Form of General Business Agreement, by and among Nextracker LLC and Flextronics Industrial Ltd

SUBJECT MATTER AND SCOPE OF AGREEMENT

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

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

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

the terms and conditions of this Agreement, along with

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

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

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

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

INFORMATION SHARING

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

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

ORDERING PROCESS

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

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

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

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

the terms and conditions of this Agreement,

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

Materials Availability and Pull-in Cost Reimbursement; and

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

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

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

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

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

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

PRICING

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

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

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

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

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

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

changes to the Specifications;

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

a Governmental Change; and

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

INVOICES AND TERMS OF PAYMENT

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

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

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

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

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

DELIVERY AND SHIPMENT TERMS

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

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

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

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

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

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

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

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

RESCHEDULES, CANCELLATIONS AND EXCESS AND OBSOLETE INVENTORY

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

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

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

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

Any other Special Inventory which is separately authorized by NX.

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

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

EXCESS INVENTORY

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

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

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

OBSOLETE INVENTORY

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

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

[***]

[***].

AGED INVENTORY

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

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

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

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

NO WAIVER

MITIGATION

PAYMENT AND DELIVERY

DISCONTINUANCE OF MATERIALS

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

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

manufactured by Supplier or any of its Affiliates; or

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

EPIDEMIC FAILURE

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

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

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

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

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

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

WARRANTY

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

new and unused;

shall be manufactured in accordance with all applicable Specifications; and

shall be free from defects in workmanship;

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

[***];

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

the design of the Products;

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

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

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

[***].

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

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

[***].

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

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

INDEMNIFICATION

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

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

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

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

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

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

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

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

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

LICENSE GRANTS; IP RIGHTS

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

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

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

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

CONFIDENTIALITY/NON-DISCLOSURE

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

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

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

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

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

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

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

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

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

TERMINATION

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

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

Termination for Convenience

NX may terminate

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

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

Supplier may terminate

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

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

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

GENERAL PROVISIONS

Limitations of Liability.

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

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

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

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

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

Arbitration; Governing Law.

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

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

Each Party shall pay their own expenses in connection with the resolution of Disputes pursuant to this Section, including reasonable attorneys’ fees. Despite the previous sentence, should any Party to this Agreement institute any legal action or administrative proceeding against the other by any method other than set forth in this Section, the responding Party is entitled to recover from the initiating Party all damages, costs, expenses, and attorneys’ fees incurred as a result of such action.

IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the Parties arising out of or related to this Agreement, the Parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury. For the enforcement of claims for injunctive or equitable relief, the Parties hereby consent to the personal and exclusive jurisdiction and venue of the California state courts and the Federal courts located in Santa Clara County, California.

Entire Agreement; Headings; Severability. This Agreement, together with its exhibits, attachments and any purchase orders, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, proposals, representations, understanding, and negotiations, whether written or oral, expressed or implied, between the Parties respecting the subject matter hereof. NX and Flextronics Industrial Ltd. entered into that certain Flextronics Manufacturing Services Agreement as of February 18, 2015 (the “Prior Agreement”). The Parties agree that the Prior Agreement is terminated in its entirety and superseded by this Agreement as of the Effective Date (provided that the Warranty Period set out in this Agreement shall not apply to any Product delivered prior to the Effective Date). Each Party hereto represents and warrants to the other that it is entering into this Agreement based on the terms and conditions contained herein and that it is not entering into this Agreement because of other terms and conditions, including representations, covenants, inducements, and promises not contained herein. For the avoidance doubt, any different or additional terms contained in Supplier’s acceptance, order acknowledgment, invoice or any other documents shall not apply

Relationship of the Parties. In fulfilling its obligations under this Agreement, each Party shall be acting as an independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating any other relationship between the Parties, including that of a joint venture or a partnership. The employees of each Party shall not be considered the employees of the other Party for any purpose. Neither Party nor its employees shall have the authority to bind or make commitments on behalf of the other Party for any purpose, nor shall either Party or its employees hold itself or themselves out as having such authority. Each Party shall ensure that its employees and its Sub-contractors comply with all the terms and conditions of this Agreement. Any act or omission of a Party’s employees or Sub-contractors that would constitute a breach of this Agreement if it were an act or omission of such Party shall be deemed a breach of this Agreement by such Party. “Sub-contractor” shall mean any third party to whom Supplier outsources part or all its obligations under this Agreement; for the avoidance of doubt, the sellers of Materials on the BOM shall not be considered Sub-contractors.

Amendments; Waiver; Preservation of Claims. This Agreement may be amended only by written consent of both Parties. The failure by any Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement or that or any other provision. Neither Party will be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the Party against which the waiver is asserted.

