EXECUTION VERSION

TABLE OF CONTENTS
CLAUSE		PAGE

1.	DEFINITIONS AND INTERPRETATION	3
2.	SALE OF THE SALE SHARES	8
3.	CONSIDERATION	9
4.	CONDITIONS	10
5.	COMPLETION	11
6.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS	11
7.	POST-COMPLETION	12
8.	CONFIDENTIALITY	14
9.	MISCELLANEOUS	15

SCHEDULE 1	PARTICULARS OF THE TARGET GROUP	20
SCHEDULE 2	CONDITIONS PRECEDENT	27
SCHEDULE 3	COMPLETION OBLIGATIONS	28
SCHEDULE 4	SPECIFIC COMPLETION OBLIGATIONS	30
SCHEDULE 5	POST-COMPLETION UNDERTAKINGS	36
SCHEDULE 6	VENDOR WARRANTIES	40
SCHEDULE 7	PURCHASERS WARRANTIES	41
SCHEDULE 8	LIMITATION OF THE VENDOR'S LIABILITIES	42
SCHEDULE 9	FORM OF NOVATION AGREEMENT	43
SCHEDULE 10	FORM OF ASSET TRANSFER AGREEMENT	48
SCHEDULE 11	FORM OF TRANSITIONAL SERVICES AGREEMENT	56
SCHEDULE 12	SEQUENCE OF PAYMENTS	59
SCHEDULE 13	LIST OF RELEVANT EMPLOYEES	60
SCHEDULE 14	KNOWN PROCEEDINGS	61
SCHEDULE 15	CONSIDERATION BREAKDOWN	62
SCHEDULE 16	FORM OF CHILEAN SHARE TRANSFER AGREEMENT	63

(1)	MAXEON SOLAR TECHNOLOGIES, LTD. (Company Registration No. 201934268H), a company incorporated under the laws of Singapore and having its registered office at 8 Marina Bay Boulevard, #05-02, Marina Bay Financial Centre, Singapore 018981 (the "Vendor");

(2)	LUMETECH B.V. (Company Registration No. 92031412), a company incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands and its place of business at Rhijnspoorplein 10, 1018 TX Amsterdam, the Netherlands ("Lumetech");

(3)	TCL SUNPOWER INTERNATIONAL PTE. LTD. (Company Registration No. 202338490W), a company incorporated under the laws of Singapore and having its registered office at 6 Raffles Quay, #14-02, Singapore 048580 ("TCL Sunpower" and together with Lumetech, the "Purchasers"),

(A)	The Vendor is a company incorporated in Singapore which shares are listed and quoted on the NASDAQ Global Select Market and is the ultimate parent company of the Target Entities (as hereinafter defined), further details of which are set out in Schedule 1 of this Agreement.

(B)	The Target Entities are subsidiaries of the Vendor in the manner described below:

(i)

the Vendor directly holds 100% of the issued share capital of SunPower Energy Solutions France SAS ("SP France"), which in turn holds shares in the capital of Total Energie Do Brasil, SunPower Technologies France SAS, SunPower Manufacturing de Vernejoul SAS, Tenesol Venezuela, SunPower Corporation Southern Africa Proprietary Limited, SunPower Manufacturing Proprietary Ltd and SunPower Energy Systems Southern Africa (collectively, the "SP France Subsidiaries");

(ii)

the Vendor indirectly holds 100% of the issued share capital of SunPower Bermuda Holdings ("SPBH");

(iii)

SPBH and SunPower Systems Sarl ("SP SARL") hold 100% of the issued share capital of SunPower Malta Limited ("SPML") which in turn holds (1) 100% of the issued share capital of SunPower Corporation UK Limited, SunPower Corp Israel Ltd and Sgula (East) Green Energies Ltd, and (2) 99.95% of the issued share capital of Kozani Energy Malta Limited ("KEML") and Photovoltaic Park Malta Limited ("PPML") (collectively, the "SPML Subsidiaries"). The remaining 0.05% of the issued share capital of KEML and PPML are held by SP SARL; and

(iv)

SPBH holds 100% of the issued share capital of SP SARL, which in turn holds shares in the capital of SunPower Italia S.R.L., SunPower GmbH, SunPower Netherlands B.V., SunPower Energy Systems Spain S.L.U., SunPower Systems Belgium SRL, SunPower Corporation Australia Pty Limited, SunPower Corporation SpA, SunPower Energy Systems Korea, Maxeon Japan K.K, Maxeon Solar Products Mexico S. de R.L.de, C.V. and Maxeon Solar Systems Mexico S.de R.L. de C.V. As for Maxeon Solar Products Mexico S.de R.L. de C.V. and Maxeon Solar Systems Mexico S.de R.L. de C.V., (together, the "Mexican Entities"), SP SARL and Maxeon Rooster Holdco Ltd ("Maxeon Rooster") (an exempted company limited by shares incorporated in Bermuda, the issued share capital of which is wholly-owned directly and indirectly by the Vendor) holds 99.998% and 0.002% of the issued partnership interests of the Mexican Entities respectively.

(C)

The Purchasers have agreed to purchase, and the Vendor has agreed to (i) sell the relevant Sale Shares (as hereinafter defined) of SP France, (ii) procure the sale by SPBH and SP SARL, jointly, of the relevant Sale Shares of SPML, (iii) procure the sale by SP SARL of the relevant Sale Shares of each of SunPower Italia S.R.L., SunPower GmbH, SunPower Netherlands B.V., SunPower Energy Systems Spain S.L.U., SunPower Systems Belgium SRL, SunPower Corporation Australia Pty Limited, SunPower Corporation SpA, SunPower Energy Systems Korea, Maxeon Japan K.K., KEML and PPML, and (iv) procure the sale by SP SARL and Maxeon Rooster, jointly, of the relevant Sale Shares of each of the Mexican Entities, in each case upon the terms and subject to the conditions set out in this Agreement.

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)

any charge or lien arising by operation of law, including in favour of a governmental authority and in the ordinary course of business, provided that no liability secured by such charge or lien is overdue for payment;

(b)

any retention of title arrangement arising in favour of a supplier to a Target Group Company in the ordinary course of business, provided that the Target Group Company is not in default in relation to the retention of title arrangement; or

(c)

any other Encumbrance which the Purchasers and Vendor agree in writing to be a permitted encumbrance.

