section 2.8 Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with any stock exchange, the Commission and FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the

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rules and regulations of FINRA), (ii) all fees and expenses of compliance with state securities or blue sky laws (including fees and disbursements of counsel for the underwriters or Selling Investors in connection with blue sky qualifications of the Shares and determination of their eligibility for investment under the laws of such jurisdictions as the managing underwriters or the Selling Investors may designate), (iii) all printing and related messenger and delivery expenses (including expenses of printing certificates for the Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company and its subsidiaries (including the expenses of any special audit and “cold comfort” letters required by or incident to such performance and, for the avoidance of doubt, any comfort letters relating to any financial statements as may be required by Rule 3-05 of Regulation S-X), (v) all fees and expenses incurred in connection with the listing of the Shares on any securities exchange and all transfer agent fees, (vi) all fees and reasonable and documented out-of-pocket expenses and disbursements of the Selling Investors’ Counsel, (vii) all fees and documented out-of-pocket disbursements of underwriters customarily paid by the issuer or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require and expenses of any special experts retained in connection with the requested registration (excluding fees and disbursements of counsel to underwriters (other than such fees and disbursements incurred in connection with any FINRA filing or registration or qualification of Shares under the securities or blue sky laws of any state)), (viii) Securities Act liability insurance or similar insurance if the Company or the underwriters so require in accordance with then-customary underwriting practice, (ix) fees and expenses of other Persons retained by the Company, and (x) any other expenses customarily paid by the issuers of securities, will be borne by the Company, regardless of whether the Registration Statement becomes effective (or such offering is completed) and whether or not all or any portion of the Registrable Securities originally requested to be included in such registration are ultimately included in such registration; provided, however, that (x) any underwriting discounts, commissions or fees in connection with the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of Shares so registered and sold, (y) transfer taxes with respect to the sale of Registrable Securities will be borne by the Holder of such Registrable Securities and (z) the fees and expenses of any other counsel, accountants or other persons retained or employed by any Holder will be borne by such Holder.

ARTICLE III

PIGGYBACK REGISTRATION

Section 3.1 Notices.

(a) If the Company at any time proposes for any reason to register the sale of a class or classes of Shares under the Securities Act (other than a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely to the offer and sale to the Company’s directors or employees pursuant to any employee stock plan or other employee benefit plan or arrangement), including the filing of a prospectus supplement to an already effective Registration Statement, whether or not Shares are to be sold by the Company or otherwise, and whether or not in connection with any Demand Registration pursuant to Section 2.1, any Shelf Registration pursuant to Section 2.2 or any other agreement (such registration, a “Piggyback Registration”), the Company shall give to each Holder holding Shares of the same class or classes proposed to be registered (or convertible at the Holder’s option into such class or classes) eligible to participate in such Piggyback Registration written notice of its intention to so register the Shares at least ten (10) days (or such shorter period as reasonably practical) prior to the expected date of filing of such Registration Statement or amendment thereto in which the Company first intends to identify the selling stockholders and the number of Registrable Securities to be sold (each such notice, an “Initial Notice”). The Company shall, subject to the provisions of Section 3.2 and Section 3.3 below, use its reasonable best efforts to include in such Piggyback Registration on the same terms and conditions as the securities otherwise being sold, all Registrable Securities of the same class or classes as the Shares proposed to be registered (or convertible at the Holder’s option into such class or classes) with respect to which the Company has received written requests from Holders for inclusion therein within the time period specified by the Company in the applicable Initial Notice, which time period shall be not less than five (5) Business Days after sending the applicable Initial Notice (each such written request, a “Piggyback Notice”), which Piggyback Notice shall specify the number of Shares proposed to be included in the Piggyback Registration.

(b) If a Holder does not deliver a Piggyback Notice within the period specified in Section 3.1(a), such Holder shall be deemed to have irrevocably waived any and all rights under this Article III with respect to such registration (but not with respect to future registrations in accordance with this Article III).

(c) No registration effected under this Section 3.1 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or Section 2.2, and no registration effected pursuant to this Section 3.1 shall be deemed to have been effected pursuant to Section 2.1 or Section 2.2. The Initial Notice, the Piggyback Notice and the contents thereof shall be kept confidential until the public filing of the Registration Statement.

