UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Maxeon Solar Technologies, Ltd.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Y58473102

(CUSIP Number)

JIANG Yuan

Tianjin Zhonghuan Semiconductor Co., Ltd.

No. 12 East Haitai Road

Huayuan Industrial Park, Hi-tech Industrial Zone

Tianjin, 300384

People’s Republic of China

+86-22-23789766-3203

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 26, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, no par value (the “Ordinary Shares”), of Maxeon Solar Technologies, Ltd., a Singapore public company (the “Issuer”), whose principal executive offices are located at 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore.

This Schedule 13D is filed by the following persons (each a “Reporting Person” and collectively, the “Reporting Persons”):

The business address of each of the Reporting Persons is No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People’s Republic of China.

TZS Parent, is a Tianjin-based company listed on the Shenzhen Stock Exchange. Together with its subsidiaries and affiliates (including TZS), TZS Group is an integrated high-tech enterprise with research, production, operations and venture capital functions, and is committed to the manufacturing of monocrystalline silicon materials and other related products. As one of the first monocrystalline silicon wafer manufacturers in the solar industry in China, TZS Group has been engaged in the research and production of monocrystalline silicon wafer since 1981. In addition to solar products, TZS Group’s other products are also widely applied in smart grid transmission, new-energy vehicles, high-speed railways, inverters for wind power, integrated circuits, consumer electronics, aerospace and other areas.

TZS was formed in connection with the Investment (as defined below) and has not conducted any unrelated activities since its formation.

The name, business address and present principal occupation of each of the directors and executive officers of TZS Parent and each of the directors of TZS is set forth in Schedule A. As of the date hereof, TZS does not have any executive officers.

During the last five years, neither the Reporting Persons nor, to the Reporting Persons’ knowledge, any of their respective directors or executive officers (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons, TOTAL SE, Total Gaz Electricité Holdings France SAS (“TGEHF”) and Total Solar INTL SAS (“Total Solar”, together with TGEHF, “Total” and collectively with TOTAL SE, the “Total Group”) may be deemed to constitute a group for purposes of Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Ordinary Shares beneficially owned by the Total Group are not the subject of this Schedule 13D and accordingly, members of the Total Group are not included as Reporting Persons. For a description of the relationship between the Reporting Persons and the Total Group, see Item 4.

On August 26, 2020, SunPower Corporation (“SunPower”) completed the spin-off (the “Spin-off”) of the Issuer. Immediately after the Spin-off, TZS purchased 8,915,692 Ordinary Shares from the Issuer for US$298.0 million (the “Investment”), pursuant to that certain Investment Agreement, dated November 8, 2019, among SunPower, the Issuer, TZS Parent and, for the limited purposes set forth therein, Total Solar (the “Investment Agreement”). The source of funds used for the Investment was funds of TZS Parent and its affiliates available for investment.

The information disclosed in this Item 3 does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, a copy of which is attached hereto as Exhibit 7.02, and which is incorporated herein by reference in its entirety.

The Reporting Persons acquired the Shares pursuant to the Investment as described in Item 3, which is incorporated herein by reference. The purpose of the Investment was for the Reporting Persons to acquire a strategic minority interest in the Issuer.

TZS may become eligible to exercise, and may elect to exercise, its option to purchase additional Ordinary Shares pursuant to the Option Agreement (as defined below) and additional Ordinary Shares may be issued to TZS for no consideration pursuant to the Mirror Confirmation (as defined below), in each case as further described below. Additionally, from time to time, the Reporting Persons may formulate plans or proposals for, hold discussions with the Issuer’s Board of Directors (the “Board”), the Issuer’s management and shareholders, and other parties regarding, and reserve the right to explore, or make plans or proposals relating to, transactions, discussions or actions that relate to or would result in any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons’ consideration or discussion of any such action would be based on their own assessment of various relevant considerations and any subsequent developments affecting the Issuer and its prospects.

In connection with the Spin-off and the Investment, the Issuer, Total and TZS, as applicable, entered into certain agreements, as described below, which govern the relationship among the Issuer, Total and TZS, as applicable.

