FLEX LTD.

4.05 Absence of Certain Developments.

(a) Except for events giving rise to and the discussion and negotiation of, or as contemplated by, this Agreement, since the date of the Interim Balance Sheet and through the date of this Agreement, (i) the Company and its Subsidiary have conducted their respective businesses in the Ordinary Course of Business and (ii) neither the Company nor its Subsidiary has taken any action set forth in Sections 7.01(b)(iii),7.01(b)(vi),7.01(b)(vii),

7.01(b)(viii),7.01(b)(x),7.01(b)(xi),7.01(b)(xii),7.01(b)(xiv) or, with respect to any of the foregoing,7.01(b)(xxi), which would be prohibited if it were taken after the date hereof and prior to the Closing without the consent of Purchaser.

(b) Since the date of the Interim Balance Sheet, there has not occurred any event, change, development or effect that is continuing and would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.