PROSPECTUS

12,857,143 Shares

NEXTRACKER INC.

Class A Common Stock

Second Amended and Restated

2022 Nextracker Inc. Equity Incentive Plan

Nextracker Inc., a Delaware corporation (the “Company”), is offering to the Company’s

(and its subsidiaries’ and certain of its affiliates’) employees, officers, directors and consultants
pursuant to the terms and conditions of the Second Amended and Restated 2022 Nextracker Inc.
Equity Incentive Plan (as amended from time to time, the “Plan”) an aggregate of up to
12,857,143 shares of its authorized but unissued shares of Class A common stock, $0.0001 par
value (“Common Stock”).

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

This document constitutes part of a prospectus covering securities that have

been registered under the Securities Act of 1933, as amended (the “Securities
Act”).

The Company’s shares of Common Stock are listed on the NASDAQ Global Select Market
under the symbol “NXT.”

For information about the Plan or the Company, you should rely only on the information
contained or incorporated by reference in this prospectus. The Company has not
authorized anyone to provide you with different or additional information. This prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any securities in any
jurisdiction to or from any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction.
INTRODUCTION ...........................................................................................................................1
SUMMARY .....................................................................................................................................2
QUESTIONS AND ANSWERS ABOUT THE PLAN...................................................................2
1. What is the Plan? .................................................................................................................2
2. What is the purpose of the Plan?..........................................................................................2
3. Who is eligible to participate in the Plan? ...........................................................................2
4. What kinds of stock awards are granted under the Plan? ....................................................3
5. What kind of awards may I receive under the Plan? ...........................................................3
6. How do Performance Stock and Performance Stock Units Vest? .......................................4
7. Who administers the Plan?...................................................................................................4
8. How many shares of Common Stock are authorized for issuance under the Plan? .............5
10. When can I exercise my Options under the Plan? ...............................................................5
11. How long do I have to exercise my Options under the Plan? ..............................................6
12. What determines the exercise price of my Options under the Plan? ...................................6
13. How do I exercise my Options under the Plan? ...................................................................6
14. How does the Company satisfy its withholding obligations related to the exercise or
vesting of my awards? .........................................................................................................6
15. What happens to my awards that were previously granted under the Prior Plan? ...............7
16. Can I transfer my awards under the Plan? ...........................................................................7
17. What happens to my awards under the Plan if I leave Nextracker? ....................................7
18. Is an award under the Plan an employment or service contract? .........................................7
19. After I receive an award under the Plan can I vote my shares of Common Stock?.............7
20. Does my award under the Plan get adjusted for future events? ...........................................8
21. What happens to the awards granted to me under the Plan if there is a change of control
of the Company? ..................................................................................................................8
22. What is a “change of control” for purposes of the Plan? .....................................................9
23. Can I defer settlement of my awards?..................................................................................9
24. What if there is a dispute concerning the Plan? .................................................................10
25. How can the Plan change? .................................................................................................10
26. Can awards be repriced? ....................................................................................................10
27. Are awards subject to clawback? .......................................................................................10
28. Where can I get additional information about the Plan or my stock awards granted under
the Plan? .............................................................................................................................11
29. What are the U.S. federal income tax consequences to me of participating in the Plan? ..11
30. What is the U.S. federal income tax treatment of the Company under the Plan? ..............12
31. What are the income tax consequences to me if I am subject to income tax outside of the
United States? ....................................................................................................................13
32. Is the Plan subject to any ERISA provisions? ...................................................................13
AVAILABILITY OF ADDITIONAL INFORMATION ..............................................................14
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS .................15
EXHIBIT A GUIDE TO TAX / LEGAL ISSUES FOR NON-U.S. JURISDICTIONS ..............16
INDEX ...........................................................................................................................................16
 INTRODUCTION

This document provides information about the stock awards granted or to be granted
under the Plan. The Plan was registered on a Registration Statement on Form S-8 (the
“Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on
February 13, 2023, under which the Company registered 12,857,153 shares of Common Stock
for issuance pursuant to the Plan.

No fees, commissions or other charges will be charged in connection with the issuance of
shares of Common Stock under the Plan.

Additional information about the Plan and its administrators may be obtained by
contacting Paul Marshall, Senior Equity Manager, 6200 Paseo Padre Pkwy, Fremont, California
94555; stockadmin@nextracker.com; Telephone (510) 257-6461.

The following Questions and Answers provide a summary of certain provisions of the
Plan and are not meant to be complete. For more information, you should refer to the full text
of the Plan, including the definitions of terms contained in the Plan.

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 SUMMARY
OF THE SECOND AMENDED AND RESTATED
2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN

This summary was prepared to introduce you to the Second Amended and Restated 2022
Nextracker Inc. Equity Incentive Plan (as amended from time to time, the “Plan”). It has been
written to provide you with an overview of how the Plan operates. This summary is simply a
guide to the principal provisions of the Plan and is qualified in its entirety by the Plan.

QUESTIONS AND ANSWERS ABOUT THE PLAN

1. What is the Plan?

On February 3, 2023, the board of directors (the “Board”) of Nextracker Inc. (the
“Company”) approved the current version of the Plan, which became effective (upon receiving
the requisite stockholder approval) on February 3, 2023(the “Effective Date”). The Plan in its
current form is effective as of February 3, 2023. The Board has reserved a total of 12,857,143
shares of Common Stock for issuance under the Plan. The Plan replaced the First Amended and
Restated 2022 Nextracker LLC Equity Incentive Plan (as amended, the “Prior Plan”). See
Question No. 15 below, regarding the treatment of awards granted under the Prior Plan.

Awards may be granted pursuant to the Plan until February 3, 2033 (i.e., ten (10) years
from the date of the Effective Date). The Plan (including the Prior Plan, as and when the Prior
Plan was effective) is our sole plan under which equity awards may be granted.

2. What is the purpose of the Plan?

The purpose of the Plan is to provide incentives to attract and retain the best available
personnel, to provide additional incentives to employees, officers, directors and consultants of
the Company and its affiliates and to promote the success of the Company’s business by:

linking the personal interests of employees, officers, directors and consultants of the
Company and its subsidiaries and certain of its affiliates (collectively, “Nextracker”)
to those of the Company’s stockholders; and

providing such individuals with an incentive for outstanding performance to generate

superior returns to the Company’s stockholders.

3. Who is eligible to participate in the Plan?

In general, employees, officers, directors and consultants of Nextracker are eligible to

receive grants of awards under the Plan; provided, however, that such awards will not be granted
to employees, directors and consultants of any parent company of Nextracker (e.g., Flex), it
being understood that, without more, awards granted to employees, officers, directors and
consultants of Nextracker will not terminate in the event the employment or services of such
individual is transferred to a parent company of Nextracker.

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 4. What kinds of stock awards are granted under the Plan?

The Company may grant the following types of stock awards under the Plan:

• Options, including non-qualified stock options (“NQSOs”) and incentive stock

options (“ISOs”), which, once vested, entitle the holder to purchase shares of
Common Stock at the price set forth in the award agreement, which price may not
be less than the fair market value of a share of Common Stock on the date of grant
(the holder of a NQSO will generally have to pay tax at the time of exercise of the
NQSO, while the holder of an ISO generally is permitted to defer paying tax until
the exercised shares are sold (assuming certain holding period requirements are
met));

• Stock Appreciation Rights, which, once vested, give the holder the right to
receive the difference between the fair market value of a specified number of
shares of Common Stock on the date of exercise over the grant price. Stock
Appreciation Rights may be paid in shares of Common Stock or in cash (or a
combination of shares of Common Stock and cash), as determined by the
Committee (which is described below);

• Performance Stock, which are awards denominated in shares of Common Stock,

the vesting of which will be contingent upon the achievement of certain
performance goals established by the Committee;

• Performance Stock Units, which are awards denominated in units of value (which
may include the dollar value of shares of Common Stock) and represent the right
to receive a payment (which may be settled in shares of Common Stock, cash or a
combination of shares of Common Stock and cash), the vesting of which will be
contingent upon the achievement of certain performance goals established by the
Committee;

• Restricted Stock Units, which are awards denominated in units of value (which
may include the dollar value of shares of Common Stock) and represent the right
to receive a payment (which may be settled in shares of Common Stock, cash, or
a combination of shares of Common Stock and cash), subject to satisfaction of
vesting conditions specified by the Committee in the award agreement; and

• Other stock-based awards that are not inconsistent with the Plan.