Shareholders Agreement

On August 26, 2020, TZS, Total and the Issuer entered into a Shareholders Agreement that contains provisions with respect to the governance of the Issuer, the rights and obligations of Total and TZS with respect to the Issuer and the ability of Total and TZS to buy, sell or vote their shares in the Issuer under certain circumstances. Specifically:

Registration Rights Agreement

On August 26, 2020, Total and TZS entered into a Registration Rights Agreement with the Issuer pursuant to which the Issuer granted Total and TZS certain registration rights. Under the Registration Rights Agreement, Total and TZS each generally have the right to require the Issuer to file a registration statement for the offer and sale of Ordinary Shares owned by it, subject to certain limitations. In addition, if the Issuer registers any of its securities either for its own account or the account of a security holder other than Total or TZS, Total and TZS each has the right, subject to certain limitations, to include shares of the Issuer owned by it in that registration. The Issuer will generally pay all expenses relating to any such registration, except for any underwriting discounts, selling commissions and stock transfer taxes. The Registration Rights Agreement also provides for customary indemnification obligations of the Issuer, Total and TZS in connection with any registration statement.

Dilution Protection Agreements

The Issuer has granted to TZS certain rights that will enable TZS to maintain its percentage ownership in the Issuer in connection with issuances of Ordinary Shares pursuant to certain financing transactions contemplated by the Investment Agreement (as amended by the Consent and Waiver Relating to Replacement Financing and Certain Other Matters (the “Consent and Waiver”), dated July 9, 2020, among SunPower, the Issuer and TZS Parent), including convertible notes issued by the Issuer and a physical delivery forward transaction entered into by the Issuer.

Specifically, on August 26, 2020, the Issuer entered into an Option Agreement (the “Option Agreement”) with TZS granting TZS an option to purchase an amount of Ordinary Shares that would allow TZS to maintain its percentage ownership of outstanding Ordinary Shares following any conversion of the Issuer’s convertible notes as compared to its percentage ownership immediately prior to any such conversion. This option may be exercised if, at any time prior to or at the stated maturity of the convertible notes, (1) any holder of convertible notes exercises its conversion rights and (2) the Issuer elects to settle such conversion in Ordinary Shares. TZS may exercise this option within 20 business days after each such conversion settlement. To the extent any option has not been fully exercised following any prior conversion, TZS may exercise such previously unexercised option on an aggregate basis within 20 business days after the maturity date of the convertible notes. The exercise price per Ordinary Shares will be the lesser of (1) the price per share at which TZS invested in the Ordinary Shares pursuant to the Investment Agreement and (2) the Issuer’s reference price in the Spin-off.

Additionally, on August 26, 2020, TZS entered into an agreement (the “Mirror Confirmation”) with the Issuer pursuant to which the Issuer agreed to issue to TZS (or its designee) for no consideration Ordinary Shares in an amount necessary to enable TZS to maintain its percentage ownership in the Issuer after giving effect to the delivery of Ordinary Shares pursuant to the physical delivery forward transaction and any similar dilution protection agreement the Issuer may enter into with Total. TZS will deliver to the Issuer such Ordinary Shares for no consideration (or, if the required shareholder approval necessary for the delivery of such shares is not obtained, delivered to a custodian who would utilize such shares for specified purposes, including delivery of shares pursuant to the Issuer’s equity incentive plans) on or around the maturity date of the convertible notes, subject to earlier termination.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Investment Agreement, the Consent and Waiver, the Shareholders Agreement, the Registration Rights Agreement, the Option Agreement and the Mirror Confirmation, copies of which are attached hereto as Exhibits 7.02, 7.03, 7.04, 7.05, 7.06 and 7.07, respectively, and which are incorporated herein by reference in their entirety.