1.2	Currencies

1.3	Miscellaneous

(a)

any reference to "accounts" shall include, where relevant, the directors' and auditors' reports, relevant balance sheets and profit and loss accounts and related notes together with all documents which are or would be required by law to be annexed to the accounts of the company concerned to be laid before that company in general meeting in respect of the accounting reference period in question;

(b)

the words "subsidiary" and "holding company" shall have the meanings ascribed to them in Section 5 of the Companies Act 1967 of Singapore;

(c)

any reference to a document being in the "agreed form" shall mean that document in or substantially in the form agreed as at the date of this Agreement between the Parties hereto and executed or initialled by them or on their behalf for the purposes of identification;

(d)

any reference to "procure" shall mean an absolute obligation (and not a reasonable obligation) to cause or bring about;

(e)

if a period of time is specified as being from a given day or from the date of an act or event, it shall be calculated exclusive of that day and inclusive of the relevant last day of such period of time;

(f)

words importing the whole shall be treated as including a reference to any part thereof;

(g)

references to the word "include" or "including" (or any similar term) are not to be construed as implying any limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(h)

any thing or obligation to be done under this Agreement which is required or falls to be done on a stipulated day shall be done on the next succeeding Business Day, if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a Business Day;

(i)

words importing the singular include the plural and vice versa, words importing any gender include every gender and references to time shall mean Singapore time;

(j)

references to a "person" include any company, limited liability partnership, partnership, business trust or unincorporated association (whether or not having separate legal personality) and references to a "company" include any company, corporation or other body corporate, wherever and however incorporated or established;

(k)

clause headings are for convenience of reference only and shall not affect the interpretation of this Agreement; and

(l)

the words "written" and "in writing" include any means of visible reproduction.

1.4	Liability of the Purchasers

2.	SALE OF THE SALE SHARES

2.1	Sale of Sale Shares

(a)

The Vendor shall, in accordance with the terms and conditions of this Agreement, on Completion sell or procure the sale by SPBH, SP SARL and Maxeon Rooster (as the case may be) to the Purchasers, of all of the Sale Shares (and not part thereof), and the Purchasers shall purchase the Sale Shares free from all Encumbrances and with the benefit of all rights, benefits and entitlements attaching thereto as at the Completion Date and thereafter.

(b)

Of the Sale Shares, TCL Sunpower shall purchase the following:

(i)

99.9% of each of the Mexican Entities;

(ii)

100% of SunPower Corporation Australia Pty Limited;

(iii)

100% of Maxeon Japan K.K.;

(iv)

100% of SunPower Energy Systems Korea; and

(v)

100% of SunPower Corporation SpA,

2.2	Net Intercompany Debt

(a)

It is contemplated that there will be Net Intercompany Debt owing from the Vendor Group to the Target Group as at the Completion Date.

(b)

The Parties hereby agree that the Net Intercompany Debt is not included in the Consideration and the Vendor Group shall novate the obligation to repay the Net Intercompany Debt to the Purchasers on the Completion Date, and the Purchasers hereby assume all of the Vendor Group's obligation to repay the Net Intercompany Debt and release and discharge the Vendor Group from the obligation to repay the Net Intercompany Debt as from and including the Completion Date. For the avoidance of doubt, in the event the Net Intercompany Debt exceeds US$120,000,000, the Net Intercompany Debt shall be treated as US$120,000,000.

(c)

The Purchasers undertake to the Vendor that they shall execute such documents and do all such acts and things to effect the novation of the obligation to repay the Net Intercompany Debt from the Vendor Group to the Purchasers.

3.	CONSIDERATION

3.1	Purchase Consideration

(a)

The aggregate consideration for the sale of the Sale Shares to the Purchasers shall be equal to the sum of US$28,948,507 (the "Consideration"), of which:

(i)

US$18,085,484 shall be payable by Lumetech; and

(ii)

US$10,863,023 shall be payable by TCL Sunpower.

(b)

The Consideration shall be payable in accordance with Schedule 12.

(c)

A breakdown of the Consideration in respect of each Target Entity is set out in Schedule 15.

3.2	Method for Payment

3.3	Refund of Deposit

3.4	Timing of Refund of Deposit

4.	CONDITIONS

4.1	Conditions Precedent

4.2	Waiver of Conditions Precedent

(a)

Subject to applicable laws and regulations, the Purchasers may in their sole and absolute discretion waive (in whole or in part) any or all of the conditions referred to in paragraph (i) of Schedule 2.

(b)

Subject to applicable laws and regulations, the Vendor may in its sole and absolute discretion waive (in whole or in part) the condition referred to in paragraph (a) of Schedule 2.

(c)

Subject to applicable laws and regulations, the Purchasers and Vendor may waive (in whole or in part) the condition referred to in paragraph (g) of Schedule 2.

4.3	Satisfaction of Conditions Precedent

(a)

The Purchasers shall procure the expeditious fulfilment of the conditions referred to in paragraphs (a), (f) (insofar as it applies to the Purchasers) and (g) of Schedule 2. The Purchasers shall keep the Vendor fully informed of any development relating to the conditions applicable to them and shall forthwith notify the Vendor upon the fulfilment of all such conditions and furnish to the Vendor documentary evidence to the reasonable satisfaction of the Vendor in respect thereof.

(b)

The Vendor shall procure the expeditious fulfilment of the conditions referred to in paragraphs (b), (c), (d), (e), (f) (insofar as it applies to the Vendor) and (g) of Schedule 2. The Vendor shall keep the Purchasers fully informed of any development relating to the conditions applicable to it and shall forthwith notify the Purchasers upon the fulfilment of all such conditions and furnish to the Purchasers documentary evidence to the reasonable satisfaction to the Purchasers in respect thereof.

4.4	Effect of Non-Fulfilment of Conditions Precedent

4.5	Treatment of Relevant Employees

5.	COMPLETION

5.1	Date and Place

5.2	Obligations on Completion

(a)

On Completion, the Parties shall procure that their respective obligations specified in Schedule 3 are fulfilled.

(b)

The Parties agree that each Party shall no later than five (5) Business Days prior to the Completion Date (or such other date as may be agreed in writing between the Parties), deliver via email signed (if applicable) but unreleased and undated copies of the Vendor Closing Deliverables and the Purchaser Closing Deliverables respectively to the other Party or their representatives solely for the purpose of inspection. For the avoidance of doubt, each Party may mark their respective Vendor Closing Deliverables or Purchaser Closing Deliverables signature pages with the words "For Inspection Only".

5.3	Right to Terminate

(a)

to elect to terminate this Agreement (other than the Surviving Provisions) as against the other Party, without liability on the part of the terminating Party and Clause 9.6(b) shall apply;

(b)

to effect Completion so far as practicable having regard to the defaults which have occurred;

(c)

to specific performance of this Agreement; or

(d)

to fix a new date for Completion (not being more than 14 days after the Completion Date) in which case the foregoing provisions of this Clause 5.3 shall apply to Completion as so deferred.

6.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1	Warranties by the Vendor

(a)

The Vendor represents and warrants to the Purchasers that, save as otherwise expressly provided to the Purchasers in this Agreement, each of the Vendor Warranties is as of the date of this Agreement, true, accurate and not misleading and will be true, accurate and not misleading as at Completion with reference to the facts and circumstances existing on the Completion Date.

(b)

Save for Clause 6.1 and Schedule 6, the Vendor makes no other representation or warranty, express or implied, to the Purchasers in relation to the Target Group, the Sale Shares, the Target Assets, or any matter arising out of or in connection with this Agreement and the Purchasers hereby acknowledge that they have not relied on or been induced by any other representations or warranties made by the Vendor or its agents or representatives for the sale and purchase of the Sale Shares.

