Maxeon Solar Technologies, Ltd. (a Singapore corporation) 6,944,445 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2021 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
Maxeon Solar Technologies, Ltd. (a Singapore company) 7,490,000 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
Maxeon Solar Technologies, Ltd. (a Singapore corporation) Up to $60,000,000 of Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
Merrill Lynch International Merrill Lynch Financial Centre London ECIA 1HQMaxeon Solar Technologies, Ltd. • September 9th, 2020 • Semiconductors & related devices • New York
The purpose of this letter agreement (this “Confirmation”) is to amend and restate the 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 so amended and restated hereby, the “Transaction”) and replace the original confirmation between Dealer and Counterparty, dated July 17, 2020, with respect to the Transaction (the “Original Confirmation”) in its entirety. 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.
MAXEON SOLAR TECHNOLOGIES, LTD. ORDINARY SHARES PURCHASE AGREEMENT April 13, 2021Shares Purchase Agreement • April 16th, 2021 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
THIS ORDINARY SHARES PURCHASE AGREEMENT (the “Agreement”) is made as of April 13, 2021, by and between Maxeon Solar Technologies, Ltd, a company incorporated in Singapore with company registration number 201934268H (the “Company”), and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (the “Investor”).
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN SUNPOWER CORPORATION AND MAXEON SOLAR TECHNOLOGIES, LTD. DATED AS OF AUGUST 26, 2020Employee Matters Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of August 26, 2020 is by and between SunPower Corporation, a Delaware corporation (“Parent”), and Maxeon Solar Technologies, Ltd. a company incorporated under the laws of Singapore (“SpinCo”).
AMENDMENT, SETTLEMENT, AND RELEASE AGREEMENTSettlement, and Release Agreement • November 15th, 2023 • Maxeon Solar Technologies, Ltd. • 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”).
MASTER SUPPLY AGREEMENTMaster Supply Agreement • March 24th, 2022 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
This Master Supply Agreement (this “Agreement”), dated as of February 14, 2022 (the “Effective Date”), is by and between SunPower Corporation, a corporation organized and existing under the laws of the State of Delaware, USA (“Customer”), and Maxeon Solar Technologies, Ltd., a corporation organized and existing under the laws of Singapore (“Supplier”). Customer and Supplier may also be referred to individually as a “Party” or together as the “Parties.”
TAX MATTERS AGREEMENT BETWEEN SUNPOWER CORPORATION AND MAXEON SOLAR TECHNOLOGIES, LTD. DATED AS OF AUGUST 26, 2020Tax Matters Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of August 26, 2020, by and among SunPower Corporation, a Delaware corporation (“RemainCo”) and Maxeon Solar Technologies, Ltd., a Singapore public limited company (“SpinCo”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Investment Agreement.
ASSET PURCHASE AGREEMENT by and among SOLARCA LLC, MAXEON SOLAR TECHNOLOGIES, LTD. and solely for purposes of Section 10.14, COMPLETE SOLARIA, INC. Dated as of September 19, 2023Asset Purchase Agreement • October 6th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • Delaware
This Asset Purchase Agreement (this “Agreement”) is made as of September 19, 2023, by and among SolarCA LLC, a Delaware limited liability company (“Seller”), Maxeon Solar Technologies, Ltd., a Singapore public limited company (“Purchaser”) and solely for purposes of Section 10.14, Complete Solaria, Inc., a Delaware corporation (“Seller Parent”). Seller and Purchaser are sometimes referred to together as the “Parties,” and each individually as a “Party.” Capitalized terms used in this Agreement but not otherwise defined will have the meanings set forth in Annex A to this Agreement.