General

The Reporting Persons acquired the Ordinary Shares in connection with the Investment as described in Item 3. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Subject to the terms of the Shareholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons and their designees to the Board may engage in discussions with the Board, management and shareholders of the Issuer and other relevant parties with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing stockholder value, and/or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Additionally, TZS has designated three directors to the Board pursuant to the Shareholders Agreement, as more fully described above. TZS’s designees to the Board, may, in such capacity, have influence over corporate activities of the Issuer, including activities which may relate to items described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the Shareholders Agreement and depending on the factors discussed herein, the Reporting Persons, at any time and from time to time, may review, reconsider and/or change their position or purpose or formulate different plans or proposals with respect thereto and, at any time and from time to time, may seek to influence the Board or management of the Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with advisors, the Issuer or other persons.

(a) – (b) The responses of the Reporting Persons to Rows 7 through 13 of the cover pages of this Schedule 13D are incorporated herein by reference. As of the date hereof, TZS is the direct owner of and may be deemed to have shared voting and dispositive power with respect to, and TZS Parent may be deemed to beneficially own and have shared voting and dispositive power with respect to, 8,915,692 Ordinary Shares, representing approximately 29.5% of the outstanding Ordinary Shares (such percentage is based on 30,180,934 Ordinary Shares outstanding as of immediately after the consummation of the Investment on August 26, 2020, as set forth in the Registration Statement on Form F-3 filed by the Issuer on September 3, 2020).

As discussed in Item 2, members of the Total Group are not included as Reporting Persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the Ordinary Shares held by the Total Group.

(e) Not applicable.

Items 3 and 4 are incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto, a copy of which is attached hereto as Exhibit 7.01 and which is incorporated herein by reference in its entirety.

Except as described herein, none of the Reporting Persons or, to the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

Item 7. Materials to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 8, 2020

Schedule A

DIRECTORS AND EXECUTIVE OFFICERS OF

TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD.

Set forth below are the name and current principal occupation or employment of each director and executive officer of TZS Parent. The business address of each of the directors and executive officers is No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People’s Republic of China.

DIRECTORS OF

ZHONGHUAN SINGAPORE INVESTMENT AND DEVELOPMENT PTE. LTD.

Set forth below are the name and current principal occupation or employment of each director of TZS. The business address of each of the directors and executive officers is c/o No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, 300384, People’s Republic of China.

Exhibit 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D (including any amendments thereto) with respect to the ordinary shares of Maxeon Solar Technologies, Ltd., a Singapore public company. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning any other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 8th day of September, 2020.

Exhibit 7.06

Execution Version

OPTION AGREEMENT

This Option Agreement (this “Agreement”) is made and entered into as of August 26, 2020 by and between Maxeon Solar Technologies, Ltd., a company incorporated under the Laws of Singapore (previously Maxeon Solar Technologies Pte., Ltd.) (the “Issuer”), and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (the “Holder”). Capitalized terms used but not otherwise defined herein have the meaning assigned to them in the Consent and Waiver Letter (as defined below) or the Investment Agreement (as defined in the Consent and Waiver Letter), as applicable.

WHEREAS, this Agreement is entered into pursuant to Section 2 of that certain Consent and Waiver Relating to Replacement Financing and Certain Other Matters, dated as of July 9, 2020 (the “Consent and Waiver Letter”), by and among SunPower Corporation, a Delaware corporation (“Parent”), the Issuer and Tianjin Zhonghuan Semiconductor Co., Ltd., a PRC joint stock limited company (“TZS”), which provides that in the event that the Issuer or a Subsidiary of the Issuer issues the Convertible Notes, then at the Closing, the Issuer shall grant TZS or its designee an option to purchase ordinary shares, no par value, of the Issuer (“Issuer Shares”); and

WHEREAS, the Issuer issued the Convertible Notes in a financing that closed on July 17, 2020.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Issuer and the Holder hereby agree as follows:

1.    Grant of Option. The Issuer hereby grants to the Holder an option (the “Option”) to purchase such number of Issuer Shares as is necessary for the Holder to maintain its percentage ownership of outstanding Issuer Shares (measured to the fourth decimal) immediately following any conversion of Convertible Notes into Issuer Shares (a “Conversion”) as compared to the Holder’s percentage ownership of outstanding Issuer Shares (measured to the fourth decimal) immediately prior to such Conversion (such amount of Issuer Shares, the “Option Shares”). The Option shall be exercisable from time to time in accordance with the exercise procedures set forth in Section 2. The term “outstanding Issuer Shares” and terms of similar import mean, at any given time, the total number of Issuer Shares actually issued and outstanding as of such time but without regard to (a) any equity securities or other securities or instruments, including any Convertible Notes, that are exercisable or exchangeable for or convertible into Issuer Shares, or (b) any Issuer Shares subject to repurchase by the Issuer under any physical delivery forward transaction.

2.    Exercise Procedures.

3.    Transfer. The Option to purchase the Option Shares shall neither be transferable nor assignable by the Holder without the prior written consent of the Issuer.

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4.    Issuer Representations. The Issuer represents and warrants to the Holder on the date hereof and at the time of each issuance of Option Shares that:

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5.    Holder Representations. The Holder represents and warrants to the Issuer as of the date hereof and at the time of each purchase of Option Shares that:

6.    Shareholder Rights. The Holder shall not have any shareholder rights with respect to any Option Shares until the Holder shall have exercised the Option and purchased Option Shares pursuant to this Agreement, paid the applicable Exercise Price and become the record holder of such purchased Option Shares.

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7.    Notices. All notices, requests, claims, demands or other communications under this Agreement will be in writing and will be given or made (and will be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by email (followed by delivery of an original via overnight courier service) to the respective parties at the following addresses:

If to the Issuer to:

Maxeon Solar Technologies, Ltd.

8 Marina Boulevard #05-02

Marina Bay Financial Center, 018981

Singapore

Attention: Jeff Waters, Chief Executive Officer

Email: Jeff.Waters@sunpower.com

with copies (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

USA

Attention: Eric M. Swedenburg

Sebastian Tiller

Email: eswedenburg@stblaw.com

stiller@stblaw.com

and

Jones Day

250 Vesey Street

New York, New York 10281

USA

Attention: Randi C. Lesnick

Email: rclesnick@JonesDay.com

and

Jones Day

North Point

901 Lakeside Avenue

Cleveland, Ohio 44114

USA

Attention: Erin S. de la Mare

Email: esdelamare@JonesDay.com

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If to the Holder, to:

Zhonghuan Singapore Investment and Development Pte. Ltd.

c/o Tianjin Zhonghuan Semiconductor Co., Ltd

No. 12 East Haitai Road, Huayuan Industrial Park,

Hi-tech Industrial Zone, Tianjin, PR China

Attention: JIANG Yuan (Head of Investment Dept.); ZHAN Huimei (Head of Finance Dept.)

Email: jiangyuan@tjsemi.com; zhanhuimei@tjsemi.com

With copies (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

3001-3003, Tower 2,

Jing An Kerry Centre 1539 Nan Jing Road(W),

Shanghai 200040, PR China

Attention: Charles Ching; Chris Welty

Email: charles.ching@weil.com; chris.welty@weil.com

8.    Successors and Assigns. This Agreement is executed by and shall be binding upon Issuer and the Holder and their respective successors and assigns.

9.    Governing Law. This Agreement shall be construed and interpreted in accordance with, and governed in all respects by, the internal laws of the State of New York without reference to any conflicts of law principles.

10.    Severability. If any term, covenant or condition of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.

11.    Amendments and Waiver. Any term of this Agreement may be amended and the observance of any term may be waived only with the prior written consent of the Issuer and the Holder.

12.    Counterparts. This Agreement may be executed in one or more counterparts, each of which, when executed, shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or .pdf shall be as effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

[Signature Page to Option Agreement]

Exhibit 7.07

Execution Version

Zhonghuan Singapore Investment and Development Pte. Ltd.

c/o Tianjin Zhonghuan Semiconductor Co., Ltd

No. 12 East Haitai Road, Huayuan Industrial Park,

Hi-tech Industrial Zone, Tianjin, PR China

Attention: JIANG Yuan (Head of Investment Dept.);

ZHAN Huimei (Head of Finance Dept.)