5. What kind of awards may I receive under the Plan?

If you are an employee, officer or consultant of Nextracker, you may be awarded

Options, Stock Appreciation Rights, Performance Stock, Performance Stock Units, Restricted
Stock Units, other stock-based awards or any combination of them. However, ISOs include
employment-related limitations, such that, they are not available for grant to consultants or
directors.

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 The Company also may grant substitute awards under the Plan, which are awards granted
in assumption of, or in substitution or exchange for, awards previously granted by a company
acquired by the Company. Some of the restrictions described herein do not apply to substitute
awards.

6. How do Performance Stock and Performance Stock Units Vest?

Performance Stock and Performance Stock Unit awards are linked to any one or more of
the performance goals specified in the Plan or such other specific performance goals determined
appropriate by the Committee, over any performance period or periods determined by the
Committee.

Performance goals may be expressed in terms of overall Company performance, the

performance of any parent, subsidiary or affiliate of the Company, the performance of a division
or a business unit of the Company or any parent, subsidiary or affiliate of the Company, or the
performance of an individual eligible to receive grants of awards under the Plan.

The Committee, in its discretion, may provide for the appropriate adjustments or
modifications of the performance goals for a performance period to reflect any objectively
determinable component of a performance goal, including foreign exchange gains and losses,
asset write downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital
expenditures, special charges such as restructuring or impairment charges, debt refinancing costs,
extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events
affecting the Company or its financial statements, or changes in law or accounting principles, or
any other events or occurrences for which the Committee determines an adjustment or
modification should be made.

As soon as practicable following the completion of a performance period or periods

applicable to a performance-based award, the Committee will determine the extent to which the
applicable performance goals have been achieved and, as applicable, the resulting final value of
the award earned by the participant.

7. Who administers the Plan?

The Plan may be administered by the Compensation Committee or such other committee
that is appointed by the Board to administer the Plan (as applicable, the “Committee”), although
the Board may also exercise any authority granted to any committee thereof under the Plan. The
Committee has complete discretion, subject to the provisions of the Plan, to:

• select each eligible individual to whom awards will be granted;

• determine the type and amount of awards to be granted, the timing of such
awards, and the other terms and conditions of awards granted under the Plan;

• determine whether the performance goals under any performance-based award

have been met;

• interpret the Plan and award agreements;

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 • establish rules and regulations relating to the Plan; and

• make all other determinations necessary or advisable for administering the Plan.

Under the terms of the Plan, the Committee may delegate its authority to grant or amend
awards under the Plan to a committee of the Board or to one or more officers of the Company, in
each case, to the extent permitted by applicable law.

The members of the Board or the Committee do not receive any compensation for
administering the Plan in addition to the compensation they would otherwise receive for Board
or Committee service. The Company bears all expenses in connection with the administration of
the Plan. Additional information about the Plan and its administrators may be obtained by
contacting Paul Marshall, Senior Equity Manager 6200 Paseo Padre Pkwy, Fremont, California
94555; stockadmin@nextracker.com; Telephone (510) 257-6461.

8. How many shares of Common Stock are authorized for issuance under the
Plan?

The total number of shares of Common Stock available for grant under the Plan is
12,857,143 shares of Common Stock. Each share of Common Stock that is subject to any award
will count against the aggregate Plan limit as one share of Common Stock. Shares of Common
Stock that are withheld (if and to the extent permitted by applicable law) to satisfy the grant or
exercise price or tax withholding obligations pursuant to any award will be treated as issued
under the Plan and will not be added back to the aggregate number of shares of Common Stock
available for grant under the Plan, and the gross number of shares of Common Stock subject to a
Stock Appreciation Right shall be deducted from the aggregate number of shares of Common
Stock which may be issued under the Plan, regardless of the number of shares of Common Stock
delivered to a participant upon exercise.

9. Is there a limit to the number or size of stock awards I may receive under the
Plan?

The Code limits to not more than US$100,000 the aggregate fair market value
(determined as of the time the Option is granted) of the shares with respect to which ISOs are
exercisable for the first time by a participant during any calendar year (under the Plan or under
any other incentive share option plan of the Company or any parent, affiliate or subsidiary
thereof).

10. When can I exercise my Options under the Plan?

The exercisability and the vesting of your Options is determined at the time of grant by
the Committee and is set forth in your Option grant. Options issued under the Plan generally
become exercisable after a specified period of time and the satisfaction of any other vesting
conditions set forth in the Option award agreement. Options granted under the Prior Plan as
Legacy Awards (as defined below) included provisions that may have allowed for an exercise
price that is less than fair market value, but those provisions were never triggered and it is
anticipated that future Options will not be structured in this manner. If you have any questions

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about the exercisability of your specific Options under the Plan, you may contact Paul Marshall,
Senior Equity Manager 6200 Paseo Padre Pkwy, Fremont, California 94555;
stockadmin@nextracker.com; Telephone (510) 257-6461.

11. How long do I have to exercise my Options under the Plan?

The term of your Option is generally set forth in your Option grant. The Plan provides
that Options generally must be exercised within ten (10) years after the Option grant date (five
(5) years in the case of an ISO granted to a holder who owns ten (10) percent or more of the
outstanding shares of the Company or of any parent or subsidiary of the Company); provided
that the Option award agreement may provide for shorter periods during which your Options
may be exercised, unless earlier terminated as described in the answers to the below questions.

12. What determines the exercise price of my Options under the Plan?

The exercise price of each Option is stated in your Option grant, and must be at least
equal to the fair market value (as defined in the Plan) of a share of Common Stock on the date
the Option is granted.

Fair market value will generally be the closing price of a share of Common Stock on the
date of determination as reported in The Wall Street Journal. In the event the Company’s stock
are not publicly traded at the time of determination, the fair market value will be reasonably
determined by the Committee acting in good faith.

13. How do I exercise my Options under the Plan?

The Committee will determine the methods by which the exercise price of an Option may
be paid, which may include:

a payment in cash or by check;

delivery of other property acceptable to the Committee (including, a net exercise or a

“sell to cover” program established by the Company); or

any combination of the foregoing methods of payment.

14. How does the Company satisfy its withholding obligations related to the
exercise or vesting of my awards?

The Company may deduct or withhold, or require a participant to remit to the Company,
an amount sufficient to satisfy U.S. federal, state and local taxes and any taxes imposed by
jurisdictions outside of the United States (including income tax, social insurance contributions,
payment on account and any other taxes that may be due) required by law to be withheld with
respect to any taxable event concerning a participant arising as a result of the Plan. In addition,
the Company may take any action as may be necessary in its opinion to satisfy withholding
obligations for the payment of taxes by any means authorized by the Committee. No shares of
Common Stock will be delivered under the Plan to any participant or other person until the

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participant or such other person has made arrangements acceptable to the Committee for the
satisfaction of applicable tax obligations arising as a result of awards made under the Plan.

15. What happens to my awards that were previously granted under the Prior
Plan?

With respect to awards granted under the Prior Plan (“Legacy Awards”), such Legacy
Awards were automatically and immediately amended on the Effective Date, such that, all
Legacy Awards will relate to Common Stock under the Plan rather than “Common Units” as was
the case under the Prior Plan. Prior to the Effective Date, the Legacy Awards were amended on a
similar automatic and immediate basis to reflect (among other things) that certain 2.1:1 “Reverse
Unit Split” which took place on January 30, 2023. After accounting for such Reverse Unit Split,
the number of Common Units (and the exercise price therefor, with respect to Legacy Awards
consisting of Options) remain unchanged with respect to the number of shares of Common Stock
(and the exercise price therefor, with respect to Legacy Awards consisting of Options) that are
subject to Legacy Awards that remain in effect under the Plan.