MASTER SUPPLY AGREEMENT Maxeon Solar Technologies, Ltd. SunPower Corporation as Supplier as Customer December 31, 2022Master Supply Agreement • March 7th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
TRANSITION SERVICES AGREEMENT BETWEEN SUNPOWER CORPORATION AND MAXEON SOLAR TECHNOLOGIES, LTD. Dated August 26, 2020Transition Services Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
THIS TRANSITION SERVICES AGREEMENT dated August 26, 2020 (this “Agreement”), is between SunPower Corporation, a Delaware corporation (“RemainCo”), and Maxeon Solar Technologies, Ltd., a company incorporated under the laws of Singapore (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.
MASTER CONTRACT FOR SUPPLY OF GOODS AND/OR SERVICES N° TGP_RP_CTR072692 PART 1 – FORM OF AGREEMENT The Master Contract is made between: (1) TOTAL GLOBAL PROCUREMENT, a company incorporated and existing according to the laws of France, with company...Master Contract for Supply • November 17th, 2021 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
CROSS LICENSE AGREEMENTCross License Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of August 26, 2020 (the “Effective Date”) by and between SunPower Corporation (“SPWR”), a Delaware corporation, and Maxeon Solar Pte. Ltd. (“MSSG”), a Singapore corporation. SPWR and MSSG may also be referred to individually as a “Party” or collectively as “Parties.”
EQUITY TRANSFER AGREEMENT 股权转让协议 Between SunPower Manufacturing Corporation Limited SunPower Manufacturing Corporation Limited And Zhonghuan Hong Kong Holding Limited April 26, 2024 2024年4月26日Equity Transfer Agreement • April 26th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
ContractMaxeon Solar Technologies, Ltd. • March 7th, 2023 • Semiconductors & related devices
SUPPLEMENTAL INDENTURE No.3Supplemental Indenture • October 18th, 2022 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
WHEREAS the Company (or its successor) and the guarantors named therein have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture dated as of August 17, 2022 (as amended by the Supplemental Indenture No.1, dated September 30, 2022, by and among the Company, the Trustee and the Collateral Trustee and the Supplemental Indenture No.2, dated October 14, 2022, by and among the Company, the New Guarantor named therein, the Trustee and the Collateral Trustee (the “Indenture”), providing for the issuance of the Company’s 7.50% Convertible First Lien Senior Secured Notes (the “Notes”), initially in an aggregate principal amount of $207,000,000;
MAXEON SOLAR TECHNOLOGIES, LTD. CONVERTIBLE NOTES PURCHASE AGREEMENT August 12, 2022Convertible Notes Purchase Agreement • August 12th, 2022 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August [•], 2022 by and between Maxeon Solar Technologies, Ltd., a company incorporated in Singapore with company registration number 201934268H (the “Company”) and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore with company registration number 201939428H (“TZE”), and any other Person that becomes a party hereto by executing and delivering a joinder agreement in accordance with this Agreement.
FORM OF EXCHANGE AGREEMENT]Exchange Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
Each undersigned signatory on the signature pages attached hereto (each, an “Undersigned Party” and, collectively, the “Undersigned Parties”), severally and not jointly, for itself, if signing on behalf of itself and not on behalf of the respective beneficial owners listed on Exhibit A hereto (each, an “Account” and, collectively, “Accounts”) for whom an Undersigned Party holds contractual and investment authority, and if signing on behalf of Accounts, then the Accounts, severally and not jointly (each Account, as well as an Undersigned Party if it is exchanging Existing Bonds (as defined below) hereunder, a “Holder” and, collectively, the “Holders”), enters into this Exchange Agreement (this “Agreement”) with Maxeon Solar Technologies, Ltd., a company incorporated in Singapore with company registration number 201934268H (the “Company”), as of the date first written above, whereby the Holders will exchange for each $1,000 principal amount of the Company’s 6.50% Green Convertible Senior