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Section 3.2 Underwriter’s Cutback. If the managing underwriter of an Underwritten Offering (including an offering pursuant to Section 2.1 or Section 2.2) that includes a Piggyback Registration advises the Company in writing that it is the managing underwriter’s good faith opinion that the inclusion of all such Registrable Securities proposed to be included in the Registration Statement for such Underwritten Offering would be reasonably likely to interfere with the successful marketing, including, but not limited to, the pricing, timing or distribution, of the Registrable Securities to be offered thereby, then the number of Shares proposed to be included in such Underwritten Offering shall be allocated among the Company, the Selling Investors and all other Persons selling Shares in such Underwritten Offering in the following order:

(a) If the Piggyback Registration referred to in Section 3.1 is initiated as an underwritten primary registration on behalf of the Company, then, with respect to each class proposed to be registered:

(i) first, the Shares that the Company proposes to sell;

(ii) second, all Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by Holders requested to be included in such Piggyback Registration (for each such Holder, the number of Registrable Securities to be included in any such registration shall be the lesser of (x) the pro rata number of Registrable Securities among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities held by each such Holder at the time of such Piggyback Registration and (y) the number of Registrable Securities requested to be included in such registration by each such Holder); and

(iii) third, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Piggyback Registration.

(b) if the Piggyback Registration referred to in Section 3.1 is an underwritten secondary registration on behalf of any Requesting Holder, then, with respect to each class proposed to be registered:

(i) first, the Registrable Securities of the class or classes proposed to be registered held by such Requesting Holder and the Registrable Securities of the same class or classes (or convertible at the Holder’s option into such class or classes) held by other Holders requested to be included in such Piggyback Registration (for each such Holder, the number of Registrable Securities to be included in any such registration shall be the lesser of (x) the pro rata number of Registrable Securities among the respective Holders of such Registrable Securities in proportion, as nearly as practicable, to the amounts of Registrable Securities held by each such Holder at the time of such Piggyback Registration and (y) the number of Registrable Securities requested to be included in such registration by each such Holder);

(ii) second, all other securities of the same class or classes (or convertible at the holder’s option into such class or classes) requested to be included in such Piggyback Registration other than Shares to be sold by the Company; and

(iii) third, the Shares of the same class or classes to be sold by the Company.

Section 3.3 Company Control. Except for a Registration Statement being filed in connection with the exercise of a Demand Right or a Shelf Registration, the Company may decline to file a Registration Statement after an Initial Notice has been given or after receipt by the Company of a Piggyback Notice, and the Company may withdraw a Registration Statement after filing and after such Initial Notice or Piggyback Notice, but prior to the effectiveness of the Registration Statement, provided that (i) the Company shall promptly notify the Selling Investors in writing of any such action and (ii) nothing in this Section 3.3 shall prejudice the right of any Holder to immediately request that such registration be effected as a registration under Section 2.1 or Section 2.2 to the extent permitted thereunder.

Section 3.4 Selection of Underwriters. If the Company intends to offer and sell Shares by means of an Underwritten Offering (other than an offering pursuant to Section 2.1 or Section 2.2), the Company shall select the managing underwriter or underwriters to administer such Underwritten Offering, which managing underwriter or underwriters shall be firms of nationally recognized standing.

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Section 3.5 Withdrawal of Registration. Any Holder shall have the right to withdraw all or a part of its Piggyback Notice by giving written notice to the Company of such withdrawal at least five (5) Business Days prior to the earliest of (i) effectiveness of the applicable Registration Statement, (ii) the filing of any Registration Statement relating to such Piggyback Registration that includes a price range or (iii) commencement of a roadshow relating to the Registration Statement for such Piggyback Registration.

ARTICLE IV

REGISTRATION PROCEDURES

Section 4.1 Registration Procedures. If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its reasonable best efforts to effect the registration of any Registrable Securities, the Company shall, as expeditiously as practicable:

(a) in the case of Registrable Securities, use its reasonable best efforts to cause a Registration Statement that registers such Registrable Securities to become and remain effective for a period of 180 days or, if earlier, until all of such Registrable Securities covered thereby have been disposed of; provided, that, in the case of any registration of Registrable Securities on a Shelf Registration Statement which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the Registration Statement continuously effective, supplemented and amended (including by way of the filing of an Automatic Shelf Registration Statement pursuant to Section 2.2(e)) to the extent necessary to ensure that it is available for sales of such Registrable Securities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, until the date as of which all Registrable Securities registered by such Shelf Registration Statement no longer constitute Registrable Securities;