16. Can I transfer my awards under the Plan?

Generally, no. Awards granted under the Plan may not be transferred in any manner other
than by will or by the laws of descent and distribution or pursuant to beneficiary designation
procedures approved from time to time by the Committee or the Board, as applicable. Awards
(other than ISOs) may, if so provided in the applicable award agreement, be transferred to family
members or charitable institutions through a gift, pursuant to conditions and procedures
established by the Committee.

17. What happens to my awards under the Plan if I leave Nextracker?

Except as otherwise provided in the Plan, your awards will generally be exercisable or
payable only while you continue to be an eligible employee, consultant or director; provided,
however, that the Committee may provide that any award may be exercised or paid subsequent to
you leaving Nextracker or because of your retirement, death or disability, or otherwise, provided
that in no event may an Option be exercised after the expiration of the term set forth in the
applicable award agreement.

18. Is an award under the Plan an employment or service contract?

No. Your award granted to you under the Plan does not impose any obligation
whatsoever upon you or Nextracker to continue your employment or service relationship with
Nextracker. Such relationship is terminable at will by you or Nextracker, subject to applicable
laws and any other agreement that may exist between you and Nextracker.

19. After I receive an award under the Plan can I vote my shares of Common
Stock?

You have no voting or dividend rights with respect to Options or Stock Appreciation
Rights prior to the time you exercise such Options or Stock Appreciation Rights (if paid in shares
of Common Stock). In addition, you have no voting or dividend rights with respect to
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Performance Stock, Performance Stock Unit or Restricted Stock Unit Awards prior to the
delivery of any shares of Common Stock which may be payable upon the vesting of such awards.
A full-value award (generally an award other than an Option or Stock Appreciation Right) may
provide for dividends or dividend equivalents to accrue on behalf of a participant as of each
dividend payment date during the period between the date the award is granted and the date the
award is exercised, vested, expired, credited or paid, and to be converted to vested cash or shares
of Common Stock at the same time and in all events subject to the same restrictions and risk of
forfeiture that apply to the shares of Common Stock to which such dividends or dividend
equivalents relate.

20. Does my award under the Plan get adjusted for future events?

The Committee will make certain adjustments to the Plan and to all outstanding awards
under the Plan in the event of any stock split, stock dividend, extraordinary dividend,
recapitalization, combination, exchange, spin-off or other change affecting the outstanding
shares of Common Stock without the Company’s receipt of consideration. For instance, such
adjustments took place in connection with the “Reverse Unit Split” described above. In the event
of such a change, appropriate adjustments will be made to:

• the maximum number and/or class of securities issuable under the Plan;

• the maximum number and/or class of securities for which any participant may be
granted awards under the terms of the Plan or that may be granted generally under
the terms of the Plan; and

• the number and/or class of securities and price per share of Common Stock in
effect under each outstanding award.

Any such adjustments to the outstanding awards will be effected in a manner as to

preclude the enlargement or dilution of rights and benefits under such awards. However, in no
event will fractions of a share of Common Stock be issued. With the exception of Options
granted under the Prior Plan as Legacy Awards, no adjustment will be made to an award that
would result in the grant of a new Option or Stock Appreciation Right under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”).

21. What happens to the awards granted to me under the Plan if there is a
change of control of the Company?

Unless otherwise provided in the applicable award agreement or other plan or written
agreement between the Company and the participant, in the event of a change of control of the
Company (as defined below) in which the participant’s awards are not converted, assumed, or
replaced by a comparable award by a successor or survivor corporation, or a parent or subsidiary
thereof, then such awards will automatically vest and all forfeiture restrictions on such awards
will lapse (or in the case of Options and Stock Appreciation Rights, will automatically vest and
become fully exercisable) immediately prior to the change of control and, following the
consummation of such a change of control, all such awards will terminate and cease to be
outstanding.

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 22. What is a “change of control” for purposes of the Plan?

Under the Plan, a “change of control” is defined to mean the occurrence of any of the
following events:

(a) With certain exceptions set forth in the Plan, a transaction or series of transactions
whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly
or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition;

(b) During any one-year period, individuals who, at the beginning of such period,
constitute the Board together with any new director(s) (other than any director(s) designated by
any person who will have entered into an agreement with the Company in connection with any
transaction described in paragraph (a) or (c) of this response) whose election or appointment by
the Board or nomination for election by the Company’s stockholders was approved by a vote of
at least a majority of the directors then still in office who either were directors at the beginning of
the one-year period or whose election or appointment or nomination for election was previously
so approved, cease for any reason to constitute a majority of the Board pursuant to a transaction
or other mechanism outside of the normal election process of directors under the Company’s
corporate governance policies;

(c) The consummation by the Company of (x) a merger, consolidation,

reorganization, or business combination or (y) a sale or other disposition of all or substantially all
of the Company’s assets in any single transaction or series of related transactions or (z) the
acquisition of assets or shares of another entity, in each case other than a transaction, under
which the holders of voting securities prior to such transaction continue to hold a majority of
such voting securities after the transaction; or

(d) The Company’s stockholders approve a liquidation or dissolution of the

Company.

23. Can I defer settlement of my awards?

The Committee may, in an award agreement or otherwise, provide or permit for the
deferred delivery of shares of Common Stock or cash upon settlement, vesting or other events
with respect to awards. In no event will an election to defer the delivery of shares of Common
Stock or any other payment with respect to any award be allowed if the Committee determines,
in its sole discretion, that the deferral would result in the imposition of the additional tax under
Section 409A(a)(1)(B) of the Code. None of the Company, the Board or the Committee shall
have any liability to a participant, or any other party, if an award that is intended to be exempt
from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any
action taken by the Company, the Board or the Committee.

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 24. What if there is a dispute concerning the Plan?

Subject to the provisions of the Plan, the Board or the Committee has the sole authority
and discretion to construe and interpret any of the provisions of the Plan or the provisions of any
awards granted thereunder. Such interpretations are binding on the Company and on you.
Members of the Board or the Committee may be contacted by writing to them at the Company’s
principal executive offices.

25. How can the Plan change?

The Committee may amend or modify the Plan in any or all respects, except that any
such amendment or modification may not materially and adversely affect the rights of any holder
of an award previously granted under the Plan unless such holder consents, other than to the
extent necessary to comply with applicable income tax laws and regulations. The Committee
may terminate the Plan at any time. Other than in connection with adjustments described in
Question No. 20, the Committee may not do any of the following without the approval of the
Company’s stockholders:

• amend the Plan to increase the maximum number of shares of Common Stock
issuable under the Plan;

• materially modify the eligibility requirements for participation in the Plan; or

• materially increase the benefits accruing to participants in the Plan.

In addition, the Committee may not, without the requisite stockholder approvals, amend
the Plan in any manner that requires such stockholder approval under the stock exchange listing
requirements then applicable to the Company.

26. Can awards be repriced?

The Committee may not, without the approval of the Company’s stockholders, (a) lower
the exercise price of an Option or grant price of a Stock Appreciation Right after it is granted, (b)
cancel an Option or Stock Appreciation Right when the exercise price or grant price exceeds the
fair market value of one share of Common Stock in exchange for cash or another award (other
than in connection with a change of control or substitute awards), or (c) take any other action
with respect to an Option or Stock Appreciation Right that would be treated as a repricing under
the stock exchange listing requirements then applicable to the Company.

27. Are awards subject to clawback?

All awards granted under the Plan will be subject to clawback in accordance with any
clawback policy that the Company adopts, including any clawback policy the Company is
required to adopt pursuant to applicable law. In addition, the Committee may impose such other
clawback, recovery or recoupment provisions in an award agreement as the Committee
determines necessary or appropriate.

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 28. Where can I get additional information about the Plan or my stock awards
granted under the Plan?

The questions and answers contained herein are simply meant to be a guide to the
principal terms of the Plan and are qualified in their entirety by the express provisions of the
Plan. You may contact Paul Marshall, Senior Equity Manager, 6200 Paseo Padre Pkwy,
Fremont, California 94555; stockadmin@nextracker.com; Telephone (510) 257-6461 with any
specific questions you may have regarding the Plan or your individual stock awards or to request
a report summarizing the amount and status of your stock awards.