(c)

Between the date of this Agreement and the Completion Date, the Vendor shall be permitted to give the Purchasers notice in writing of any event, condition or circumstance which shall have occurred since the date of this Agreement that would cause any of the Vendor Warranties to become untrue or inaccurate or misleading in any respect, that would constitute a violation or breach of any of the Vendor Warranties (the "Disclosure Updates"). No such Disclosure Updates shall be deemed accepted by the Purchasers unless the Purchasers agree to such Disclosure Updates in writing, and if so accepted by the Purchasers, any Vendor Warranties repeated on the Completion Date will be subject to such Disclosure Updates.

6.2	Warranties by the Purchasers

6.3	Indemnity by the Purchasers

6.4	Limitation of the Vendor's Liability

7.	POST-COMPLETION

7.1	Post-Completion Purchasers' Undertakings

(a)

The Purchasers hereby undertake to the Vendor that following Completion, to the extent not finally determined as at the Completion Date, the Vendor and/or its Affiliates shall have the exclusive right to in good faith conduct all the correspondences, discussions, negotiations, proceedings, litigation and/or legal actions relating to each Known Proceeding, including to commence, pursue, settle, compromise, defend or avoid such dispute and/or appeal (or defend counterclaims), in this connection:

(i)

without limiting the foregoing in any way, the Purchasers shall not and shall procure that the Target Group shall not take any action relating to the Known Proceedings without the prior consultation with and the prior written consent of the Vendor and/or its Affiliates;

(ii)

the Purchasers shall and shall procure that the Target Group shall (i) provide full cooperation in good faith as requested by the Vendor and/or its Affiliates in connection with the Known Proceedings, and (ii) instruct its representatives to promptly provide to the Vendor and/or its Affiliates all documents, materials, communications, records, notices and/or other information relating to the Known Proceedings; and

(iii)

if any Target Group Company receives any payment in relation to the Known Proceedings, such Target Group Company shall hold such amount as trustee for and on behalf of the Vendor and/or its Affiliates and the Purchasers shall procure that the Target Group Company pay that amount to the Vendor and/or its Affiliates after the final judicial determination of the relevant Known Proceeding.

(b)

The Purchasers acknowledge that, as at Completion, each Mexican Entity has not issued the corporate books in accordance with applicable Mexican law. Therefore, the Purchasers hereby (i) undertake to the Vendor to procure the issuance and update of the corporate books of each Mexican Entity in accordance with paragraph 3 of Part M and paragraph 3 of Part N of Schedule 5, and (ii) irrevocably and unconditionally waives any claims available to it against the Vendor Group in respect of the absence of such corporate books.

7.2	Post-Completion Vendor's Undertakings

(a)

The Vendor hereby undertakes to the Purchasers that following Completion, in respect of Known Proceedings which have not been resolved, settled or otherwise achieved a final determination by a court of law on or prior to the date of this Agreement, the Vendor shall, in the event that any Target Group Company is required to make any payment pursuant to a final determination by a court of law, or through settlement or otherwise, in relation to a Known Proceeding, reimburse the Purchasers such amount within 60 Business Days from the date on which the foregoing payment is made by such Target Group Company.

(b)

Notwithstanding other Clauses herein, the Vendor hereby undertakes to the Purchasers that it shall ensure that all Encumbrances on the assets of the Target Group shall be removed, released or discharged within reasonable time after the date hereof. For the avoidance of doubt, Clause 9.10 shall apply to this Clause 7.2(b).

7.3	Post-Completion Parties' Undertakings

(a)

Each Purchaser or the Vendor (as the case may be) hereby undertakes to the Vendor or the relevant Purchaser (as the case may be) that it shall fulfil the obligations set out Schedule 5 in respect of the transfer of the Sale Shares as soon as practicable and in any event within 30 days after the Completion Date.

(b)

In the event that within a period of 12 months commencing on the Completion Date, the Vendor or the Purchasers become aware of any Transferable Assets and any associated liability has not been transferred in accordance with the Novation Agreement or the Asset Transfer Agreement, the Parties shall use commercially reasonable efforts to enable the Purchasers to receive rights and benefits with respect to such Transferable Assets and to this end, will exercise, and shall procure the exercise of, all rights available to it to transfer such Transferable Assets to the Purchasers or its Affiliates. In the event that the Vendor performs any of the payment obligations referred to in the Transferable Assets that have not been transferred in accordance with the Novation Agreement or the Asset Transfer Agreement, or incurs any liabilities related thereto, the Purchasers shall reimburse the Vendor for the corresponding amount(s) paid by the Vendor which shall not be borne by the Vendor as consideration for the rights and benefits received by the Purchasers for such Transferable Assets, within 60 days from the date that payment has been made by the Vendor.

(c)

The Parties hereby undertake to each other that if any event shall occur after the Completion Date, which arises from any fact, condition or circumstance which occurred prior to the Completion Date, and such event affects adversely to a material degree the operations of the Target Group, the Parties shall engage in good faith negotiations regarding which Party should bear, and/or to what extent each Party should share in, the liability.

8.	CONFIDENTIALITY

8.1	Confidential Information to be Kept Confidential

(a)

each Party agrees that it shall and shall procure that its advisers and other authorised persons ("Authorised Persons") shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

(i)

the existence of and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement; and

(ii)

the negotiations relating to this Agreement (and any such other agreements);

(b)

each Party acknowledges that the information referred to in sub-paragraph (a) above constitutes non-public material information of the Vendor, and each Party agrees that it shall, and shall procure that its Authorised Persons shall comply with the rules and regulations of the NASDAQ Global Select Market in relation to insider trading;

(c)

the Vendor shall treat as strictly confidential and not disclose or use any information which relates to:

(i)

following Completion, the Purchaser Group; and

(ii)

the business, financial or other affairs (including future plans and targets) of the Purchaser Group; and

(d)

the Purchasers shall treat as strictly confidential and not disclose or use any information which relates to:

(i)

to the extent that such information is not obtained by the Target Group pursuant to or in connection with the Transitional Services Agreement, the business, financial or other affairs (including future plans and targets) of the Vendor; and

(ii)

prior to Completion, the Target Group.

8.2	Exceptions

(a)

is now or shall hereafter come into the public domain (otherwise than as a consequence of any unauthorised disclosure by the relevant Party or any of its Authorised Persons);

(b)

was lawfully in the possession of the relevant Party receiving the same prior to disclosure to the relevant Party in connection with this Agreement;

(c)

was lawfully furnished to the relevant Party receiving the same by a third party;

(d)

is required to be disclosed by law or regulations or by a court of competent jurisdiction or by any governmental or regulatory authority or the rules of any relevant securities exchange(s) applicable to itself (to the extent practicable, each Party shall provide two (2) Business Days of prior written notice to the other Party) or (in the case of a Party which is a corporation) its parent company or pursuant to any litigation provided that the Party with an obligation to make the disclosure shall consult with the other Party insofar as is reasonably practicable before complying with such an obligation;

(e)

is disclosed to professional advisers of the disclosing Party on terms that such professional advisers accept such information under a duty of confidentiality; or

(f)

is required to be disclosed in connection with the satisfaction of any of the conditions set out in Schedule 2.