(b) furnish to each Selling Investor, at least ten (10) Business Days before filing a Registration Statement, or such shorter period as reasonably practical, copies of such Registration Statement or any amendments or supplements thereto, which documents shall be subject to the review, comment and approval by one lead counsel (and any reasonably necessary local counsel) selected by the Holders who beneficially own a majority of such Registrable Securities, which counsel (who may also be counsel to the Company), in each case, shall be subject to the reasonable approval of each Holder whose Registrable Securities are included in such registration, and who shall represent all Selling Investors as a group (the “Selling Investors’ Counsel”) (it being understood that such ten (10) Business Day period need not apply to successive drafts of the same document proposed to be filed so long as such successive drafts are supplied to the Selling Investors’ Counsel in advance of the proposed filing by a period of time that is customary and reasonable under the circumstances);

(c) furnish to each Selling Investor and each underwriter, if any, such number of copies of final conformed versions of the applicable Registration Statement and of each amendment and supplement thereto (in each case including all exhibits and any documents incorporated by reference) reasonably requested by such Selling Investor or underwriter in writing;

(d) in the case of Registrable Securities, prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the applicable Prospectus or prospectus supplement, including any free writing prospectus as defined in Rule 405 under the Securities Act, used in connection therewith as may be

(i) reasonably requested by any Holder (to the extent such request relates to information relating to such Holder), or

(ii) necessary to keep such Registration Statement effective for at least the period specified in Section 4.1(a) and to comply with the provisions of this Agreement and the Securities Act with respect to the sale or other disposition of such Registrable Securities, and furnish to each Selling Investor and to the managing underwriter(s), if any, within a reasonable period of time prior to the filing thereof a copy of any amendment or supplement to such Registration Statement or Prospectus; provided, however, that, with respect to each free writing prospectus or other materials to be delivered to purchasers at the time of sale of the Registrable Securities, the Company shall (i) ensure that no Registrable Securities are sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such free writing prospectus or other materials without the prior written consent of the sellers of the Registrable Securities, which free writing prospectus or other materials shall be subject to the review of counsel to such sellers and (ii) make all required filings of all free writing prospectuses or other materials with the Commission as are required;

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(e) notify in writing each Holder promptly (i) of the receipt by the Company of any notification with respect to any comments by the Commission with respect to such Registration Statement or any amendment or supplement thereto or any request by the Commission for the amending or supplementing thereof or for additional information with respect thereto, (ii) of the receipt by the Company of any notification with respect to the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement or any amendment or supplement thereto or the initiation or threatening of any proceeding for that purpose and (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of such Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purposes and, in any such case as promptly as reasonably practicable thereafter, prepare and file an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;

(f) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Holders reasonably request and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holders to consummate their disposition in such jurisdictions; provided, however, that the Company will not be required to qualify generally to do business, subject itself to general taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for this Section 4.1(f);

(g) furnish to each Selling Investor such number of copies of a summary prospectus or other prospectus, including a preliminary prospectus and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such Selling Investors or any underwriter may reasonably request in writing;

(h) notify on a timely basis each Holder of such Registrable Securities at any time when a Prospectus relating to such Registrable Securities is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing and, at the request of such Holder, as soon as practicable prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the offeree of such securities, such Prospectus shall not include an 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 in light of the circumstances then existing;

(i) make available for inspection by the Selling Investors, the Selling Investors’ Counsel or any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Selling Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information (together with the Records, the “Information”) requested by any such Inspector in connection with such Registration Statement and request that the independent public accountants who have certified the Company’s financial statements make themselves available, at reasonable times and for reasonable periods, to discuss the business of the Company. Any of the Information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors to any other Person unless (i) the disclosure of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement, (ii) the release of such Information is requested or required pursuant to a subpoena, order from a court of competent jurisdiction or other interrogatory by a governmental entity or similar process; (iii) such Information has been made generally available to the public; or (iv) such Information is or becomes available to such Inspector on a non-confidential basis other than through the breach of an obligation of confidentiality (contractual or otherwise). The Holder(s) of Registrable Securities agree that they will, upon learning that disclosure of such Information is sought in a court of competent jurisdiction or by another governmental entity, give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential;