29. What are the U.S. federal income tax consequences to me of participating in
the Plan?

THE FOLLOWING GENERAL SUMMARY OF THE UNITED STATES FEDERAL

INCOME TAX CONSEQUENCES ASSOCIATED WITH PARTICIPATING IN THE PLAN
IS BASED UPON EXISTING STATUTES, REGULATIONS AND INTERPRETATIONS AS
OF THE DATE HEREOF. THIS DISCUSSION ADDRESSES ONLY PARTICIPANTS
EMPLOYED IN THE UNITED STATES AND DOES NOT INCLUDE ALL OF THE U.S.
FEDERAL INCOME TAX CONSEQUENCES THAT MAY BE RELEVANT TO A
PARTICIPANT IN LIGHT OF SUCH PARTICIPANT’S PARTICULAR CIRCUMSTANCES,
NOR ANY STATE, LOCAL OR NON-U.S. TAX CONSEQUENCES. BECAUSE THE
CURRENTLY APPLICABLE RULES ARE COMPLEX, THE TAX LAWS MAY CHANGE
AND THE INCOME TAX CONSEQUENCES MAY VARY DEPENDING UPON THE
PARTICULAR CIRCUMSTANCES OF EACH PARTICIPANT, EACH PARTICIPANT
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE FEDERAL
(INCLUDING EMPLOYMENT-RELATED) OR STATE, LOCAL AND NON-U.S. INCOME
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. THE GENERAL SUMMARY
BELOW DOES NOT CONSTITUTE TAX ADVICE AND SHOULD NOT BE RELIED UPON
BY A PARTICIPANT IN DETERMINING HIS OR HER COURSE OF ACTION WITH
RESPECT TO ANY AWARD GRANTED UNDER THIS PLAN.

IRS CIRCULAR 230 REQUIRES THAT WE INFORM YOU THAT ANY TAX
STATEMENT HEREIN REGARDING ANY U.S. FEDERAL TAX IS NOT INTENDED OR
WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE
PURPOSE OF AVOIDING ANY PENALTIES. ANY SUCH STATEMENT HEREIN WAS
WRITTEN TO SUPPORT THE MARKETING OR PROMOTION OF THE
TRANSACTION(S) OR MATTER(S) TO WHICH THE STATEMENT RELATES.
PARTICIPANTS SHOULD CONSULT THEIR OWN INDEPENDENT TAX ADVISORS IN
DETERMINING THE TAX CONSEQUENCES BASED ON THEIR PARTICULAR
CIRCUMSTANCES.

Non-Qualified Stock Options. A participant will generally not recognize any taxable
income at the time a NQSO is granted. However, upon exercise of a NQSO, the participant
generally will realize ordinary income in an amount equal to the difference between the fair
market value of the shares of Common Stock received upon exercise of the NQSO (the “NQSO
Shares”) and the participant’s exercise price. The included amount must be treated as ordinary
income by the participant and may be subject to income tax and employment tax withholding by
11
the Company. The participant’s tax basis in the NQSO Shares received will be equal to the
exercise price plus the amount recognized as ordinary income. Upon a sale of the NQSO Shares
by the participant, any subsequent appreciation or depreciation in the value of the NQSO Shares
will be treated as capital gain or loss.

Incentive Stock Options. A participant will recognize no income upon grant of an ISO
and generally will incur no tax upon exercise of an ISO. However, the excess of the fair market
value of the shares of Common Stock received upon exercise of the ISO (the “ISO Shares”) over
the Option exercise price is an item of tax preference income which may be subject to the
alternative minimum tax. If the participant holds the ISO Shares for more than one year after the
date the Option was exercised and for more than two years after the Option grant date, the
participant generally will realize long-term capital gain or loss upon disposition of the ISO
Shares. This gain or loss generally will be equal to the difference between the amount realized
upon such disposition and the exercise price of the ISOs.

Stock Appreciation Rights. The grant of a Stock Appreciation Right will generally not
create any tax consequences for the participant or the Company. Upon the exercise of a Stock
Appreciation Right, the participant will recognize ordinary income in an amount equal to the
cash or fair market value of the shares of Common Stock received from the exercise. The
participant’s tax basis in any shares of Common Stock received upon the exercise of the Stock
Appreciation Right will be equal to the ordinary income recognized with respect to the shares of
Common Stock. Upon disposition of the shares of Common Stock, the participant will recognize
capital gain or loss equal to the difference between the amount realized and his or her basis in the
shares of Common Stock.

Performance Stock, Performance Stock Unit and Restricted Stock Unit Awards. In
general, a participant will not recognize income with respect to Performance Stock, Performance
Stock Unit and Restricted Stock Unit Awards until there is a settlement of the award. On that
date, the participant recognizes ordinary income in an amount equal to the cash or fair market
value of the shares of Common Stock received. The participant’s tax basis in any shares of
Common Stock received is the amount included in his or her income, and the participant’s
holding period in the shares of Common Stock commences on the day after receipt of the shares
of Common Stock. Upon disposition of the shares of Common Stock, the participant will
recognize capital gain or loss equal to the difference between the amount realized and his or her
basis in the shares of Common Stock.

No Assurance of Tax Consequences. Although the Company may endeavor to qualify an

award under the Plan for favorable tax treatment (e.g., ISOs) or avoid adverse tax treatment (e.g.,
under Section 409A of the Code), the Company makes no representation to that effect and
expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment.

30. What is the U.S. federal income tax treatment of the Company under the
Plan?

Subject to certain limitations, the Company generally will be entitled to a U.S. federal
income tax deduction in connection with the exercise by its employee, officer, director or
consultant of a NQSO or Stock Appreciation Right (or, with respect to a Performance Stock,
12
Performance Stock Unit or Restricted Stock Unit Award, when the award is settled) to the extent
that the employee, officer director, or consultant recognizes ordinary income. The Company
generally will also be entitled to a U.S. federal income tax deduction in connection with the
disposition by its employee or officer of ISO Shares to the extent that the employee or officer
recognizes ordinary income on a disqualifying disposition of the ISO Shares. In each case, the
Company will be required to comply with any information reporting obligations with respect to
the income recognized by the employee, officer, director or consultant.

31. What are the income tax consequences to me if I am subject to income tax
outside of the United States?

Please refer to Exhibit A for a guide to the tax consequences related to participation in the
Plan for eligible officers and employees who are subject to tax in non-U.S. jurisdictions.

32. Is the Plan subject to any ERISA provisions?

The Plan is not subject to any provisions of the Employee Retirement Income Security
Act of 1974 and is not qualified under Section 401(a) of the Code.

13
 AVAILABILITY OF ADDITIONAL INFORMATION

The Company has filed the Registration Statement with the SEC with respect to the shares of
Common Stock issuable pursuant to the Plan. The Registration Statement incorporates by
reference the following documents:

• the Company’s prospectus filed with the SEC pursuant to Rule 424(b) of the
Securities Act on February 10, 2023, in connection with the Company’s
Registration Statement on Form S-1, as amended (the “Prospectus”); and

• the description of the Common Stock contained in the Company’s Registration

Statement on Form 8-A filed with the SEC on February 9, 2023, pursuant to
Section 12(b) of the Securities Exchange Act, including any amendment or report
for the purpose of updating such description.

In addition, all documents subsequently filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act (other than portions of such documents deemed
not to be filed) prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference into the Registration Statement and to be a part hereof
from the date of filing of such documents. All documents incorporated by reference in the
Registration Statement are also incorporated herein by reference. Any statement contained in a
document incorporated or deemed to be incorporated by reference in the Registration Statement
and this prospectus shall be deemed to be modified or superseded to the extent that a statement
contained in any other subsequently filed document which also is or is deemed to be
incorporated by reference in the Registration Statement and prospectus modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement and this prospectus.

The Company will provide to you, upon written or oral request and without charge: (1) a copy
of any document incorporated by reference in the Registration Statement (excluding exhibits to
any such documents unless such exhibits are specifically incorporated by reference into such
document); (2) a copy of the Company’s most recent Annual Report to Shareholders (or such
alternative document as Rule 428(b)(2) under the Securities Act permits); (3) a copy of all
reports, proxy statements and other communications distributed by the Company to its
stockholders generally; and (4) a copy of all documents that constitute a part of the prospectus
required to be delivered to each participant of the Plan. Please direct all requests to: Paul
Marshall, Senior Equity Manager, 6200 Paseo Padre Pkwy, Fremont, California 94555;
stockadmin@nextracker.com; Telephone (510) 257-6461.