8.3	Announcements

9.	MISCELLANEOUS

9.1	Entire Agreement

9.2	No Reliance

9.3

Authority

9.4

Releases

9.5	No Implied Waivers

9.6	Continuing Effects of this Agreement

(a)

All provisions of this Agreement, in so far as the same shall not have been performed at Completion, shall remain in full force and effect notwithstanding Completion.

(b)

This Clause and all the Surviving Provisions shall remain binding on the Parties notwithstanding Completion and/or any rescission or termination of this Agreement by any Party and any rights or obligations of the Parties in respect of any breach of this Agreement accruing prior to, on or as a result of such termination or rescission shall continue to subsist notwithstanding such termination or rescission.

9.7	Successors and Assigns

(a)

This Agreement shall be binding on and shall inure to the benefit of each Party's successors and assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

(b)

No Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Party.

9.8	Third Party Rights

9.9	Time of Essence

9.10	Further Assurance

(a)

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 may reasonably require to give effect to the sale and purchase and the transactions contemplated herein.

(b)

Without limiting the generality of Clause 9.10(a) above, the Vendor shall, at the reasonable request of the Purchasers, use commercially reasonable efforts to (i) ensure that the Target Assets are transferred to the Purchasers or its Affiliates (to the extent that such Target Assets have not be transferred by the Completion Date), and (ii) assist with all necessary filings, applications, registrations or other actions with the relevant governmental authorities (as the case may be) in respect of the purchase of the Sale Shares.

9.11	Costs and Expenses

(a)

Save as otherwise provided herein, each Party shall bear and be responsible for its professional and other costs and expenses incurred in the preparation, negotiation and execution of this Agreement and all other documents in connection with this Agreement, including all other professional and other costs and expenses incurred in relation to the performance of its obligations under this Agreement.

(b)

The Purchasers shall bear all stamp duty payable in connection with the purchase or sale of the respective Sale Shares.

(c)

Except for stamp duty which shall be payable in accordance with Clause 9.11(b) above, each Party shall be solely responsible for bearing and settling all taxes and levies that are applicable to its own income generated pursuant to this Agreement. The amount to be borne and paid shall be equivalent to the full amount of such taxes and levies. All payments payable under this Agreement shall be made in full without any deductions, save as otherwise required by applicable laws. In the event that any of the Target Entities are required, in line with applicable laws, to withhold certain taxes and levies in the jurisdiction where they are incorporated or established as a consequence of the equity transfer, the Purchasers shall procure that the Target Entities shall:

(i)

calculate the amount of withholding taxes and levies accurately, file the necessary tax returns on behalf of the Vendor in a timely manner, and ensure compliance with all relevant tax filing procedures;

(ii)

promptly furnish the Vendor with official tax receipts or other valid documentary evidence issued by the relevant taxing authority as proof of the payment of the withheld taxes and levies; and

(iii)

effect the payment of the withheld taxes and levies to the appropriate tax authorities and subsequently seek reimbursement from the Vendor for the amounts so paid within 30 Business Days after the payment is made.

9.12	Illegality

(a)

If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

(b)

To the extent that it is not possible to delete or modify the provision, in whole or in part, under Clause 9.12(a) then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 9.12(a), not be affected.

9.13	No Purported Variation

9.14	Construction

9.15	Communications

(a)	Notices To Be In Writing

(b)

Contact Addresses and Numbers

(c)

Deemed Delivery Date

(i)

in the case of delivery by hand or by courier, when delivered;

(ii)

in the case of electronic mail, at the time of transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient or has been delayed; and

(iii)

in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail),

9.16	Counterparts

9.17	Dutch Notary

9.18	Transfer of Sale Shares of SunPower Systems Belgium SRL

9.19	Governing Law and Jurisdiction

(a)

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

(b)

Each Party agrees that any dispute arising out of or in connection with this Agreement or any document or transaction in connection with this Agreement (including any dispute or claim relating to any non-contractual obligations arising out of or in connection with this Agreement) shall be referred to and finally resolved by arbitration in Singapore to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force which rules are deemed to be incorporated by reference in this Clause. The place of arbitration shall be in Singapore and the language of the arbitration shall be English. The arbitration tribunal shall consist of one arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The arbitral award made and granted by the arbitrators shall be final, binding and incontestable, may be enforced by the Parties against the assets of the other Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.

1.	SunPower Energy Solutions France SAS

		Place of Incorporation	:		France
		Issued and Fully Paid‑up Share Capital	:		EUR 4,479,000
		Registered Shareholder(s) and Number of Shares (Percentage shareholding)	:		Maxeon Solar Technologies, Ltd., 1,493,000 shares (100%)
		President	:		Vincent Maurice

2.	SunPower Malta Limited

		Place of Incorporation	:		Malta
		Issued and Fully Paid‑up Share Capital	:		EUR 2,000
		Registered Shareholder(s) and Number of Shares (Percentage shareholding)	:		SunPower Bermuda Holdings, 1,998 ordinary shares (99.9%) SunPower Systems Sarl, 2 ordinary shares (0.1%)
		Directors	:		Frederic Biollaz Philippe Querbes

3.	SunPower Italia S.R.L.

		Place of Incorporation	:		Italy
		Issued and Fully Paid‑up Corporate Capital	:		EUR 100,000
		Registered Quotaholder(s) and Percentage quotaholding	:		SunPower Systems Sarl (100%)
		Directors	:		Philippe Querbes Valentina Maggiore Fabio Bacchin

4.	SunPower Netherlands B.V.

		Place of Incorporation	:		Netherlands
		Issued and Fully Paid‑up Share Capital	:		EUR 100
		Registered Shareholder(s) and Number of Shares (Percentage shareholding)	:		SunPower Systems Sarl, 100 shares (100%)
		Directors	:		Frédéric Biollaz Paulus Bonnes

5.	SunPower Corporation Australia Pty Limited

		Place of Incorporation	:		Western Australia
		Issued and Fully Paid‑up Share Capital	:		A$1,568,002.00
		Registered Shareholder(s) and Number of Shares (Percentage shareholding)	:		SunPower Systems Sarl, 2,150,000 ordinary shares (100%)
		Directors	:		Stephen Straughair Lai Ping Wong

6.	SunPower Corporation SpA

(a)	The Purchasers have obtained the necessary corporate approvals required by applicable law in accordance with the requirements for the Purchasers' purchase of, inter alia, the Sale Shares.

(b)	The approvals of the (i) board of directors, (ii) independent directors, and (iii) the audit committee of the Vendor having been obtained for the sale of the Sale Shares.

(c)

Any necessary consents under and amendments required to the terms of the Vendor's outstanding (i) 9.00% Convertible First Lien Senior Secured Notes due 2029, and (ii) Variable-Rate Convertible First Lien Senior Secured Notes due 2029 having been obtained or (in the case of amendments to their terms) made for the Vendor's sale of the Sale Shares and all encumbrances on Sale Shares, Target Assets and Trademarks having been removed or discharged except for (A) the Encumbrances (if any) on the Target Assets being novated pursuant to the Novation Agreements, and (B) the Encumbrances (if any) on the Trademarks being assigned pursuant to the Trademark Assignment Agreement.