Email: jiangyuan@tjsemi.com; zhanhuimei@tjsemi.com

August 26, 2020

To:    Maxeon Solar Technologies, Ltd.

  8 Marina Boulevard #05-02

  Marina Bay Financial Centre

  018981, Singapore

  Attn: General Counsel

Re: Share Issuance and Forward Transaction

Dear Sir / Madam:

The purpose of this letter agreement (this “Confirmation”) is to set forth certain terms and conditions of the transaction entered into between Zhonghuan Singapore Investment and Development Pte. Ltd.(“TZS”) and Maxeon Solar Technologies, Ltd. (“Maxeon”) on the Trade Date specified below (the “Transaction”). This Confirmation shall constitute a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

The definitions and provisions contained in the 2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and together with the Swap Definitions, the “Definitions”) in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”), are incorporated into this Confirmation.

Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

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General Terms.

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Account for delivery of Shares to Maxeon:

To be provided by Maxeon.

(b)     Account for payments to TZS: To be provided by TZS

Account for delivery of Shares to TZS:

To be provided by TZS.

The Office of Maxeon for the Transaction is: Inapplicable, Maxeon is not a Multibranch Party.

The Office of TZS for the Transaction is .

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Maxeon Solar Technologies, Ltd.

8 Marina Boulevard #05-02

Marina Bay Financial Centre

018981, Singapore

Attn: General Counsel

Zhonghuan Singapore Investment and Development Pte. Ltd

c/o Tianjin Zhonghuan Semiconductor Co., Ltd

No. 12 East Haitai Road, Huayuan Industrial Park,

Hi-tech Industrial Zone, Tianjin, PR China

Attention: JIANG Yuan (Head of Investment Dept.); ZHAN Huimei (Head of Finance Dept.)

Email: jiangyuan@tjsemi.com; zhanhuimei@tjsemi.com:

a. In addition to the representations set forth in the Master Agreement, TZS represents and warrants to, and agrees with Maxeon that:

(i) It is not entering into the Transaction on behalf of or for the account of any other person or entity, and will not transfer or assign its obligations under the Transaction or any portion of such obligations to any other person or entity except in compliance with applicable laws and the terms of the Transaction, including Section 7 of the Master Agreement; (ii) it understands that the Transaction is subject to complex risks which may arise without warning and may at times be volatile, and that losses may occur quickly and in unanticipated magnitude; (iii) it is authorized to enter into the Transaction and such action does not violate any laws of its jurisdiction of incorporation, organization or residence (including, but not limited to, any applicable position or exercise limits set by any self-regulatory organization, either acting alone or in concert with others) or the terms of any agreement to which it is a party; (iv) it has consulted with its legal advisor(s) and has reached its own conclusions about the Transaction, and any legal, regulatory, tax, accounting or economic consequences arising from the Transaction; (v) it has concluded that the Transaction is suitable in light of its own investment objectives, financial condition and expertise; and (vi) neither Maxeon nor any of its affiliates has advised it with respect to any legal, regulatory, tax, accounting or economic consequences arising from the Transaction, and neither Maxeon nor any of its affiliates is acting as agent, or advisor for Maxeon in connection with the Transaction.

(ii) It (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including this Transaction and the Shares; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD50 million.

(iii) It (a) understands that both the Transaction and the offer and initial settlement of the Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”) pursuant to the exemption from registration afforded under Section 4(a)(2) of the Securities Act; (b) acknowledges that it is acquiring the Shares solely for investment with no intention to distribute any of the Shares; (c) will not sell, transfer, or otherwise dispose of any of the Shares except in compliance with this Agreement and the registration requirements or exemption provisions of the Securities Act and any other applicable securities laws, (d) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act) and (e) (1) has reviewed the information that it considers necessary or appropriate to make an informed investment decision with respect to the Shares and this Transaction, (2) has had an opportunity to discuss with the Maxeon and its representatives the intended business and financial affairs of Maxeon and to obtain information necessary to verify the information furnished to it or to which it had access and (3) can bear the economic risk of (i) an investment in the Shares indefinitely and (ii) a total loss in respect of such investment.