14
 CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, certain matters contained or incorporated by reference in this
prospectus are, or may be deemed to be, forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “will,”
“may,” “designed to,” “believe,” “should,” “anticipate,” “plan,” “expect,” “intend,” “estimate”
and similar expressions identify forward-looking statements, which speak only as of the date
they were made. Because these forward-looking statements are subject to risks and uncertainties,
actual results could differ materially from the expectations expressed in the forward-looking
statements. Important factors that could cause actual results to differ materially from the
expectations reflected in the forward-looking statements include the risks described in “Risk
factors” and “Management’s discussion and analysis of financial condition and results of
operations” in the Prospectus, as such description of risks may be updated by other reports and
documents we file with the SEC and that are incorporated by reference in this prospectus. In
addition, new risks emerge from time to time and it is not possible for management to predict all
such risk factors or to assess the impact of such risk factors on our business. Given these risks
and uncertainties, the reader should not place undue reliance on these forward-looking
statements. We disclaim any obligation to update information contained in these forward-looking
statements whether as a result of new information, future events, or otherwise, except as required
by law.

15
 EXHIBIT A

GUIDE TO TAX / LEGAL ISSUES FOR NON-U.S. JURISDICTIONS

This guide discusses the tax consequences related to participation in the Plan for eligible officers
and employees who are subject to tax in non-U.S. jurisdictions. You are encouraged to consult
your own tax, financial and legal advisors to discuss these issues and your own particular
circumstances and situation.

INDEX

Terms and Conditions

This Exhibit A includes additional terms and conditions that govern the awards granted to a
participant under the Plan if the participant resides in one of the countries listed below. Certain
capitalized terms used but not defined in this Exhibit A have the meanings set forth in the Plan
and/or the participant’s award agreement.

Notifications

This Exhibit A also includes information regarding exchange controls and certain other issues of
which the participant should be aware with respect to his or her participation in the Plan. The
information is based on the securities, exchange control and other laws in effect in the respective
countries as of April 2022. Such laws are often complex and change frequently. As a result, the
Company strongly recommends that the participant not rely on the information in this Exhibit A
as the only source of information relating to the consequences of the participant’s participation in
the Plan because the information may be out of date at the time that the award vests or becomes
exercisable and shares of Common Stock are issued to the participant or the participant sells
shares of Common Stock acquired upon vesting or exercisability of the award under the Plan.

In addition, the information contained herein is general in nature and may not apply to the
participant’s particular situation, and the Company is not in a position to assure the participant of
a particular result. Accordingly, the participant is advised to seek appropriate professional advice
as to how the relevant laws in the participant’s country may apply to his or her situation.

Finally, if a participant is a citizen or resident of a country other than the one in which he or she
is currently working or transfers employment after an award is granted to the participant, the
information contained herein may not be applicable to the participant.

AUSTRALIA

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Australia; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Australian Participant”).

16
 Notwithstanding any other provision of an award agreement, the Australian Participant
acknowledges, understands and agrees that the offer to grant an award under the Plan to
the Australian Participant:

(a) is a personal offer that:

(i) may only be accepted by the Australian Participant; and

(ii) is made to the Australian Participant because the Australian Participant is

an employee, director or consultant with respect to the Company’s
business in Australia;

(b) is made by the Company on reliance of the above warranty given by the
Australian Participant.

Notwithstanding any other provision of an award agreement all references to IRS in an

award agreement are taken equally to refer to the Australian Taxation Office.

2. Tax Deferral. Award granted to an Australian Participant are made under a plan to which
Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) (the “Act”) applies
(subject to the conditions in that Act).

Notwithstanding any provision in an award agreement to the contrary, an Australian

Participant right’s under an award agreement may not be transferred in any manner other
than by will or by the laws of descent and distribution.

3. TFN Withholding Tax. If the Company is required by law to pay any tax as a result of or
in connection with the grant of an award to the Australian Participant or an amount being
included in the Australian Participant’s assessable income under Division 83A of the
Income Tax Assessment Act 1997 (Cth) in relation to his or her awards for an income
year, then the Company will be entitled to:

(a) recover the amount of such tax from the Australian Participant as a debt;

(b) set off the amount of such tax against any debts due by the Company to the
Australian Participant; or

(c) where any awards have been granted by the Company to the Australian
Participant and such awards vest in the future, withhold a number of shares of
Common Stock that have a fair market value on the date at which the award vests
equal to the amount of such tax.

4. Termination of Continuous Service Status. Notwithstanding any provision in an award

agreement to the contrary:

an Australian Participant’s service will be considered terminated for vesting and other
purposes (other than tax purposes) as of the earlier of (a) the date that the Australian
Participant receives notice of termination of the Australian Participant’s engagement; or
17
 (b) the date that the Australian Participant is no longer actively providing services to the
Company or any of its affiliates, regardless of any notice period or period of pay in lieu
of such notice required under applicable employment law; the Committee will have the
exclusive discretion to determine when the Australian Participant’s active provision of
services is terminated for purposes of the award (including whether the Australian
Participant may still be considered actively employed while on a leave of absence).

5. Labor Law Acknowledgment. The following provisions apply if the Australian

Participant resides in Australia and receives an award from the Company:

(a) The Australian Participant’s participation in the Plan does not constitute an
acquired right;

(b) The Plan and the Australian Participant’s participation in it are offered by the
Company on a wholly discretionary basis;

(c) The Australian Participant’s participation in the Plan is voluntary;

(d) The Company and its affiliates are not responsible for any decrease in the value of
any shares of Common Stock acquired under the Plan;

(e) By accepting an award, the Australian Participant acknowledges that the

Company, with registered offices in the United States of America, is solely
responsible for the administration of the Plan. The Australian Participant further
acknowledges that his or her participation in the Plan, the grant of an award and
any acquisition of shares of Common Stock under the Plan do not constitute an
employment relationship between the Australian Participant and the Company
because the Australian Participant is participating in the Plan on a wholly
commercial basis. Based on the foregoing, the Australian Participant expressly
acknowledges that the Plan and the benefits that he or she may derive from
participation in the Plan do not establish any rights between the Australian
Participant and the Company and any subsidiary, and do not form part of the
employment conditions and/or benefits provided by the Company or any
subsidiary, and any modification of the Plan or its termination will not constitute a
change or impairment of the terms and conditions of the Australian Participant’s
employment or services;

(f) The Australian Participant further understands that his or her participation in the
Plan is the result of a unilateral and discretionary decision of the Company and,
therefore, the Company reserves the absolute right to amend and/or discontinue
the Australian Participant’s participation in the Plan at any time, without any
liability to the Australian Participant; and

(g) Finally, the Australian Participant hereby declares that he or she does not reserve
to him or herself any action or right to bring any claim against the Company for
any compensation or damages regarding any provision of the Plan or the benefits
derived under the Plan, and that he or she therefore grants a full and broad release

18
 to the Company, its affiliates, branches, representation offices, shareholders,
officers, agents or legal representatives, with respect to any claim that may arise.

