9,000,000 Shares SUNPOWER CORPORATION Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2009 • Sunpower Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED RIGHTS AGREEMENT DATED AS OF NOVEMBER 16, 2011 BY AND BETWEEN SUNPOWER CORPORATION AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENTRights Agreement • November 16th, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware
This Amended and Restated Rights Agreement, dated as of November 16, 2011 (this “Agreement”), is made and entered into by and between SunPower Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as Rights Agent.
Number of Shares] SUNPOWER CORPORATION Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2005 • Sunpower Corp • Semiconductors & related devices • New York
SUNPOWER CORPORATION 4.75% Senior Convertible Debentures Due 2014 UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2009 • Sunpower Corp • Semiconductors & related devices • New York
ContractSunpower Corp • May 8th, 2009 • Semiconductors & related devices • California
MAXEON SOLAR TECHNOLOGIES, LTD. and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee INDENTURE Dated as of July 17, 2020 6.50% Green Convertible Senior Notes due 2025Indenture • July 20th, 2020 • Sunpower Corp • Semiconductors & related devices • New York
INDENTURE, dated as of July 17, 2020, between Maxeon Solar Technologies, Ltd. (Company Registration No: 201934268H), a company incorporated in Singapore, as issuer (the “Company”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 15th, 2024 • Sunpower Corp • Semiconductors & related devices
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2024, is by and between SunPower Corporation, a Delaware corporation (the “Company”), and Sol Holding, LLC (the “Lender”).
SunPower Corporation 22,000,000 Shares of Common Stock, $0.001 Par Value per Share Underwriting AgreementUnderwriting Agreement • November 25th, 2019 • Sunpower Corp • Semiconductors & related devices • New York
SunPower Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 22,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 3,300,000 additional shares (the “Optional Securities”) of common stock, par value $0.001 per share (“Stock”), of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).
ContractIndemnification Agreement • November 7th, 2008 • Sunpower Corp • Semiconductors & related devices • Delaware
CREDIT AGREEMENT Dated as of October 29, 2010 among SUNPOWER CORPORATION, as the Borrower, THE GUARANTORS PARTY HERETO, UNION BANK, N.A., as Administrative Agent, Sole Lead Arranger and a Lender, and THE OTHER LENDERS PARTY HERETOCredit Agreement • February 28th, 2011 • Sunpower Corp • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of October 29, 2010 among SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and UNION BANK, N.A., as Administrative Agent.
SHARE LENDING AGREEMENT Dated as of July 25, 2007 Among SUNPOWER CORPORATION (“Lender”), and CREDIT SUISSE INTERNATIONAL (“Borrower”), through CREDIT SUISSE SECURITIES (USA) LLC, as agent for Borrower (“Borrowing Agent”), andShare Lending Agreement • July 26th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
CREDIT SUISSE SECURITIES (USA) LLC, in its capacity as Collateral Agent (as hereinafter defined). This Agreement sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock.
25,000,000 Senior Secured Revolving Facility CREDIT AGREEMENT among SUNPOWER CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent Dated as of December 2, 2005Credit Agreement • December 8th, 2005 • Sunpower Corp • Semiconductors & related devices • New York
CREDIT AGREEMENT (this “Agreement”), dated as of December 2, 2005, among SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent.
DANIEL S. SHUGAR AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2008 • Sunpower Corp • Semiconductors & related devices • California
This Agreement amends and restates the employment agreement entered into as of November 1, 2005 (the “Effective Date”) by and between PowerLight Corporation, a California corporation (the “Company”) and Daniel S. Shugar (“Executive”) to reflect the proposed acquisition of the Company by SunPower Corporation, a Delaware corporation (“SunPower”) and merger (the “Merger”) of the Company with and into Pluto Acquisition Corporation LLC, a Delaware LLC (“PowerLight LLC”) pursuant to the Agreement and Plan of Merger dated November 15, 2006 among the Company, SunPower, PowerLight LLC and Thomas L. Dinwoodie as Shareholders’ Representative. This Agreement as amended and restated shall be effective as of one business day following the date the Merger is consummated (the “Amendment Date”), and if the Merger does not occur such amendments shall be without effect. After the Amendment Date, all references to the Company shall be to PowerLight LLC.
INDUSTRIAL LEASE (Single Tenant; Net; Stand-Alone) BETWEEN THE IRVINE COMPANY AND SUNPOWER, INC.Industrial Lease • August 25th, 2005 • Sunpower Corp • California
THIS LEASE is made as of the 28th day of March, 2000, by and between The Irvine Company, hereafter called “Landlord,” and SUNPOWER, INC., a California corporation hereinafter called “Tenant.”