b. In addition to the representations set forth in the Master Agreement, Maxeon represents and warrants to, and agrees with, TZS, on the Trade Date, that:

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(i) It is not entering into the Transaction on behalf of or for the account of any other person or entity, and will not transfer or assign its obligations under the Transaction or any portion of such obligations to any other person or entity except in compliance with applicable laws and the terms of the Transaction, including Section 7 of the Master Agreement; (ii) it understands that the Transaction is subject to complex risks which may arise without warning and may at times be volatile, and that losses may occur quickly and in unanticipated magnitude; (iii) it is authorized to enter into the Transaction and such action does not violate any laws of its jurisdiction of incorporation, organization or residence (including, but not limited to, any applicable position or exercise limits set by any self-regulatory organization, either acting alone or in concert with others) or the terms of any agreement to which it is a party; (iv) it has consulted with its legal advisor(s) and has reached its own conclusions about the Transaction, and any legal, regulatory, tax, accounting or economic consequences arising from the Transaction; (v) it has concluded that the Transaction is suitable in light of its own investment objectives, financial condition and expertise; and (vi) neither TZS nor any of its affiliates has advised it with respect to any legal, regulatory, tax, accounting or economic consequences arising from the Transaction, and neither TZS nor any of its affiliates is acting as agent, or advisor for Maxeon in connection with the Transaction.

(ii) It (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; and (B)has total assets of at least $50 million.

(iii) The reports and other documents filed by Maxeon with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. Maxeon is not in possession of any material nonpublic information regarding the business, operations or prospects of Maxeon or the Shares.

(iv) Maxeon is not entering into the Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.

(v) The Transaction was approved by the board of directors of Maxeon, and Maxeon is entering into the Transaction solely for the purposes stated in such board resolution. There is no internal policy of Maxeon, whether written or oral, that would prohibit Maxeon from entering into any aspect of the Transaction, including, but not limited to, the receipt of Shares pursuant hereto.

(vi) Subject to the Maxeon Shareholder Purchase Approvals for Physical Settlement of this Transaction contemplated to be obtained, Maxeon has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction and issue the Number of Shares to TZS; such execution, delivery and performance have been duly authorized by all necessary corporate action on Maxeon’s part; and this Confirmation has been duly and validly executed and delivered by Maxeon and constitutes its valid and binding obligation, enforceable against Maxeon in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.

(vii) On and immediately after the Effective Date (A) the assets of Maxeon at their fair valuation exceed the liabilities of Maxeon, including contingent liabilities, (B) the capital of Maxeon is adequate to conduct the business of Maxeon, (C) Maxeon has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, and (D) Maxeon is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

(viii) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Maxeon hereunder will conflict with or result in a breach of (i) the constitution (or any equivalent documents) of Maxeon other than the requirement to obtain the Maxeon Shareholder Purchase Approval relating to Physical Settlement of this Transaction, or (ii) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) any agreement or instrument to which Maxeon or any of its subsidiaries is a party or by which

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Maxeon or any of its subsidiaries is bound or to which Maxeon or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have a material adverse effect on the ability of Maxeon to meet its obligations under the Transaction.

(ix) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Maxeon of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act, or state securities laws.

(x) Maxeon shall provide to TZS, by the fifth Business Day prior to any Forward Settlement Date, (A) a settlement instruction with details of any Designated Third Party to whom any Shares are to be delivered on the Forward Settlement Date, (B) the number of Shares to be delivered and (C) evidence that such Designated Third Party has been duly authorized by Maxeon to take such delivery.

c. Each of Maxeon and TZS represents and warrants to the other that it is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act).

(a) Security Interest. As security for its obligations hereunder (including its obligation to deliver Shares to Maxeon, on the Final Settlement Date), TZS grants to Maxeon a first priority security interest in the Shares, agrees not create or suffer any adverse claim on such Shares and authorizes Maxeon to make such filings or take such other actions as deemed advisable in order to perfect such security interest.

