Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp, dated as of February 7, 2023

EX-10.1 2 d446099dex101.htm EX-10.1 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


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


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

iii

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:

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.

(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);

(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.

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

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

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

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.

(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.

(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.

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.

(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

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.

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

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

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.

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.

(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.

(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:

(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

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: ***@***

With copy to: ***@***

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: ***@***

***@***

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: ***@***

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: ***@***

***@***

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.

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

(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.

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,

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.

“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.

“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


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,

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]

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