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(j) in the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a “comfort” letter in customary form and at customary times and covering matters of the type customarily covered by such comfort letters from its independent certified public accountants;

(k) in the case of an Underwritten Offering, deliver to the underwriters of such Underwritten Offering a written and signed legal opinion or opinions in customary form from its outside or in-house legal counsel dated the closing date of the Underwritten Offering;

(l) provide a transfer agent and registrar (which may be the same entity and which may be the Company) for such Registrable Securities and deliver to such transfer agent and registrar such customary forms, legal opinions from its outside or in-house legal counsel, agreements and other documentation as such transfer agent and/or registrar so request;

(m) issue to any underwriter to which any Selling Investors may sell Registrable Securities in such offering certificates evidencing such Registrable Securities;

(n) in connection with any non-marketed, non-underwritten offering taking the form of a block trade to a financial institution, “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or institutional “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or other disposition of Registrable Securities by any Holder, use its commercially reasonable efforts to timely furnish any information or take any actions reasonably requested by the Holders in connection with such a block trade, including the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, in each case subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such Persons to permit the delivery of such comfort letter and legal opinions;

(o) upon the request of any Holder of the Registrable Securities included in such registration, use reasonable best efforts to cause such Registrable Securities to be listed on any national securities exchange on which any Shares are listed or, if the Shares are not listed on a national securities exchange, use its reasonable best efforts to qualify such Registrable Securities for inclusion on such national securities exchange as the Company shall designate;

(p) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its security holders, as soon as reasonably practicable, earnings statements (which need not be audited) covering a period of 12 months beginning within three months after the effective date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act;

(q) notify the Holders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as promptly as reasonably practicable after notice thereof is received by the Company when the applicable Registration Statement or any amendment thereto has been filed or becomes effective and when the applicable Prospectus or any amendment or supplement thereto has been filed;

(r) use its reasonable best efforts to prevent the entry of, and use its reasonable best efforts to obtain as promptly as reasonably practicable the withdrawal of, any stop order with respect to the applicable Registration Statement or other order suspending the use of any preliminary or final Prospectus;

(s) promptly incorporate in a prospectus supplement or post-effective amendment to the applicable Registration Statement such information as the lead underwriter or underwriters, if any, and the Holders holding a majority of each class of Registrable Securities being sold agree (with respect to the relevant class) should be included therein relating to the plan of distribution with respect to such class of Registrable Securities; and make all required filings of such prospectus supplement or post-effective amendment as promptly as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(t) cooperate with each Holder and each underwriter or agent, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(u) provide a CUSIP number or numbers for all such shares, in each case not later than the effective date of the applicable Registration Statement;

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(v) to the extent reasonably requested by the lead or managing underwriters in connection with an Underwritten Offering (including an Underwritten Offering pursuant to Section 2.1 or Section 2.2), send appropriate officers of the Company to attend any “road shows” scheduled in connection with any such Underwritten Offering, with all out-of-pocket costs and expenses incurred by the Company or such officers in connection with such attendance to be paid by the Company;

(w) enter into such agreements (including an underwriting agreement in customary form) and take such other actions as the Selling Investor or Selling Investors, as the case may be, owning at least a majority of the Registrable Securities covered by any applicable Registration Statement, shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary indemnification and contribution to the effect and to the extent provided in Article V; and

(x) subject to all the other provisions of this Agreement, use its reasonable best efforts to take all other steps necessary to effect the registration, marketing and sale of such Registrable Securities contemplated hereby.

ARTICLE V

INDEMNIFICATION

Section 5.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Selling Investor, its Affiliates and their respective officers, directors, managers, partners, members and representatives, and each of their respective successors and assigns, and each Person who Controls a Selling Investor, against any losses, claims, damages, liabilities and expenses caused by any violation by the Company of the Securities Act or the Exchange Act applicable to the Company and relating to action or inaction required of the Company in connection with the registration contemplated by a Registration Statement or any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, or preliminary Prospectus or any amendment thereof or supplement thereto, or any other disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement, Prospectus, or preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished to the Company in writing by the Person asserting such loss, claim, damage, liability or expense specifically for use therein. The Company will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who Controls such Persons to the same extent as provided above with respect to the indemnification of the Selling Investor, if requested.