Date: July 9 2020 Tianjin Zhonghuan Semiconductor Co., Ltd No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, PR China Re: Consent and Waiver Relating to Replacement Financing and Certain Other Matters (this “Consent...Investment Agreement • July 16th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
BUSINESS ACTIVITIES FRAMEWORK AGREEMENT (Amended, Novated and Restated) by and among HUANSHENG PHOTOVOLTAIC (JIANGSU) CO., LTD HUANSHENG NEW ENERGY (JIANGSU) CO., LTD. MAXEON SOLAR TECHNOLOGIES, LTD. TIANJIN ZHONGHUAN SEMICONDUCTOR CO., LTD. and...Maxeon Solar Technologies, Ltd. • April 6th, 2021 • Semiconductors & related devices
This Business Activities Framework Agreement (Amended, Novated and Restated) (together with all schedules attached hereto, this “Agreement”) is made and entered into as of February 8th, 2021 (the “Execution Date”) by and among Huansheng Photovoltaic (Jiangsu) Co., Ltd, a company organized under the laws of the PRC (“HSPV”), Huansheng New Energy (Jiangsu) Co., Ltd. (formerly named Huanli Photovoltaic (Jiangsu) Co., Ltd.)，a company organized under the laws of the PRC (“HSNE”, and together with HSPV, collectively “Manufacturers”), Maxeon Solar Technologies, Ltd., a company organized under the laws of Singapore (“MAXN”), Tianjin Zhonghuan Semiconductor Co., Ltd., a company organized under the laws of the PRC (“TZS”), and SunPower Systems International Limited, a company organized under the laws of Hong Kong (“SPSI”, and together with MAXN and TZS, collectively the “Customers”) (the Manufacturers and the Customers, collectively the “Parties”).
ContractMaxeon Solar Technologies, Ltd. • May 30th, 2024 • Semiconductors & related devices
Mutual Termination AgreementMutual Termination Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
FIRST AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • April 6th, 2021 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
dated and effective as of February 25, 2021 (the “Effective Date”) is by and SunPower Corporation, a corporation organized and existing under the laws of the State of Delaware, USA (“Customer”), and Maxeon Solar Technologies, Ltd., a public company limited by shares organized and existing under the laws of Singapore (“Supplier”).
SUPPLEMENTAL INDENTURE No. 4Supplemental Indenture • November 14th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
WHEREAS the Company (or its successor) has heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture (as amended by (a) that certain Supplemental Indenture No. 1, dated September 30, 2022, by and among the Company, the Trustee and the Collateral Trustee, (b) that certain Supplemental Indenture No. 2, dated October 14, 2022, by and among the Company, the New Guarantor (as defined therein), the Trustee and the Collateral Trustee and (c) that certain Supplemental Indenture No. 3, dated October 14, 2022, by and among the Company, SunPower Philippines Manufacturing Ltd., the Trustee, the Collateral Trustee and the Supplemental Collateral Trustee named therein, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”) dated as of August 17, 2022, providing for the issuance of the Company’s 7.50% Convertible First Lien Senior Secured Notes (the “Notes”), initially in an aggregate principal amou
CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AMENDMENT, SETTLEMENT, AND...Release Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
FIRST AMENDMENT TO MASTER SUPPLY AGREEMENT This FIRST AMENDMENT TO MASTER SUPPLY AGREEMENT (this “Amendment”) is made effective as of December 31, 2022 (the “Amendment Effective Date”), by and between SunPower Corporation, a corporation organized and...Master Supply Agreement • March 7th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
FORM OF CROSS LICENSE AGREEMENTForm of Cross License Agreement • July 2nd, 2020 • Maxeon Solar Technologies, Pte. Ltd. • Semiconductors & related devices
This CROSS LICENSE AGREEMENT (the “Agreement”) has been entered into as of [•], 2020 (the “Effective Date”) by and between SunPower Corporation (“SPWR”), a Delaware corporation, and Maxeon Solar Pte. Ltd. (“MSSG”), a Singapore corporation and a wholly-owned subsidiary of Maxeon Solar Technologies, Ltd. (“SpinCo”), a Singapore corporation. SPWR and MSSG may also be referred to individually as a “Party” or collectively as “Parties.”