6. Data Protection. In addition, the Australian Participant acknowledges that:

(a) the Company will only collect personal information that is reasonably necessary
for the purposes of offering the Plan to a Australian Participant, and facilitating
our internal business operations;

(b) the Company generally collects personal information directly from the Australian
Participant through an application form. Where direct collection is not practicable,
the Company may also collect personal information held by its affiliates or other
third parties;

(c) the Company will use the Australian Participant’s personal information only for
the purposes of offering and providing the Plan, and in accordance with its
privacy policy and the Privacy Act 1988 (Cth) (“Privacy Act”);

(d) the Company may disclose the Australian Participant’s personal information to
the Company’s insurance providers and workers compensation administrator, who
assist the Company in offering the Plan or operating the Company’s business, and
any person with a lawful entitlement to obtain the information;

(e) personal information will be held by the Company on servers located in the
United States;

(f) the Company is required by the Corporations Act 2001 (Cth) to collect the
following information about the Australian Participant for the purposes of the
Plan registry: name, contact details;

(g) if the Company does not collect the Australian Participant’s personal information
it requires or where the Australian Participant’s personal information is
incomplete or inaccurate, it will be unable to administer the Australian
Participant’s participation in the Plan and an award agreement;

(h) for the purposes of human resource administration, personal information may be
disclosed to entities located outside of Australia (including, without limitation,
entities located in the Brazil, Canada, China, Chile, India, Malaysia, Mexico,
Singapore, Spain, Switzerland, United Arab Emirates, United States of America).
The Company will take reasonable steps to ensure that overseas recipients to
whom personal information is disclosed will not breach the Privacy Act; and

(i) the Company’s privacy policy includes details of how the Company will use,
disclose and secure the Australian Participant’s personal information, how the
Australian Participant can access and correct any of that information, how the
Australian Participant can make a complaint if they consider that the Company
has not complied with the Privacy Act and the Australian privacy principles when
handling the Australian’s personal information.
19
BRAZIL

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Brazil; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Brazilian Participant”).

2. Definitions. Notwithstanding anything else contained in an award agreement:

“Disability” means: “any situation of invalidity or incapacity of the Brazilian Participant,

dully declared by the Social Security Bureau (“INSS”), that substantially prevents
him/her from fulfilling employment duties as he/she did prior to the event that caused
such situation”; and

“Cause” means: “any reason and/or cause such as to justify termination of employment
as per article 482 of the Brazilian Labor Code (“CLT”), which include: theft; direct order
disobedience, non-compliance with the company’s internal rules and policies, among
others.”

3. Notifications. Notwithstanding anything else contained in an award agreement:

(a) Foreign Asset/Account Reporting Notification. The Brazilian Participant hereby

represents and acknowledges that holding assets and rights outside Brazil with an
aggregate value exceeding US$1,000,000 may be subject to preparing and
submitting to the Central Bank of Brazil an annual declaration of such assets and
rights. Assets and rights that must be reported include shares of Common Stock
acquired or the receipt of any dividends or dividend equivalents paid under the
Plan. Please note that the US$1,000,000 threshold may be changed annually and
that foreign individuals holding Brazilian visas are considered Brazilian residents
for purposes of this reporting requirement.

(b) Tax Notification. The Brazilian Participant hereby represents and acknowledges
that payments to foreign countries and repatriation of funds into Brazil (including
proceeds from the sale of shares of common stock) and the conversion of USD
into BRL associated with such fund transfers may be subject to tax on financial
transactions. It is the Brazilian Participant’s responsibility to comply with any
applicable tax on financial transactions arising from their participation in the Plan.
The Brazilian Participant should consult with their personal tax advisor for
additional details.

4. Risk Factor. By accepting an award, the Brazilian Participant represents and

acknowledges that investment in shares of Common Stock involves a degree of risk. If
the Brazilian Participant elects to participate in the Plan, the Brazilian Participant should
monitor their participation and consider all risk factors relevant to the vesting or delivery
of shares of Common Stock under the Plan as set in the award agreement.

20
CANADA

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Canada; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Canadian Participant”).

2. Use of Information. For the purposes of managing and administering the arrangements
under an award agreement, we may share basic information such as information
concerning the Canadian Participant’s eligibility, grants, settlement or vesting in
accordance with an award agreement with and between Company Group Members. We
may also share this information with service providers that may assist in administering
the arrangements under an award agreement, as well as with relevant government
authorities.

3. Binding Obligation. The award agreement will, subject to its terms and conditions,
constitute a binding obligation of the Company to issue shares of Common Stock.

CHINA

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in the People’s Republic of China (“China”,
for the purpose of this Addendum, excluding Hong Kong Special Administrative Region,
Macau Special Administrative Region and Taiwan); or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
this Addendum will apply to the participant (“Chinese Participant”).

2. Data Privacy

(a) Data Collection and Usage. The Company collects, processes and uses personal
data about the Chinese Participant, including but not limited to, the Chinese
Participant’s name, home address, email address and telephone number, date of
birth, social insurance number, passport or other identification number, salary,
nationality, job title, any shares or directorships held in the Company, details of
all awards, rights or any other entitlement to shares awarded, cancelled, exercised,
vested, unvested or outstanding in the Chinese Participant’s favor, which the
Company receives from the Chinese Participant or the Chinese Participant’s
employer. In order for the Chinese Participant to participate in the Plan, the
Company will collect his or her personal data for purposes of allocating shares of
Common Stock and implementing, administering and managing the Plan. The
Company’s legal basis for the processing of the Chinese Participant’s personal
data is based on the Chinese Participant’s consent, the necessity for Company’s
performance of its obligations under the Plan and pursuant to the Company’s
legitimate business interests, and the Chinese Participant hereby confirms and
agrees that the Company will be entitled to collect, process, use and cross-border
transfer such personal data for the purpose of implementation of the Plan.

21
 (b) Stock Plan Administration and Service Providers. The Company may transfer the
Chinese Participant’s data to one or more third party stock plan service providers
based in the U.S., which may assist the Company with the implementation,
administration and management of the Plan. Such service provider(s) may open
an account for the Chinese Participant to receive and trade shares of Common
Stock. The Chinese Participant may be asked to acknowledge, or agree to,
separate terms and data processing practices with the service provider(s).

(c) International Data Transfers. The Chinese Participant’s personal data will be
transferred from the Chinese Participant’s country to the U.S., where the
Company is based, and may be further transferred by the Company to the U.S.,
where its service providers are based.

(d) Data Retention. The Company will use the Chinese Participant’s personal data
only as long as necessary to implement, administer and manage the Chinese
Participant’s participation in the Plan or as required to comply with legal or
regulatory obligations, including under tax and securities laws. When the
Company no longer needs the Chinese Participant’s personal data, which will
generally be ten (10) years after the Chinese Participant participates in the Plan,
the Company will delete such data, or make data anonymization on its systems. If
the Company keeps the data longer, it would be to satisfy any applicable legal or
regulatory obligations.

(e) Data Subject Rights. The Chinese Participant understands that he or she may have
a number of rights under data privacy laws in China. Subject to the applicable
data protection laws and regulations in China, as updated from time to time, such
rights may include the right to (i) request access or copies of personal data
processed by the Company, (ii) rectification of incorrect data, (iii) deletion of
data, (iv) restrictions or reject on processing of data, (v) portability of data, (vi)
lodge complaints with competent authorities in the Chinese Participant’s
jurisdiction, (vii) request for an explanation on the data processing rules, and/or
(viii) receive a list with the names and addresses of any potential recipients of the
Chinese Participant’s personal data. To receive clarification regarding these rights
or to exercise these rights, the Chinese Participant can contact his or her local
human resources department.

3. Satisfaction of Regulatory Obligations. If the Chinese Participant is a PRC resident, the

award is subject to additional terms and conditions, which may include but are not
limited to the following, as determined by the Company in its sole discretion, in order for
the Company to comply with any applicable local laws and regulations or to obtain the
applicable approvals from the PRC State Administration of Foreign Exchange (“SAFE”)
to permit the operation of the Plan in accordance with applicable PRC exchange control
laws and regulations, which will apply to the Chinese Participant.

(a) Notwithstanding any provision in an award agreement to the contrary, the

Company will, to the extent the Chinese Participant is able to and thereby
attempts to exercise an Option award (if exercisable under the Option award
22
 agreement), provide for the cancellation of such award in exchange for a cash
payment equal to the number of shares of Common Stock subject to the award
that the Chinese Participant intended to exercise, multiplied by the difference (if
any) between the fair market value, determined as of the date of exercise and the
exercise price less any Tax-Related Items and broker’s fees or commissions,
which will be paid by the Company’s local subsidiary to the Chinese Participant
via local payroll in local currency.

Similarly, any other award granted to the Chinese Participant will be settled in
cash only. This generally means that upon vesting of an award, the Participant
will receive in cash the value of the underlying shares of Common Stock at
vesting, less any Tax-Related Items and broker’s fees or commissions, which will
be remitted to you via local payroll in local currency.