Audit. During the term of this Agreement, Supplier shall permit NX or an independent firm on NX’s behalf (excluding any competitors of Supplier, i.e. any companies who are active in the business of contract manufacturing for third parties and achieve a significant part of their revenue from such contract manufacturing activities, unless this is only ancillary to other activities of such company) the right to conduct audits and inspections with respect to the manufacture, sale, and delivery of Products and Supplier’s activities under this Agreement in order to verify compliance with the terms and conditions of this Agreement. NX shall provide reasonable advance notice of its intent to audit and shall conduct that audit during Supplier’s normal business hours. NX shall not conduct an audit more than [***], unless an audit reveals a material compliance breach, or if the audit arises from a governmental investigation or regulatory request. Third Party auditors shall be subject to the confidentiality obligation set forth in this Agreement, and the audit and any findings will be treated as Supplier Confidential Information. If any audit or inspection reveals that NX or its Affiliates have overpaid any amount owed to Supplier, Supplier shall promptly pay to NX such overpaid amount. If any audit or inspection reveals that NX or its Affiliates have been underpaid any amount owed to Supplier, Supplier shall have the right to promptly invoice such underpaid amount. The audit or inspection shall be conducted at NX’s expense, unless [***], in which case Supplier will reimburse NX for all reasonable costs and expenses incurred by NX in connection with such audit or inspection, [***]. Supplier shall immediately take all necessary or desirable corrective and preventive actions, in each case to the extent they are commercially reasonable, to resolve any issues discovered by any audit or inspection conducted by or on behalf of NX, provided that

Force Majeure. As used in this Agreement, “Force Majeure” means an act or event that: (a) prevents a Party from performing its obligations under this Agreement; (b) is beyond the reasonable control of and not the fault of the Party; and (c) could not be avoided or overcome, despite the Party’s best efforts to do so. Neither Party shall be liable for any delay in performing, or for failing to perform, its obligations under this Agreement resulting from Force Majeure if the affected Party uses its commercially reasonable efforts to mitigate its effects. The Party affected by a Force Majeure must promptly notify the other Party of the event (not later than [***] after discovery). Where the Supplier is the affected Party, any impacted Delivery Dates shall be extended for the period of delay or Supplier’s inability to perform. If a Party’s performance is delayed by Force Majeure for [***] or more, the unaffected Party may at any time thereafter terminate the affected purchase orders or this Agreement upon notice to the affected Party, in each case, subject to Section 14.4.

Insurance. NX and Supplier agree to maintain appropriate insurance to cover their respective risks under this Agreement with coverage amounts commensurate with levels in their respective markets. Customer specifically agrees to maintain insurance coverage for any Products and Materials the title and risk of loss of which has passed to Customer pursuant to this Agreement and which is stored on the premises of Flex. At a minimum, Supplier shall maintain the insurance set forth in Exhibit D.

Continuity. Supplier certifies it has in place a business continuity and disaster recovery plan (“Disaster Recovery Plan”) that has been tested and maintained to assure a resilient state of readiness for Supplier’s own mission-critical operations in the event of a failure or interruption of Services, Force Majeure, or other circumstances severely interrupting Supplier’s business operations. [***] A Disaster Recovery Plan specific to certain Products or Services may be mutually agreed and appended to the applicable purchase order. Supplier’s Disaster Recovery Plan will be considered Supplier’s Confidential Information. Parties agree that such Disaster Recovery Plan will be updated from time to time.

Publicity. Each of Supplier and NX may not announce, describe or confirm the existence or terms of this Agreement or use the name, logo, trademark, or other symbol of the other Party (the “Other Party’s Name”) in publicity releases or advertising without securing the prior written consent of the other Party, in the case NX, of NX’s Corporate Communications Group. If such written consent is granted, any material change in the manner of presentation of the Other Party’s Name referring to NX shall require re-approval.

Even Handed Construction. The Parties acknowledge that the terms and conditions as set forth in this Agreement have been reviewed and subject to mutual negotiation, and it is the Parties’ intention that no term or condition be construed against a Party merely because it was prepared by that Party.

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which together shall constitute one instrument; provided, however, that this Agreement shall be of no force or effect until executed by both Parties.

Electronic Signature. In all jurisdictions where digital or electronic signatures are legally binding under the laws of those jurisdictions, this Agreement and all SOWs, purchase orders, change orders, amendments, or other documents requiring signature may be executed using digital or electronic signatures, and those documents that are digitally or electronically executed will be legally binding.

English Language. This Agreement is in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English. All monetary amounts described in this Agreement are in U.S. dollars.

Additional Requirements. The Parties agree to the additional requirements contained in the following exhibits, attached to this Agreement and incorporated herein:

Exhibit A:    Adoption Agreement

Exhibit B:    List of Current Affiliates

Exhibit C:    [***]

Exhibit D:    Quality Requirements

Exhibit E:    Insurance

Exhibit F:    Compliance with Laws

Exhibit G:    Advance Shipping Notice Process

Exhibit H:    RBA Status

Exhibit I:    Nextracker Quality Assurance Requirements