(d)	The issue of the final fairness opinion from Deloitte & Touche Financial Advisory Services Pte. Ltd. confirming that the terms of the transactions contemplated under the Transaction Documents are fair from a financial perspective.

(e)	Completion of the transactions contemplated under the Asset Transfer Agreement in accordance with its terms.

(f)

All such approvals, consents, licences, permits, waivers and exemptions (collectively, "Approvals") for the sale and purchase of the Sale Shares, the Completion and the transactions contemplated under this Agreement (including the transactions contemplated under the Asset Transfer Agreement and the Transitional Services Agreement) being granted by third parties including all legislative, executive, regulatory, judicial or other authorities in Singapore, the United States of America and any other jurisdiction applicable to the Purchasers, the Vendor and/or the Target Group (as the case may be) and where any such Approval is subject to conditions, such conditions being acceptable to the Purchasers or the Vendor (as the case may be), and if such conditions are required to be fulfilled before Completion, such conditions being fulfilled before Completion, and such Approvals remaining in full force and effect. For the avoidance of doubt, such Approvals applicable to, and shall be obtained by, the Purchasers are the approval(s) from and/or requisite filing(s) with the relevant governmental authority in the People's Republic of China, being the National Development and Reform Commission (NDRC) and/or the Ministry of Commerce (MOFCOM), in respect of the purchase of the Sale Shares.

(g)	The Transitional Services Agreement having been duly executed by all parties thereto and to take effect from the Completion Date.

(h)	The Trademark Assignment Agreement having been duly executed by all parties thereto and to take effect from the Completion Date.

(i)	The Purchasers having obtained ODI Approval for the payment of the Consideration.

(j)	The definitive "opinion" (avis) of the works council (CSE) of SP France is obtained and is consistent with the terms and conditions herein.

(k)

The Singapore law deeds of partial release in respect of collateral over the relevant Sale Shares, the Target Assets and the Trademarks created in connection with the Vendor's out-standing (i) 9.00% Convertible First Lien Senior Secured Notes due 2029, (ii) Variable-Rate Convertible First Lien Senior Secured Notes due 2029, and (iii) Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 having been duly executed by all parties thereto.

(l)	The obligation to repay the Net Intercompany Debt having been novated from the Vendor Group to the Purchasers to take effect from the Completion Date.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

the duly executed Cerfa 2759 form to register the sale with the relevant tax authorities;

(b)

a movement order in order to register the sale in the share transfer register; and

(c)

a certificate of release of pledge.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

duly executed share transfer forms between SPBH and SP SARL (as transferors) and the Purchaser (as transferee) in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser;

(b)

a certified copy of an updated register of members of SPML representing the transfer of the relevant Sale Shares in SPML to the Purchaser;

(c)

a copy of a resolution in writing of all the directors of SPML immediately prior to Completion Date (certified by an officer of SPML) approving with effect from and subject to Completion:

(i)

the transfer of the relevant Sale Shares by SPBH and SP SARL in SPML to the Purchaser;

(ii)

instructions to the company secretary of SPML to record the Purchaser as the holder of the relevant Sale Shares in SPML's register of members by updating the same;

(iii)

the updating of the SPML's register of members in order to reflect the transfer of the relevant Sale Shares in SPML in favour of the Purchaser;

(iv)

the issuance of share certificates to the Purchaser pursuant to the transfer of the relevant Sale Shares in SPML;

(v)

authorisation and instruction to the company secretary of SPML to proceed with the necessary filings with the Malta Business Registry to give effect to all of the relevant corporate changes pursuant to the transfer of the relevant Sale Shares in SPML to the Purchaser;

(vi)

the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in SPML and the filing thereof with the Malta Business Registry; and

(vii)

any documents to be entered into by SPML and the transactions contemplated therein and authorising SPML's authorised representative for the purpose of the valid execution of such documents to be entered into by SPML;

(d)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SPML;

(e)

a duly executed waiver by SP SARL and SPBH of any and all pre-emption rights which they may each be entitled to exercise in terms of the constitutive documents of SPML and Maltese law in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser;

(f)

to the extent issued, share certificates in respect of the relevant Sale Shares in SPML, for onward forwarding by the Purchaser to SPML for cancellation by SPML (or indemnities in respect of any lost certificates);

(g)

a duly executed statutory Form T signed by an officer of SPML reflecting the transactions contemplated in terms of this Agreement;

(h)

the shareholders' registers, the register of the resolutions of the shareholders, the register of the resolutions of the board of directors of SPML and all other books and records of SPML and the relevant Subsidiaries of SPML; and

(i)

an original (in triplicate) of the duly completed and signed schedules E notifying an exemption from capital gains tax in Malta together with the supporting auditor's certification (together the "Capital Gains Schedules"), and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares to the Purchaser.

2.	On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser, the following:

(a)

duly executed share transfer forms between SP SARL and the Purchaser in respect of the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser;

(b)

a certified copy of an updated register of members of KEML representing the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser;

(c)

a duly executed waiver of any pre-emption rights which SPML may be entitled to exercise in terms of the relevant constitutive documents of KEML and Maltese law in respect of the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser;

(d)

a copy of a resolution in writing of the liquidator in respect of KEML immediately prior to Completion Date approving with effect from and subject to Completion the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser and the entry of the Purchaser as the holder of such shares in the share register of KEML, the issuance of share certificate(s) to the Purchaser and the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in KEML and the filing thereof with the Malta Business Registry;

(e)

to the extent issued, share certificates in respect of the relevant Sale Shares held by SP SARL in KEML for onward forwarding by the Purchaser to KEML for cancellation by KEML (or indemnities in respect of any lost certificates);

(f)

a duly executed statutory Form T signed by the liquidator of KEML reflecting the transactions contemplated in terms of this Agreement;

(g)

an original (in triplicate) of the duly completed and signed Capital Gains Schedules, and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares in KEML to the Purchaser; and

(h)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in KEML.

2.	On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in KEML to the Purchaser.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser, the following:

(a)

duly executed share transfer forms between SP SARL and the Purchaser in respect of the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser;

(b)

a certified copy of an updated register of members of PPML representing the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser;

(c)

a duly executed waiver of any pre-emption rights which SPML may be entitled to exercise in terms of the relevant constitutive documents of PPML and Maltese law in respect of the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser;

(d)

a copy of a resolution in writing of the liquidator in respect of PPML immediately prior to Completion Date approving with effect from and subject to Completion the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser and the entry of the Purchaser as the holder of such shares in the share register of PPML, the issuance of share certificate(s) to the Purchaser and the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in PPML and the filing thereof with the Malta Business Registry;

(e)

to the extent issued, share certificates in respect of the relevant Sale Shares held by SP SARL in PPML for onward forwarding by the Purchaser to PPML for cancellation by PPML (or indemnities in respect of any lost certificates);

(f)

a duly executed statutory Form T signed by the liquidator of PPML reflecting the transactions contemplated in terms of this Agreement;

(g)

an original (in triplicate) of the duly completed and signed Capital Gains Schedules, and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares in PPML to the Purchaser; and

(h)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in PPML.