The Company will have the sole discretion at the exchange conversion rate to be
used for calculation of such cash payment.

(b) The Company may, in its sole and absolute discretion, cancel an award and
substitute with a new award that will be implemented upon the initial public
offering of the Company.

(c) Subsequent to an Initial Public Offering, the Company may, in its sole and
absolute discretion, provide for the cancellation of an award in exchange for a
cash payment equal to the number of shares of Common Stock subject to the
award (and in the case of an Option award the number of shares of Common
Stock subject to the award, multiplied by the difference (if any) between the fair
market value of the shares of Common Stock, determined as of the date of
exercise and the exercise price), less any Tax-Related Items and broker’s fees or
commissions, which will be paid by the Company’s local subsidiary to the
Chinese Participant via local payroll in local currency. The Company will have
the sole discretion at the exchange conversion rate to be used for calculation of
such cash payment.

(d) The Chinese Participant further agrees to comply with any other requirements that
may be imposed by the Company in the future in order to facilitate compliance
with any applicable SAFE rules and requirements in China.

4. Administration. The Company and its affiliates will not be liable for any costs, fees, lost
interest or dividends or other losses the Chinese Participant may incur or suffer resulting
from the enforcement of the terms of this Appendix or otherwise from the Company’s
operation and enforcement of the Plan and the Agreement in accordance with Chinese
law including, without limitation, any applicable SAFE rules, regulations and
requirements.

23
INDIA

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in India; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Indian Participant”).

2. Exchange Control Information. It is the Indian Participant responsibility to comply with

applicable exchange control laws in India in relation to dealing with the shares of
Common Stock received under an award agreement.

3. Foreign Asset/Account Reporting Information. The Indian Participant is required to

declare any foreign bank accounts and any foreign financial assets (which includes shares
of Common Stock held in the Indian Participant’s offshore brokerage account) in the
Indian Participant’s annual tax return. It is the Indian Participant’s responsibility to
comply with this reporting obligation and the Indian Participant should consult with his /
her personal tax advisor in this regard.

4. Cash Settlement. Notwithstanding anything to the contrary in an award agreement, the

Company may, in its sole and absolute discretion and at any time prior to the issuance of
shares of Common Stock pursuant to the award, whether or not vested or exercisable,
provide for the cancellation of such award in exchange for a net of tax cash payment
equal to the number of shares of Common Stock subject to the award (and in the case of
an Option award, if exercisable, the number of shares of Common Stock subject to the
award, multiplied by the difference (if any) between the fair market value of the shares of
Common Stock, determined as of the date of exercise and the exercise price). The cash
payment will be paid by the Company’s local subsidiary to the Indian Participant via
local payroll in local currency. The Company will have the sole discretion at the
exchange conversion rate to be used for calculation of such cash payment.

MALAYSIA

1. Application. The following will apply to any participant (a) that is employed in, resident in,
a citizen of, or otherwise subject to tax in Malaysia; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Malaysian Participant”).

2. Director Reporting Requirement: If the Malaysian Participant is a director of the local

affiliate in Malaysia, the Malaysian Participant has an obligation to notify the local affiliate
in Malaysia in writing: (i) when the Malaysian Participant is granted an award under the
Plan, (ii) when the Malaysian Participant receives the shares of Common Stock, (iii) when
shares of Common Stock are sold or (iv) when there is an event giving rise to a change with
respect to the Malaysian Participant’s interest in the Company. The Malaysian Participant
must provide this notification within 14 days of the date the interest is acquired or disposed
of or the occurrence of the event giving rise to the change to enable the local affiliate in
Malaysia to comply with the relevant requirements of the Malaysian authorities. The

24
 Malaysian Companies Act prescribes criminal penalties for directors who fail to provide
such notice.

3. Cash Settlement. Notwithstanding anything to the contrary in an award agreement, the

Company may, in its sole and absolute discretion and at any time prior to the issuance of
shares of Common Stock pursuant to the award, whether or not vested or exercisable,
provide for the cancellation of such award in exchange for a net of tax cash payment equal
to the number of shares of Common Stock subject to the award (and in the case of an
Option award, if exercisable, the number of shares of Common Stock subject to the award,
multiplied by the difference (if any) between the fair market value of the shares of Common
Stock, determined as of the date of exercise and the exercise price). The cash payment will
be paid by the Company’s local subsidiary to the Malaysian Participant via local payroll in
local currency, subject to deduction of any amount of Tax-Related Items. The Company will
have the sole discretion at the exchange conversion rate to be used for calculation of such
cash payment.

MEXICO

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Mexico; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Mexican Participant”).

2. Employees subject to tax. This addendum is exclusively applicable to Mexican resident

individuals (as that term is understood under the Mexican Federal Tax Code) that
maintain an employment relationship with the Company’s Mexican subsidiary, as of the
corresponding vesting date.

3. Section 6.1. The following should be inserted as a new Section 6.1(b) of the award
agreement:

“Withholding Taxes. The Company and/or any subsidiary will withhold, as a condition
precedent to the issuance or delivery of any shares of Common Stock pursuant to an
Option Award made hereunder, any taxes and/or and social security contributions
(including, without limitation, any national insurance contributions to the extent
permitted by applicable law, but excluding any transfer taxes or duties) which may be
required to be withheld or paid as a result of, in connection with or with respect to the
grant, issue, vesting or exercise of such Award (as applicable) (the “Required Tax
Payment”). The Company will not be required to issue, deliver or release any shares of
Common Stock pursuant to an Award until such withholding is applied by the Company
and/or relevant subsidiary. Such withholding may be applied, at the sole discretion of the
Board, by liquidating such amount of shares of Common Stock which would otherwise
be delivered to the Mexican Participant having an aggregate fair market value,
determined as of the date of vesting or exercise, equal to the Required Tax Payment, as is
necessary to enable the Company, or any subsidiary, to satisfy any such obligation.”

25
SINGAPORE

1. Application: The following will apply to any participant (a) that is employed in, resident in,
a citizen of, or otherwise subject to tax in Singapore; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Singaporean Participant”).

2. Selling Restrictions: The Singaporean Participant acknowledges that the Plan has not been
registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Plan,
an award agreement and any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the award and/or shares of Common
Stock may not be circulated or distributed, nor may the award and/or shares of Common
Stock be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than pursuant to, and
in accordance with, the conditions of an exemption under any provision of Subdivision (4)
of Division 1 of Part XIII of the Securities and Futures Act (Cap. 289 of Singapore)
(“SFA”), save for section 280 of the SFA. The Singaporean Participant further
acknowledges that any transfer and/or disposal of the award and/or shares of Common
Stock by the Singaporean Participant (as may be allowed under the Plan and an award
agreement and subject to compliance with applicable laws) will be subject to the condition
that the foregoing restrictions will be imposed on each and every transferee and purchaser,
and subsequent transferee and purchaser, of the relevant award and/or shares of Common
Stock.

3. Notification under Section 309B(1) of the SFA: The Award and shares of Common Stock
are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).

4. Data Protection: The Singaporean Participant acknowledges that:

(a) personal data of the Singaporean Participant as contained in each document

and/or any other notice or communication given or received pursuant to the Plan
and/or an award agreement, and/or which is otherwise collected from the
Singaporean Participant (or their authorised representatives) will be collected,
used and disclosed by the Company and/or the relevant subsidiary for the
purposes of implementing and administering the Plan, and in order to comply
with any applicable laws, listing rules, take-over rules, regulations and/or
guidelines;

(b) by participating in the Plan, the Singaporean Participant also consents to the
collection, use and disclosure of his personal data for all such purposes, including
disclosure of personal data of the Singaporean Participant held by the Company to
any of its subsidiaries and/or to third party administrators who provide services to
the Company (whether within or outside Singapore), and to the collection, use and
further disclosure by such persons of such personal data for such purposes; an
26
 (c) the Singaporean Participant also warrants that where he discloses the personal
data of third parties to the Company and/or the relevant subsidiary in connection
with the Plan and/or an award agreement, he has obtained the prior consent of
such third parties for the Company and/or the relevant subsidiary to collect, use
and disclose their personal data for the abovementioned purposes, in accordance
with any applicable laws, regulations and/or guidelines. The Singaporean
Participant will indemnify the Company and/or the relevant subsidiary in respect
of any penalties, liabilities, claims, demands, losses and damages as a result of the
Singaporean Participant’s breach of this warranty.