Section 5.2 Indemnification by Selling Investors. Each Selling Investor agrees to indemnify and hold harmless, to the full extent permitted by law, the Company, the Company’s Controlled Affiliates and their respective officers, directors, managers, partners, members and representatives, and each of their respective successors and assigns, and each Person who Controls the Company, against any losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission was made in reliance on and in conformity with any information furnished in writing by such Selling Investor to the Company expressly for inclusion in such Registration Statement and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense; provided that the obligation to indemnify shall be several, not joint and several, for each Selling Investor and in no event shall the liability of any Selling Investor hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Investor upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Section 5.3 Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt (but in any event within 30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure to so notify the indemnifying party shall

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relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. Any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (c) the indemnified party has reasonably concluded, based on the advice of counsel, that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party or (d) in the reasonable judgment of any such Person, based upon advice of counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if such Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld, conditioned or delayed). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action or claim in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not commit any indemnified party to take, or hold back from taking, any action. No indemnified party shall, without the written consent of the indemnifying party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder, and no indemnifying party shall be liable for any settlement or compromise of, or consent to the entry of judgment with respect to, any such action or claim effected without its consent, in each case which consent shall not be unreasonably withheld, conditioned or delayed.

Section 5.4 Settlement Offers. Whenever the indemnified party or the indemnifying party receives a firm offer to settle a claim for which indemnification is sought hereunder, it shall promptly notify the other of such offer. If the indemnifying party refuses to accept such offer within 20 Business Days after receipt of such offer (or of notice thereof), such claim shall continue to be contested and, if such claim is within the scope of the indemnifying party’s indemnity contained herein, the indemnified party shall be indemnified pursuant to the terms hereof. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim in any one jurisdiction, unless in the written opinion of counsel to the indemnified party, reasonably satisfactory to the indemnifying party, use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of one additional counsel.

Section 5.5 Other Indemnification. Indemnification similar to that specified in this Article V (with appropriate modifications) shall be given by the Company and each Selling Investor with respect to any required registration or other qualification of Registrable Securities under Federal or state law or regulation of governmental authority other than the Securities Act.

Section 5.6 Contribution. If for any reason the indemnification provided for in Section 5.1 or Section 5.2 is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 5.1 and Section 5.2, then (i) the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and such prospective sellers, on the other hand, from their sale of the Registrable Securities, provided that, no Selling Investor shall be required to contribute in an amount greater than the dollar amount of the net proceeds received by such Selling Investor with respect to the sale of the Registrable Securities giving rise to such indemnification obligation. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 5.3, defending any such action or claim. 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 Holders’ obligations in this Section 5.6 to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint.

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ARTICLE VI

EXCHANGE ACT COMPLIANCE; LEGEND REMOVAL

Section 6.1 Exchange Act Compliance. So long as the Company (a) has registered a class of securities under Section 12 or Section 15 of the Exchange Act and (b) files reports under Section 13 of the Exchange Act, then the Company shall take all actions reasonably necessary to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144, including, without limiting the generality of the foregoing, (i) making and keeping public information available, as those terms are understood and defined in Rule 144, (ii) filing with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act and (iii) at the request of any Holder if such Holder proposes to sell securities in compliance with Rule 144, forthwith furnish to such Holder, as applicable, a written statement of compliance with the reporting requirements of the Commission as set forth in Rule 144 and make available to such Holder such information as will enable the Holder to make sales pursuant to Rule 144.

Section 6.2 Legend Removal. The legend on any Shares shall be removed if (i) such Shares are sold pursuant to an effective Registration Statement, (ii) (A) a Registration Statement covering the resale of such Shares is effective under the Securities Act and the applicable Holder of such Shares delivers to the Company a representation letter agreeing that such Shares will be sold under such effective Registration Statement, or (B) at any time after the date the Company first has a class of securities registered under Section 12 or Section 15 of the Exchange Act, of this Agreement, such Holder has held (taking into account the provisions of Rule 144(d)(3)) such Shares for at least six months and is not, and has not been in the preceding three months, an Affiliate of the Company (as defined in Rule 144), and such Holder or permitted assignee provides to the Company any other information the Company deems reasonably necessary to deliver to the transfer agent an instruction to so remove such legend, (iii) such Shares may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Shares are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act. The Company shall cooperate with the applicable Holder of Shares covered by this Agreement to effect removal of the legend on such shares pursuant to this Section 6.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this Section 6.2.