2.	On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in PPML to the Purchaser.

1.	On Completion, the Vendor and the Purchaser shall deliver to the other Party the Italian Deed of Transfer in agreed form.

2.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SP Italy.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser:

(a)

a share transfer agreement between SP SARL as the "Transferor" and the Purchaser as the "Transferee" regarding all shares in SunPower GmbH in agreed form; and

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower GmbH.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

the Dutch Deed of Transfer in agreed form; and

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Netherlands B.V.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

the Spanish Deed of Transfer in agreed form; and

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SP Spain.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser:

(a)

the shareholders' register of SunPower Systems Belgium SRL updated and signed by SP SARL to reflect the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL to the Purchaser; and

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Systems Belgium SRL.

2.	On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor the shareholders’ register of SunPower Systems Belgium SRL updated and signed by the Purchaser to reflect the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL to the Purchaser.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

an instrument of transfer of the relevant Sale Shares in SPC Australia in favour of the Purchaser as transferee duly executed by the SP SARL as transferor;

(b)

the original share certificate(s) for the relevant Sale Shares in SPC Australia, or if lost, a declaration to that effect under the Australian Corporations Act 2001 (Cth);

(c)

details of the Australian Securities and Investments Commission ("ASIC") corporate key of SPC Australia;

(d)

a signed copy of the minutes of a meeting or a written resolution of the directors of SPC Australia which resolves, subject to Completion occurring:

(i)

to approve the registration of the transfer described in paragraph (a) above, subject to the payment by the Purchaser of any stamp duty payable on or in connection with the transfer;

(ii)

to approve the entry of the Purchaser as the holder of the relevant Sale Shares in SPC Australia's register of members upon registration of the transfer; and

(iii)

to approve and direct the lodgement of a Form 484 recording the above matters with ASIC within 28 days of Completion; and

(e)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SPC Australia.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Corporation SpA.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

a certified copy of the written resolution of the unitholder meeting of SunPower Energy Systems Korea authorising (i) the approval of the transfer of the relevant Sale Shares in SunPower Energy Systems Korea to the Purchaser, and (ii) the amendment of the articles of incorporation of SunPower Energy Systems Korea to designate the Purchaser (or an entity designated by the Purchaser) as the sole unitholder of SunPower Energy Systems Korea;

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Energy Systems Korea; and

(c)

an updated unitholder registry of SunPower Energy Systems Korea showing the Purchaser (or an entity designated by the Purchaser) as the sole unitholder of SunPower Energy Systems Korea.

1.	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

a share purchase agreement for the transfer of the relevant Sale Shares by SP SARL to the Purchaser;

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in Maxeon Japan K.K.;

(c)

a certificate of registration in the current shareholder register of Maxeon Japan K.K.;

(d)

an application to Maxeon Japan K.K. for approval of the transfer of the relevant Sale Shares and notice of approval from Maxeon Japan K.K.;

(e)

the minutes of the meeting of the board of directors of Maxeon Japan K.K. approving the transfer of the relevant Sale Shares; and

(f)

the application for change of name in the shareholder register of Maxeon Japan K.K.

1.	On Completion, the Vendor shall procure that there be delivered to the Purchaser the following:

(a)

a copy of the resolutions held by the current partners of Maxeon Solar Products Mexico S. de R.L.de, C.V., unanimously approving the transfer of partnership interests to the Purchaser and waiving any statutory preferential rights to acquire the partnership interests being transferred;

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in Maxeon Solar Products Mexico S. de R.L.de, C.V.; and

(c)

any records and corporate documents in the possession of Maxeon Solar Products Mexico S. de R.L.de, C.V.

1.	On Completion, the Vendor shall procure that there be delivered, to the Purchaser the following:

(a)

a copy of the resolutions held by the current partners of Maxeon Solar Systems Mexico S.de R.L. de C.V., unanimously approving the transfer of partnership interests to the Purchaser and waiving any statutory preferential rights to acquire the partnership interests being transferred;

(b)

a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in Maxeon Solar Systems Mexico S.de R.L. de C.V.; and

(c)

any records and corporate documents in the possession of Maxeon Solar Systems Mexico S.de R.L. de C.V.

1.	The Purchaser shall register the transfer of the relevant Sale Shares of SP France with the relevant tax authorities.

1.

The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in SPML, including the conversion of SPML to a single member private exempt company to the extent that all the shares in SPML (i.e those held by SPBH and SP SARL) will be acquired by the same person.

1.	The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in KEML.

1.	The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in PPML.

1.

The Vendor and the Purchaser shall execute before the Italian Notary a notarised deed of transfer of the relevant Sale Shares of SP Italy, free of any Encumbrances, in the form that will be agreed in good faith by Parties (the "Italian Deed of Transfer") acknowledging the payment of the relevant portion of the Consideration paid by the Purchaser.

1.	The Vendor and the Purchaser shall execute the share transfer agreement between SP SARL as the "Transferor" and the Purchaser as the "Transferee" regarding all shares in SunPower GmbH and cause the share transfer agreement to be notarised.

1.

The Purchaser shall procure the delivery to the Dutch Notary of (i) a complete and up-to-date copy of the original shareholders' register of SunPower Netherlands B.V., and (ii) duly executed and legalised (to the satisfaction of the Dutch Notary) powers of attorney (as prepared by the Dutch Notary) entitling the Dutch Notary to execute the Dutch Deed of Transfer on behalf of the Purchaser, SP SARL and SunPower Netherlands B.V., and any required know-your-customer documents.

2.	The Purchaser shall procure the delivery to the Dutch Notary of the duly executed and, if required, legalised data cards of the ultimate beneficial owner(s) of SunPower Netherlands B.V., in order for the Dutch Notary to update the relevant registers with the Dutch Chamber of Commerce.

3.	The Purchaser shall procure the Dutch Notary to execute the Dutch Deed of Transfer, it being understood that the completion of the transfer of the relevant Sale Shares of SunPower Netherlands B.V. shall occur at the Amsterdam offices of the Dutch Notary.

1.	SP SARL and the Purchaser shall attend the Spanish Notary’s office to execute in his/her presence a public deed (escritura pública) (the "Spanish Deed of Transfer") pursuant to which:

(a)

SP SARL shall sell and transfer, and the Purchaser shall buy and acquire, the shares representing the entire share capital of SP Spain in consideration for an amount equal to the part of the Consideration allocated to SP Spain; and

(b)

SP SARL and the Purchaser shall acknowledge and agree that all provisions addressing liability of a seller with respect to obligations under purchase and sale or other agreements set forth in the Spanish Civil Code and in the Spanish Commercial Code (including, but not limited to, the rights and remedies available to a purchaser in the event of dispossession of title (evicción), hidden defects (vicios ocultos or an aliud pro alio) shall be replaced in their entirety by the rights and remedies contemplated in this Agreement.

2.