(b) Early Unwind. In the event (i) the “distribution date for the Maxeon spin-off” (as described in the Offering Memorandum) does not occur on or before the “Maxeon spin-off deadline date” (as defined in the Offering Memorandum) or (ii) the sale of the “Underwritten Securities” (as defined in the Underwriting Agreement) is not consummated with the Underwriters for any reason pursuant to the terms and conditions of the Underwriting Agreement (the date of such occurrence, the “Early Unwind Date”), this Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of TZS and Maxeon under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Each of TZS and Maxeon represents and acknowledges to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged. .

(c) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If (a) an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to the Transaction or (b) the Transaction is cancelled or terminated upon the occurrence of an Extraordinary Event, and if TZS would owe any amount to Maxeon pursuant to Section 6(d)(ii) of the Master Agreement or any Cancellation Amount pursuant to Article 12 of the Equity Definitions (any such amount, a “Payment Obligation”), then TZS shall satisfy the Payment Obligation by the Share Termination Alternative (as defined below).

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(d) Securities Contract, Swap Agreement. The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default, Early Termination Event, Extraordinary Event or Additional Disruption Event under this Confirmation with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

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(e) No Collateral, Netting or Setoff. Notwithstanding any provision of the Master Agreement, or any other agreement between the parties, to the contrary, no collateral is transferred in connection with the Transaction. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Master Agreement) against any other obligations of the parties, whether arising under the Master Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Master Agreement) against obligations under the Transaction, whether arising under the Master Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment.

(f) Status of Claims in Bankruptcy. TZS acknowledges and agrees that this Confirmation is not intended to convey to TZS rights against Maxeon with respect to the Transaction that are senior to the claims of ordinary shareholders of Maxeon in any U.S. bankruptcy proceedings of Maxeon; provided that nothing herein shall limit or shall be deemed to limit TZS’s right to pursue remedies in the event of a breach by Maxeon of its obligations and agreements with respect to the Transaction; provided, further, that nothing herein shall limit or shall be deemed to limit TZS’s rights in respect of any transactions other than the Transaction.

(g) Governing Law. This Confirmation will be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law).

(h) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to the Transaction. Each party (i) certifies that no representative, agent or attorney of either party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into the Transaction, as applicable, by, among other things, the mutual waivers and certifications provided herein.

(i) Tax Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Maxeon and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Maxeon relating to such tax treatment and tax structure.

(j) Further Assurance. Each party shall, and shall use its best endeavours to, procure that any necessary third party shall, from time to time execute such documents and do all such acts and things as the other party mayreasonably require to give effect to the transactions contemplated herein and to comply with the requirements under s. 76D of the Companies Act (including without limitation the entry into any confirmations of and/or supplementals to this Confirmation).

(k) Wall Street Transparency and Accountability Act. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Master Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Master Agreement (including, but not limited to, rights arising from Change in Law, or Illegality (as defined in the Master Agreement)).

(l) Notice. Each party shall, upon obtaining knowledge of the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default in respect of which it would be the Defaulting Party, a Termination Event in respect of which it would be an Affected Party, a Potential Adjustment Event or an Extraordinary Event (including without limitation an Additional Disruption Event), notify the other party within one Scheduled Trading Day of the occurrence of obtaining such knowledge.

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(m) Shares to be Delivered. Without otherwise limiting TZS’s rights under any other provision of the Agreement, TZS covenants that any Shares to be delivered by TZS to Maxeon pursuant to this Confirmation will be held by TZS during the term of this Transaction or purchased by TZS or its affiliates (i) from the open market, (ii) from a person or entity that received such Shares upon conversion of Convertible Notes or (iii) from a person or entity that, at the time such person or entity is identified by TZS for such purchase, already holds such Shares, and that represents to TZS that it did not receive such Shares as a result of the “Maxeon spin-off” (as defined in the Offering Memorandum).

[Signatures to follow on separate page]

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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to TZS.

[Signature page]

Confirmed as of the date first above written:

[Signature page]