ARTICLE VII

TERMINATION

Section 7.1 Termination. The rights hereunder shall cease to apply to any particular Registrable Security when it no longer constitutes a Registrable Security, and this Agreement shall terminate when there are no longer any Registrable Securities outstanding.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Severability. If any provision of this Agreement is adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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Section 8.2 Governing Law; Submission to Jurisdiction. 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. THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY U.S. DISTRICT COURT OR DELAWARE STATE CHANCERY COURT LOCATED, IN EACH CASE, IN WILMINGTON, DELAWARE, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 8.3 Other Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of a majority of the Holders, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company for such Holders on a basis other than pari passu with, or expressly subordinate to, the piggyback rights of the Holders hereunder provided, that in no event shall the Company enter into any agreement that would permit another holder of securities of the Company to participate on a pari passu basis (in terms of priority of cut-back based on advice of underwriters) with a Requesting Holder or a Holder exercising piggyback rights in a Shelf Take-Down.

Section 8.4 Opt-Out Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of the proposed filing of any Demand Registration, Shelf Registration, Shelf Take-Down, Piggyback Registration or any event that would lead to a deferral or suspension as contemplated by Section 2.3; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not deliver any notice to such Holder pursuant to Article II or Article III, as applicable, and such Holder shall no longer be entitled to the rights associated with any such notice and each time prior to a Holder’s intended use of an effective Registration Statement, such Holder will notify the Company in writing at least two Business Days in advance of such intended use, and if a notice of a deferral or suspension under Section 2.3 was previously delivered (or would have been delivered but for the provisions of this Section 8.4) and such deferral or suspension remains in effect, the Company will so notify such Holder, within one Business Day of such Holder’s notification to the Company, by delivering to such Holder a copy of such previous notice of such deferral or suspension, and thereafter will provide such Holder with the related notice of the conclusion of such deferral or suspension immediately upon its availability. For the avoidance of doubt, delivery of an Opt-Out Notice pursuant to this Section 8.4 shall not relieve any Holder of its obligation to enter into a customary lock-up agreement if requested pursuant to Section 2.6.

Section 8.5 Successors and Assigns. Subject to Section 8.8, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto, each of which, in the case of the Holders, shall agree to become subject to the terms of this Agreement by executing an Adoption Agreement and be bound to the same extent as the original Holders that are a party to this Agreement. The Company may not assign any of its rights or delegate any of its duties hereunder without the prior written consent of the Holders of a majority of the Registrable Securities.

Section 8.6 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in English, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, or by facsimile or electronic mail with receipt confirmed (followed by delivery of an original via overnight courier service) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.6).

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(a) if to the Company to:

Nextracker Inc.

6200 Paseo Padre Parkway

Fremont, California 94555

Attention: General Counsel

E-mail: lschlesinger@nextracker.com

(b) if to Yuma or Yuma Sub to:

Yuma, Inc.

6201 America Center Drive

San Jose, California 95002

Attention: General Counsel

E-mail: general.counsel@flex.com

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

Richard Riecker

6201 America Center Drive

San Jose, California 95002

Email: richard.riecker@flex.com

(c) if to TPG to:

TPG Rise Flash, L.P.    

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attention: Office of General Counsel

c/o Nadia Karkar

Email.: officeofgeneralcounsel@tpg.com

cc: nkarkar@tpg.com

All such notices, requests, consents and other communications shall be deemed to have been received (i) in the case of personal delivery or delivery by facsimile or electronic mail, on the date of such delivery, (ii) in the case of dispatch by nationally recognized overnight courier, on the next Business Day following such dispatch and (iii) in the case of mailing, on the fifth (5th) Business Day after the posting thereof.

Section 8.7 Headings. The headings contained in this Agreement are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.

Section 8.8 Additional Parties. Additional parties to this Agreement shall only include each Holder (a) who has executed an Adoption Agreement, in the form attached hereto as Exhibit A, or (b) who (i) is bound by and subject to the terms of this Agreement, and (ii) has adopted this Agreement with the same force and effect as if it were originally a party hereto.

Section 8.9 Adjustments. If, and as often as, there are any changes in the Shares or securities convertible into or exchangeable into or exercisable for Shares as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, merger or other similar transaction affecting such Shares or such securities, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to such Shares or such securities as so changed.