•] Shares SUNPOWER CORPORATION Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2006 • Sunpower Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED LOAN AGREEMENT between SUNSTRONG CAPITAL ACQUISITION, LLC (Borrower) and SUNSTRONG CAPITAL LENDER LLC (Lender) Original Closing Date: August 10, 2018 Amendment and Restatement Date: November 28, 2018 LIST OF SCHEDULES AND EXHIBITSLoan Agreement • February 14th, 2019 • Sunpower Corp • Semiconductors & related devices • New York
THIS AMENDED AND RESTATED LOAN AGREEMENT (as amended, modified or supplemented from time to time, together with all exhibits, schedules, annexes and other attachments hereto, this “Agreement”) is entered into as of November 28, 2018, between SunStrong Capital Acquisition, LLC, a Delaware limited liability company (the “Borrower”), and SunStrong Capital Lender LLC, a Maryland limited liability company (together with its successors and assigns, the “Lender”). Capitalized terms have the meanings set forth in Article 1 of this Agreement.
ContractRegistration Rights Agreement • February 15th, 2024 • Sunpower Corp • Semiconductors & related devices • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4(a)(1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
Merrill Lynch International Merrill Lynch Financial Centre London ECIA 1HQSunpower Corp • July 20th, 2020 • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to set forth certain terms and conditions of the transaction entered into between Merrill Lynch International (“Dealer”) and Maxeon Solar Technologies, Ltd. (“Counterparty”) on the Trade Date specified below (the “Transaction”). The Transaction shall be further evidenced by the pricing supplement substantially in the form of Annex A hereto (a “Pricing Supplement”). This Confirmation and the Pricing Supplement together shall constitute a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation and the Pricing Supplement shall replace any previous agreements and serve as the final documentation for the Transaction.
AMENDMENT AND WAIVER TO CREDIT AGREEMENTCredit Agreement • December 18th, 2023 • Sunpower Corp • Semiconductors & related devices • New York
This CREDIT AGREEMENT is entered into as of September 12, 2022, among SUNPOWER CORPORATION, a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto, the L/C Issuers from time to time party hereto and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a L/C Issuer.
LETTER OF CREDIT FACILITY AGREEMENT dated as of June 29, 2016 among SUNPOWER CORPORATION, SUNPOWER CORPORATION, SYSTEMS, TOTAL S.A., the SUBSIDIARY APPLICANTS parties hereto from time to time, and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANKLetter of Credit Facility Agreement • August 10th, 2016 • Sunpower Corp • Semiconductors & related devices • New York
This LETTER OF CREDIT FACILITY AGREEMENT (this “Agreement”) dated as of June 29, 2016, is made by and among SunPower Corporation, a Delaware corporation (the “Company”), SunPower Corporation, Systems, a Delaware corporation (“Systems”), Total S.A., a société anonyme organized under the laws of the Republic of France (the “Parent Guarantor”), the Subsidiary Applicants (as defined below) parties hereto from time to time, and Crédit Agricole Corporate and Investment Bank (the “Bank”).
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • June 15th, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware
Amendment No. 2, dated as of June 14, 2011 (this “Amendment”), to the Rights Agreement, dated as of August 12, 2008, as amended on April 28, 2011 (the “Rights Agreement”), by and between SunPower Corporation (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONLimited Liability Company Agreement • October 29th, 2015 • Sunpower Corp • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 8POINT3 HOLDING COMPANY, LLC dated as of June 24, 2015, is adopted, executed and agreed to, for good and valuable consideration, by SunPower YC Holdings, LLC, a Delaware limited liability company, and First Solar 8point3 Holdings, LLC, a Delaware limited liability company. In consideration of the covenants, conditions and agreements contained herein, the Parties hereto hereby agree as follows:
POLY SILICON SUPPLY AGREEMENTConfidential Treatment • May 9th, 2008 • Sunpower Corp • Semiconductors & related devices
Jupiter CORPORATION LTD, a Hong Kong corporation with its principal place of business at Rm 1206-7 12F, New Victory House, 93-103 Wing Lok Street, Central, Hong Kong (“Jupiter”), and SunPower Corporation, a United States corporation with its principal place of business at 3939 North First Street, San Jose, California 95134 (“SunPower”) hereby enter into this Long-Term Supply Agreement (the “Agreement”) effective as of the date of SunPower’s execution of this Agreement (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG SUNPOWER CORPORATION, PLUTO ACQUISITION COMPANY LLC, POWERLIGHT CORPORATION AND THOMAS L. DINWOODIE, AS SHAREHOLDERS’ REPRESENTATIVE NOVEMBER 15, 2006Agreement and Plan of Merger • November 22nd, 2006 • Sunpower Corp • Semiconductors & related devices • California
SOLAR STAR NAFB, LLC UNIT TRANSFER AGREEMENTSolar Star Nafb, LLC Unit Transfer Agreement • May 11th, 2007 • Sunpower Corp • Semiconductors & related devices • California
This UNIT TRANSFER AGREEMENT (this “Agreement”) is entered into as of March 21, 2007, by and among Solar Star NAFB, LLC, a Delaware limited liability company (the “Company”), PowerLight Corporation, a Delaware corporation (the “Transferor”), and MMA NAFB Power, LLC, a Delaware limited liability company (the “Transferee”) (the Company, the Transferor and the Transferee are sometimes referred to herein each as a “Party” and collectively as the “Parties”).