The Vendor shall cause SP SARL to deliver to the Spanish Notary: (i) an official copy of the title deed of ownership over the shares in SP Spain sent through the notarial communication system SIGNO, and (ii) the relevant D-1B form so as to file the corresponding foreign divestment with the Spanish General Directorate for Trade and Investment (Dirección General de Comercio Internacional e Inversiones).

3.	The Purchaser shall deliver to the Spanish Notary the relevant D-1A form so as to file the corresponding foreign investment with the Spanish General Directorate for Trade and Investment (Dirección General de Comercio Internacional e Inversiones).

4.	The Purchaser shall cause SP Spain to:

(a)

record the transfer of the shares in the share registry book (libro registro de socios);

(b)

declare the Purchaser as the new sole shareholder of SP Spain in public deed before the Spanish Notary for its subsequent filing for registration with the Spanish commercial registry; and

(c)

execute a public deed before the Spanish Notary identifying the new ultimate beneficial owner (acta de titularidad real) of SP Spain.

1.	The Purchaser shall update the ultimate beneficial owner register to reflect the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL to the Purchaser.

1.	The Purchaser shall submit Form 484 recording the transfer of the relevant Sale Shares in SPC Australia in favour of the Purchaser with ASIC within 28 days of Completion.

1.

The Vendor shall deliver, and shall procure that there be delivered, to the Purchaser a certified true copy of the power of attorney granted to a representative of SP SARL for the execution of the Chilean Share Transfer Agreement in Chile, and the Purchaser shall deliver a certified true copy of a power of attorney granted to a representative of the Purchaser for the execution of the Chilean Share Transfer Agreement in Chile.

2.

SP SARL and the Purchaser shall execute a Chilean Share Transfer Agreement duly executed by an authorised officer(s) each of SP SARL and the Purchaser and two (2) witnesses older than 18 years of age and identified by their Chilean national identity card or tax number (RUT), dated and effective as of the Completion Date.

3.

The Vendor shall deliver to the Purchaser: (a) the shareholder registry of SunPower Corporation SpA duly evidencing the transfer of the relevant Sale Shares from SP SARL to the Purchaser; and (b) to the extent they exist and are available, any board meeting minute books and shareholders meeting books of SunPower Corporation SpA.

1.	The Purchaser shall cause Maxeon Japan K.K. to give notice or obtain approval of change of shareholder for licenses held by Maxeon Japan K.K., if required.

2.	The Purchaser shall cause Maxeon Japan K.K. to give notice or obtain consent to the transfer of the relevant Sale Shares to or from counterparties of Maxeon Japan K.K., if required.

1.	The Purchaser shall notarise the partner's meeting minutes of Maxeon Solar Products Mexico S. de R.L.de, C.V., in relation to transfer of partnership interests to the Purchaser.

2.	The Purchaser shall give notice to the Ministry of Economy of Mexico through its electronic system about the change in partners, ensuring that the files of Maxeon Solar Products Mexico S. de R.L.de, C.V. are updated with the new partnership details.

3.

The Purchaser shall issue the corporate books of Maxeon Solar Products Mexico S. de R.L.de, C.V. in accordance with applicable Mexican laws and ensure that such corporate books are updated to accurately reflect the transfer of partnership interest and applicable resolutions that result from this Agreement.

4.	The Purchaser shall submit a quarterly report to the National Registry of Foreign Investments of Mexico as necessary according to applicable law as a result of this Agreement.

5.	The Purchaser shall notify the competent Mexican tax authorities of the change of partners of Maxeon Solar Products Mexico S. de R.L.de, C.V.

1.	The Purchaser shall notarise the partners' meeting minutes of Maxeon Solar Systems Mexico S. de R.L.de, C.V., in relation to transfer of partnership interests to the Purchaser.

2.	The Purchaser shall give notice to the Ministry of Economy of Mexico through its electronic system about the change in partners, ensuring that the files of Maxeon Solar Systems Mexico S. de R.L.de, C.V. are updated with the new partnership details.

3.

The Purchaser shall issue the corporate books of Maxeon Solar Systems Mexico S. de R.L.de, C.V. in accordance with applicable Mexican laws and ensure that such corporate books are updated to accurately reflect the transfer of partnership interest and applicable resolutions that result from this Agreement.

4.	The Purchaser shall submit a quarterly report to the National Registry of Foreign Investments of Mexico as necessary according to applicable law as a result of this Agreement.

5.	The Purchaser shall notify the competent Mexican tax authorities of the change of partners of Maxeon Solar Systems Mexico S. de R.L.de, C.V.

1.

We write to inform you that we are undergoing a restructuring exercise pursuant to which, [●name of Transferor] (the "Transferor") will transfer to [●name of Transferee] (the "Transferee") certain businesses and assets (the "Restructuring"). The Transferor and the Transferee are subsidiaries of Maxeon Solar Technologies, Ltd. ("MSTL")

2.

For your information, the Restructuring is undertaken in connection with the sale and purchase agreement dated 18 February 2025 ("SPA") entered into between MSTL, Lumetech B.V., a company incorporated in the Netherlands ("Lumetech") and TCL Sunpower International Pte. Ltd., a company incorporated in Singapore ("TCL Sunpower" and together with Lumetech, the "Purchasers"), pursuant to which the Purchaser(s) will acquire the entire issued and paid-up capital of the Transferee ("Proposed Transfer"). Following the Proposed Transfer, the Transferee will be a wholly owned subsidiary of the Purchaser(s), which is in turn a wholly owned subsidiary of TCL Zhonghuan Renewable Energy Technology Co Ltd, the controlling shareholder of which is TCL Technology Group Corporation (SZSE: 000100) (www.tcl.com). Both TCL Zhonghuan Renewable Energy Technology Co Ltd and TCL Technology Group Corporation are companies listed on the Shenzhen Stock Exchange (SZSE).

3.	In connection with the Restructuring, the Transferor intends to novate, with effect from the Effective Date (as defined below), the following agreement ("Novated Agreement") and all rights, interests, benefits, duties and obligations thereunder to the Transferee:

4.

The Novation of Agreement will be effective the date of completion of the SPA ("Effective Date"). For your information, we are working with the Purchasers towards a completion date by the end of the first quarter of 2025 provided that the conditions under the SPA are fulfilled, and will update you once the completion of the transactions under the SPA has occurred.

5.	We wish to highlight that the Novation of Agreement and Proposed Transfer will not cause any interruption in our business dealings and will not impact our ongoing cooperation.

6.

In order for the Transferor to effect the transfer and/or novation of the Novated Agreement to the Transferee, with minimum inconvenience to you, we kindly ask you to consent to the proposed novation of the Novated Agreement to the Transferee with effect from the Effective Date by sending us via email, a scanned copy of the document in the Annex with your executed signature page and delivering the original signed document to our office at your earliest convenience.

7.	We thank you for your continued trust and support in facilitating a smooth transition of the Novated Agreement to the Transferee and we look forward to continuing working together in the future.