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Section 8.10 Entire Agreement. This Agreement and the other writings referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such subject matter.

Section 8.11 Counterparts; Facsimile or .pdf Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same document. This Agreement may be executed by facsimile or.pdf signature and a facsimile or.pdf signature shall constitute an original for all purposes.

Section 8.12 Amendment. This Agreement may not be amended, modified or supplemented without the written consent of the Holders of a majority of the Registrable Securities; provided, however, that, with respect to a particular Holder or group of Holders, any such amendment, supplement, modification or waiver that (a) would materially and adversely affect such Holder or group of Holders in any respect or (b) would disproportionately benefit any other Holder or group of Holders or confer any benefit on any other Holder or group of Holders to which such Holder of group of Holders would not be entitled, shall not be effective against such Holder or group of Holders unless approved in writing by such Holder or the Holders of a majority of the Registrable Securities held by such group of Holders, as the case may be.

Section 8.13 Extensions; Waivers. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any extension or waiver pursuant to this Section 8.13 will be valid only if set forth in a writing signed by the party to be bound thereby.

No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

Section 8.14 Further Assurances. Each of the parties hereto shall execute all such further instruments and documents and take all such further action as the Company may reasonably require in order to effectuate the terms and purposes of this Agreement.

Section 8.15 No Third-Party Beneficiaries. Except pursuant to Article V, this Agreement shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns and other Persons expressly named herein.

Section 8.16 Interpretation; Construction. This Agreement has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any law will be deemed to refer to such law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole, including the schedules, exhibits and annexes, as the same may from time to time be amended, modified or supplemented, and not to any particular subdivision unless expressly so limited. All references to sections, schedules, annexes and exhibits mean the sections of this Agreement and the schedules, annexes and exhibits attached to this Agreement, except where otherwise stated. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any covenant contained herein in any respect, the fact that there exists another covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached will not detract from or mitigate the party’s breach of the first covenant.

* * * *

19

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

THE COMPANY:
NEXTRACKER INC.
By:	/s/ David P. Bennett
	Name: David P. Bennett
	Title: Chief Financial Officer

YUMA:
YUMA, INC.
By:	/s/ Jason Spicer
	Name: Jason Spicer
	Title: President
YUMA SUB:
YUMA SUBSIDIARY, INC.
By:	/s/ Jason Spicer
	Name: Jason Spicer
	Title: President

TPG:
TPG RISE FLASH, L.P.
By: TPG Rise Climate DE AIV SPV GP, LLC         a Delaware limited liability company
Its: General Partner
By:	/s/ Ken Murphy
	Name: Ken Murphy
	Title: Chief Operating Officer

[Signature Page to Registration Rights Agreement]

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption”) is executed pursuant to the terms of the Registration Rights Agreement, dated as of [___], 2023, a copy of which is attached hereto (as amended from time to time, the “Registration Rights Agreement”), by the undersigned (the “Undersigned”) executing this Adoption. Capitalized terms used herein without definition are defined in the Registration Rights Agreement and are used herein with the same meanings set forth therein. By the execution of this Adoption, the Undersigned agrees as follows:

1. Acknowledgment. The Undersigned acknowledges that the Undersigned is acquiring certain Shares, subject to the terms and conditions of the Registration Rights Agreement.

2. Agreement. The Undersigned (i) agrees that the Shares acquired by the Undersigned, and certain other Shares and other securities of the Company that may be acquired by the Undersigned in the future, shall be bound by and subject to the terms of the Registration Rights Agreement, pursuant to the terms thereof, and (ii) hereby adopts the Registration Rights Agreement with the same force and effect as if the Undersigned were named as a Holder originally a party thereto.

3. Notice. Any notice required as permitted by the Registration Rights Agreement shall be given to the Undersigned at the address listed beside the Undersigned’s signature below.

[NAME OF HOLDER]	Address for Notices:
By:	[•]
Name:	[•]
Title:	Attention: [•]
Date:	E-mail: [•]

A-1

XML

Document and Entity Information	Feb. 07, 2023
Cover [Abstract]
Entity Address, Country	SG
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0000866374
Document Type	8-K
Document Period End Date	Feb. 07, 2023
Entity Registrant Name	FLEX LTD.
Entity Incorporation State Country Code	U0
Entity File Number	0-23354
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	486123
City Area Code	(65)
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false