2,695,000 Shares SUNPOWER CORPORATION Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT SUPPORT AGREEMENTCredit Support Agreement • August 10th, 2016 • Sunpower Corp • Semiconductors & related devices • New York
This AMENDED AND RESTATED CREDIT SUPPORT AGREEMENT (together with any Exhibits and Schedules attached hereto, as the same may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of June 29, 2016, is entered into by and between SunPower Corporation, a Delaware corporation (the “Company”), and Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”).
SUNPOWER CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • February 19th, 2016 • Sunpower Corp • Semiconductors & related devices • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [date] (the “Effective Date”), by and between SunPower Corporation, a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
SUNPOWER CORPORATION FORM OF RETENTION AGREEMENTForm of Retention Agreement • August 9th, 2011 • Sunpower Corp • Semiconductors & related devices • California
This Retention Agreement (this “Agreement”) is entered into by and between SunPower Corporation, a Delaware corporation (the “Company”), and [name] (“Executive” and, together with the Company, the “Parties”), effective as of and contingent upon the Offer Closing (as defined below).
JOINT VENTURE AGREEMENTJoint Venture Agreement • October 1st, 2010 • Sunpower Corp • Semiconductors & related devices • California
This JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2010, by and among (i) SunPower Technology, Ltd., a company organized under the laws of the Cayman Islands (“SPTL”); (ii) AU Optronics Singapore Pte. Ltd., a company organized under the laws of Singapore (“AUO”); (iii) solely for purpose of Section 18 below, AU Optronics Corporation, a company organized under the laws of Taiwan, R.O.C. (“AUO Taiwan”); and (iv) SunPower Malaysia Manufacturing SDN.BHD., a company organized under the laws of Malaysia (the “JVC”).
November 4, 2010 Total Gas & Power Ventures SAS 90278 Paris La Défense, France Attn: Mr. Denis Giorno Re: Amended and Restated Confidentiality Agreement Ladies/Gentlemen:Confidentiality Agreement • May 3rd, 2011 • Sunpower Corp • Semiconductors & related devices • England
This Amended and Restated Confidentiality Agreement (the “letter agreement”) amends and restates in its entirety the confidentiality agreement between our companies dated September 28, 2010.
AMENDMENT, SETTLEMENT, AND RELEASE AGREEMENTSettlement, and Release Agreement • November 15th, 2023 • Sunpower Corp • Semiconductors & related devices • California
This Amendment, Settlement, and Release Agreement (the “Agreement”) is made as of November 13, 2023 (the “Effective Date”) and entered into by Maxeon Solar Technologies, Ltd. (“Maxeon”) and SunPower Corporation (“SunPower”) (collectively, “the Parties”).
Amendment No. 6 to Master Supply AgreementMaster Supply Agreement • December 18th, 2023 • Sunpower Corp • Semiconductors & related devices • California
This Amendment No. 6 to the master supply agreement (this “Amendment”) is entered into this 27th day of July 2022 (“Amendment Effective Date”) by and between Enphase Energy, Inc., a Delaware corporation, having its principal place of business at 47281 Bayside Parkway, Fremont, CA 94538 U.S.A. (“Enphase”), and SunPower Corporation, a corporation organized under the laws of Delaware, having its principal place of business at 51 Rio Robles, San Jose, California 95134 U.S.A. (“SunPower”). Capitalized terms used herein without definition shall have the same meanings given in the Agreement (as defined below).
LONG-TERM SUPPLY AGREEMENTLong-Term Supply Agreement • June 25th, 2009 • Sunpower Corp • Semiconductors & related devices • Michigan
In the above example, the Annual Electricity Percentage for 2009 is ***%, reflecting the rate change from 2007 to 2008. The Annual Electricity Percentage for 2010 is ***%, reflecting the rate change from 2008 to 2009. The Cumulative Electricity Base Percentage in 2010 is ***%, reflecting the annual compounding of the Electricity Base Percentage beginning in 2009. There is no upward price adjustment for 2009 or 2010 because the Cumulative Average Actual Electricity Percentage does not exceed the Cumulative Electricity Base Percentage by at least one whole percentage point in either year; rather, it is ***% lower in 2009 and ***% lower in 2010. Notwithstanding that the Cumulative Average Actual Electricity Percentage is lower than the Cumulative Average Electricity Base Percentage, there are no downward price adjustments, and the same is true for 2011. The Gross Price increase of $*** per kilogram effective January 1, 2012, reflects that the Cumulative Average Actual Electricity Percenta
SUNPOWER CORPORATION PURCHASE AGREEMENTPurchase Agreement • March 29th, 2010 • Sunpower Corp • Semiconductors & related devices • New York