(d) To the extent that the Singaporean Participant withdraws consent, the Company
may use its discretion under an award agreement to terminate the options for no
consideration.

4. Cash Settlement. Notwithstanding anything to the contrary in an award agreement, the

Company may, in its sole and absolute discretion and at any time prior to the issuance of
shares of Common Stock pursuant to the award, whether or not vested or exercisable,
provide for the cancellation of such award in exchange for a net of tax cash payment
equal to the number of shares of Common Stock subject to the award (and in the case of
an Option award, if exercisable, the number of shares of Common Stock subject to the
award, multiplied by the difference (if any) between the fair market value of the shares of
Common Stock, determined as of the date of exercise and the exercise price). The cash
payment will be paid by the Company’s local subsidiary to the Singaporean Participant
via local payroll in local currency, subject to deduction of any amount of Tax-Related
Items. The Company will have the sole discretion at the exchange conversion rate to be
used for calculation of such cash payment.

SPAIN

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Spain; or (b) in circumstances where the
Company, in exercising its discretion in accordance with an award agreement, determines
the following will apply to such participant (“Spanish Participant”).

2. Notice of Grant. In accepting an award, the Spanish Participant acknowledges that the
Spanish Participant consents to participation in the Plan and has received a copy of the
Plan.

Furthermore, the Spanish Participant understands that the Company has unilaterally,
gratuitously and discretionally decided to grant the award under the Plan and an award
agreement to individuals who may be employees of the Company, the employer or any
other participating entity. The decision is a limited decision that is entered into upon the
express assumption and condition that any grant will not economically or otherwise bind
the Company, the employer or any other participating entity on an ongoing basis, other
than to the extent set forth in an award agreement. In addition, the Spanish Participant
understands that the award would not be granted to him / her but for the assumptions and
conditions referred to above; thus, the Spanish Participant acknowledges and freely
27
 accepts that should any or all of the assumptions be mistaken or should any of the
conditions not be met for any reason, then the Spanish Participant’s award will be null
and void.

3. Exchange Control Information. The Spanish Participant understands that he / she is solely
responsible for complying with any exchange control or other reporting requirement that
may apply to the Spanish Participant as a result of participating in the Plan, the award, the
opening and maintenance of a bank account and/or the transfer of funds in connection
with the Plan. The applicable laws are often complex and can change frequently. The
Spanish Participant understands that he / she should consult his/her legal advisor to
confirm the current reporting requirements when the Spanish Participant transfers any
funds related to the Plan to Spain.

4. Spanish residents are required to declare electronically to the Bank of Spain any foreign
accounts (including any offshore brokerage accounts), any foreign instruments (including
any securities) and any transactions with non-Spanish residents (including any cash
payments made by the Company) depending on the value of such accounts, instruments
and transactions during the relevant year as of December 31 of the relevant year. This
reporting requirement will apply if the balances in such accounts together with the value
of such instruments as of December 31, or the volume of transactions with non-Spanish
residents during the prior or current year, exceed €1,000,000. Generally, Spanish
residents are required to report on an annual basis.

5. Foreign Asset/Account Reporting Information. To the extent that the Spanish Participant
has assets or bank accounts outside Spain with a value in excess of €50,000 for each type
of asset (including cash payments received under the Plan) as of December 31 each year,
the Spanish Participant will be required to report information on such assets on the
Spanish Participant’s tax return (tax form 720) for such year. After such rights or assets
are initially reported, the reporting obligation will apply for subsequent years only if the
value of any previously-reported rights or assets increases by more than €20,000. The
report must be made by March 31 following the year for which the report is being made.

SWITZERLAND

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in Switzerland; or (b) in circumstances where
the Company, in exercising its discretion in accordance with an award agreement,
determines the following will apply to such participant (“Swiss Participant”).

2. Legal Nature. The Plan and any award thereunder are made as and constitute a
discretionary ex gratia payment (Gratifikation/Sondervergütung) within the meaning of
Art. 322d of the Swiss Code of Obligation.

3. Securities Law Information. In Switzerland, the grant of Options is exempt from the
requirement to prepare and publish a prospectus under the Swiss Financial Services Act
(“FINSA”). This document does not constitute a prospectus pursuant to the FINSA and
no such prospectus has been or will be prepared for or in connection with the awards
28
 granted pursuant to the Plan. This document is neither subject to any governmental
approval nor must be filed with any Swiss authorities.

4. Tax Reporting Information. (i) At grant. The Swiss Participant will receive an addendum
to the annual salary statement, reporting the details of the award granted. The Swiss
Participant is required to file such addendum with his/her tax return. Furthermore, the
Swiss Participant is required to declare all awards granted under the Plan which should
not be subject to the net wealth tax, but must be reflected “pro memoria” in the statement
on bank accounts and securities (Wertschriftenverzeichnis) that the Swiss Participant is
required to file with the annual tax return. (ii) At vesting or exercise. The Swiss
Participant will receive an addendum to the annual salary statement, reporting the taxable
income realized upon vesting or exercise of the award. The Swiss Participant is required
to declare such income in and to file the addendum with his/her tax return. Any shares of
Common Stock acquired upon vesting or exercise of an award will be subject to the net
wealth tax and must be reported in the statement on bank accounts and securities
(Wertschriftenverzeichnis) that the Swiss Participant is required to file with the annual
tax return.

5. Data Privacy. Transfer of personal data to the United States. The Swiss Participant
acknowledges and agrees that personal data will be transferred to the United States and
that there is a risk, in particular, that the rights provided for by Swiss (and EU data
protection laws, as applicable) may only be guaranteed to a limited extent and that
foreign authorities, i.e. authorities of the United States may gain access to personal data
with or without the Swiss Participant’s knowledge. Such access may also result in further
tracking and/or observations by foreign authorities.

6. Cash Settlement. Notwithstanding anything to the contrary in an award agreement, the

Company may, in its sole and absolute discretion and at any time prior to the issuance of
shares of Common Stock pursuant to the award, whether or not vested or exercisable,
provide for the cancellation of such award in exchange for a net of tax cash payment
equal to the number of shares of Common Stock subject to the award (and in the case of
an Option award, if exercisable, the number of shares of Common Stock subject to the
award, multiplied by the difference (if any) between the fair market value of the shares of
Common Stock, determined as of the date of exercise and the exercise price). The cash
payment will be paid by the Company’s local subsidiary to the Swiss Participant via local
payroll in local currency, subject to deduction of any amount of Tax-Related Items. The
Company will have the sole discretion at the exchange conversion rate to be used for
calculation of such cash payment.

UNITED ARAB EMIRATES

1. Application. The following will apply to any participant (a) that is employed in, resident
in, a citizen of, or otherwise subject to tax in the United Arab Emirates; or (b) in
circumstances where the Company, in exercising its discretion in accordance with an
award agreement, determines the following will apply to such participant (“United Arab
Emirates Participant”).

29
2. Disclaimer. This document does not, and is not intended to, constitute an invitation or an
offer of securities in the United Arab Emirates or in the Dubai International Financial
Centre or Abu Dhabi Global Market and accordingly should not be construed as such.
This document is being issued in connection with the plan to selected employees within
the group (a) upon their understanding that the plan has not been approved or licensed by
or registered with the United Arab Emirates Central Bank or any other relevant licensing
authorities or governmental agencies in the United Arab Emirates; and (b) on the
condition that it will not be provided to any person other than the original recipient, is not
for general circulation in the United Arab Emirates and may not be reproduced or used
for any other purpose. Neither the plan documents nor this communication have been
approved by or filed with the United Arab Emirates Central Bank or the Dubai Financial
Services Authority or the Financial Services Regulatory Authority.

3. Definitions. Notwithstanding anything else contained in the Agreement, the definition of

eligible person for any participant employed in the United Arab Emirates will only
include employees of the Company or any affiliate of the Company.

30