(1)	[●NAME OF COUNTERPARTY] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Company");

(2)	[●NAME OF TRANSFEROR] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Transferor");

(3)	[●NAME OF TRANSFEREE] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Transferee"),

(A)	The Company and the Transferor had entered into the following agreement (the "Novated Agreement"):

(B)	Pursuant to a restructuring exercise (the "Restructuring"), the Transferor wishes to novate, with effect from the Effective Date (as defined below), the Novated Agreement and all rights, interests, benefits, duties and obligations thereunder to the Transferee.

(C)

The Restructuring is undertaken in connection with the sale and purchase agreement dated 18 February 2025 entered into between MSTL, Lumetech B.V., a company incorporated in the Netherlands ("Lumetech") and TCL Sunpower International Pte. Ltd., a company incorporated in Singapore ("TCL Sunpower" and together with Lumetech, the "Purchasers"), pursuant to which the Purchaser(s) will acquire the entire issued and paid-up capital of the Transferee ("Proposed Transfer"). Following the Proposed Transfer, the Transferee will be a wholly owned subsidiary of the Purchaser(s), which is in turn a wholly owned subsidiary of TCL Zhonghuan Renewable Energy Technology Co Ltd, the controlling shareholder of which is TCL Technology Group Corporation (SZSE: 000100) (www.tcl.com). Both TCL Zhonghuan Renewable Energy Technology Co Ltd and TCL Technology Group Corporation are companies listed on the Shenzhen Stock Exchange (SZSE).

(D)	The Parties agree to enter into this Agreement for the novation of the Novated Agreement, subject to and upon the terms of this Agreement.

1.	Definitions. All capitalised terms not otherwise defined in this Agreement shall bear the meanings given to them in the Novated Agreement, unless the context otherwise requires.

2.	Novation. In consideration of the mutual covenants of each of the Company, Transferor and Transferee, with effect from [●] 2025 ("Effective Date") the Parties agree that:

(a)

the Transferee shall be substituted as a party to the Novated Agreement and be bound by the Novated Agreement in all respects as if it were named therein as a party instead of the Transferor and the Transferee is entitled to all of the Transferor's rights, title, benefits and interests in and to the Novated Agreement as from the Effective Date;

(b)

the Transferee shall perform and discharge all duties and obligations whatsoever from time to time to be performed or discharged by the Transferor under or by virtue of the Novated Agreement, as from the Effective Date, in all respects as if the Transferee were the original party to the Novated Agreement instead of the Transferor; and

(c)

the Transferor shall be released and discharged from its obligations and liabilities under or in respect of Novated Agreement with effect from the Effective Date.

3.	Notice. For the purpose of the notice provision of the Novated Agreement, the address for service of notice to the Transferee is as follows:

4.

Effect on the Novated Agreement. The Parties hereby confirm that notwithstanding anything to the contrary in the Novated Agreement, each Party hereby consents to the novation of the Novated Agreement by the Transferor to the Transferee. For the avoidance of doubt, save as expressly provided in this Agreement, all the terms and conditions of the Novated Agreement shall continue to apply and remain in full force and effect.

5.

Consent to the Proposed Transfer. The Company hereby irrevocably and unconditionally consents to the change of shareholding in the Transferee pursuant to the Proposed Transfer and hereby waives any rights it has or may have under the Novated Agreement or otherwise, including, inter alia, any rights to terminate the Novated Agreement in connection with the Proposed Transfer or otherwise.

6.

Counterparts. This Agreement may be executed in any number of counterparts, and by each Party on separate counterparts, all of which taken together shall constitute one and the same instrument. Counterparts may be exchanged in hard copy, by electronic mail and/or other electronic means, or by a combination of such means. Each Party agrees to be bound by its own signature and that it accepts the counterpart signatures of the other Parties.

7.	Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Singapore.

SIGNED by
Name
Designation		Signature
for and on behalf of
[●NAME OF COUNTERPARTY]

SIGNED by
Name
Designation		Signature
for and on behalf of
[●NAME OF TRANSFEROR]

SIGNED by
Name
Designation		Signature
for and on behalf of
[●NAME OF TRANSFEREE]

SIGNED by
Name
Designation		Signature
for and on behalf of
MAXEON SOLAR PTE. LTD.

SIGNED by
Name
Designation		Signature
for and on behalf of
MAXEON AMERICAS, INC.

SIGNED by
Name
Designation		Signature
for and on behalf of
MAXEON SOLAR TECHNOLOGIES, LTD.

SIGNED by
Name
Designation		Signature
for and on behalf of
SUNPOWER SYSTEMS SARL

Executed by SunPower Corporation Australia Pty Limited in accordance with section 127 of the Corporations Act 2001 (Cth), Australia:
Signature of director			Signature of company secretary/director
Full name of above signatory			Full name of above signatory

SIGNED by
Name
Designation		Signature
for and on behalf of
SUNPOWER ENERGY SOLUTIONS FRANCE SAS

SIGNED by
Name
Designation		Signature
for and on behalf of
MAXEON SOLAR PRODUCTS MEXICO S.DE R.L. DE C.V.

SIGNED by
Name
Designation		Signature
for and on behalf of
LUMETECH B.V.

SIGNED by
Name
Designation		Signature
for and on behalf of
TCL SUNPOWER INTERNATIONAL PTE. LTD.

Nombre del vendedor:	SunPower Systems SARL	Firma representante vendedor
RUT:	59.194.310-3
Representante:	[●]
RUT:	[●]
Domicilio:	[●]

Testigo N°1				Testigo N°2
Nombre:		[●]		Nombre:		[●]
RUT:		[●]		RUT:		[●]
Domicilio:		[●]		Domicilio:		[●]
Firma:				Firma:

Nombre del comprador:	TCL Sunpower International Pte. Ltd.
RUT:	[●]
Por el presente acepto el traspaso precedente y asimismo declaro que conozco y acepto la normativa legal que regula este tipo de sociedades, los estatutos de SunPower Corporation SpA y las protecciones que existen en el mismo respecto de los intereses de los accionistas.
Representante:	[●]	Firma representante comprador
RUT:	[●]
Domicilio:	[●]

Testigo N°1				Testigo N°2
Nombre:		[●]		Nombre:		[●]
RUT:		[●]		RUT:		[●]
Domicilio:		[●]		Domicilio:		[●]
Firma:				Firma:

/s/ Imee Ancheta
Signature of Witness
Name of Witness:	Imee Ancheta
Address:	51 Rio Robles
	San Jose, CA 95134

SIGNED by
Zhou Bin	Sean S J Wang
Name
Director	Director		/s/ Zhou Bin	/s/ Sean S J Wang
Designation			Signature
for and on behalf of
LUMETECH B.V.
in the presence of:
/s/ Zhihang Geng
Signature of Witness
Name of Witness:	Zhihang Geng

Address:	Anning Li, Lanzhou St.
	Tianjin China

SIGNED by
Zhou Bin
Name
Director			/s/ Zhou Bin
Designation			Signature
for and on behalf of
TCL SUNPOWER INTERNATIONAL PTE. LTD.
in the presence of:
/s/ Zhihang Geng
Signature of Witness
Name of Witness:	Zhihang Geng

Address:	Anning Li, Lanzhou St.
	Tianjin China