Termination AgreementTermination Agreement • April 26th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
Maxeon Solar Pte. Ltd., a company incorporated and registered in Singapore, with its registered place of business at 8 Marina Boulevard #05-02, Marina Bay Financial Centre 018981, Singapore (“MSP”);
FORM OF AGREEMENTForm of Agreement • July 2nd, 2020 • Maxeon Solar Technologies, Pte. Ltd. • Semiconductors & related devices • California
This Agreement (“Agreement”), dated as of [•], 2020, is by and between SunPower Corporation, a corporation organized and existing under the Laws of the State of Delaware, USA (“Parent”), and Maxeon Solar Technologies, Ltd., a company organized and existing under the Laws of Singapore (“SpinCo”).
Date: July 31, 2020 Tianjin Zhonghuan Semiconductor Co., Ltd No. 12 East Haitai Road, Huayuan Industrial Park, Hi-tech Industrial Zone, Tianjin, PR China Re: Letter Agreement Related to Purchase Price Deposit (this “Letter”) Ladies and Gentlemen:Investment Agreement • July 31st, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
We refer to the Investment Agreement, dated November 8, 2019, as amended by the Consent and Waiver (as defined below) (the “Investment Agreement”), among SunPower Corporation, a Delaware corporation (“Parent”), Maxeon Solar Technologies, Ltd., a company incorporated under the Laws of Singapore, and, as of the date of this Letter, a wholly owned subsidiary of Parent (“SpinCo”), Tianjin Zhonghuan Semiconductor Co., Ltd., a PRC joint stock limited company (“Investor” and, collectively with Parent and SpinCo, the “Parties”) and, solely for purposes of Sections 5.2, 6.1, 6.3, 6.4, 6.6, 6.8, 6.9(d), 6.10, 8.2(a) and Article IX thereof, Total Solar INTL SAS, a French société par actions simplifiée. Capitalized terms used but not defined herein have the meanings given to them in the Investment Agreement.
DG P-SERIES PRODUCTS MASTER SUPPLY AGREEMENT 分布式P系列产品供货主协议 by and among HUANSHENG PHOTOVOLTAIC (JIANGSU) CO., LTD HUANSHENG NEW ENERGY (JIANGSU) CO., LTD. jointly as the Suppliers and MAXEON SOLAR TECHNOLOGIES, LTD. as the Customer Dated: April 26, 2024Master Supply Agreement • April 26th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This DG P-Series Products Master Supply Agreement (together with all schedules attached hereto, this “DG Agreement”) is made and entered into as of April 26, 2024 (the “Execution Date”) by and among Huansheng Photovoltaic (Jiangsu) Co., Ltd, a company organized under the laws of the PRC (“HSPV”), Huansheng New Energy (Jiangsu) Co., Ltd., a company organized under the laws of the PRC (“HSNE”, together with HSPV, each a “Supplier” and together the “Suppliers”), and Maxeon Solar Technologies, Ltd., a company organized under the laws of Singapore (“MAXN” or the “Customer”) (Suppliers and the Customer, each a “Party” and collectively the “Parties”).
FORM OF COLLABORATION AGREEMENTForm of Collaboration Agreement • July 2nd, 2020 • Maxeon Solar Technologies, Pte. Ltd. • Semiconductors & related devices
This COLLABORATION AGREEMENT (the “Agreement”) has been entered into as of [●], 2020 (the “Effective Date”) by and between SunPower Corporation (“SPWR”), a Delaware corporation and Maxeon Solar Pte. Ltd. (“MSSG”), a Singapore corporation and a wholly-owned subsidiary of Maxeon Solar Technologies, Ltd. (“SpinCo”), a Singapore corporation. SPWR and MSSG may also be referred to individually as a “Party” or collectively as “Parties.”
ContractSupplemental Indenture • March 7th, 2023 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
FORM OF SUPPLY AGREEMENTForm of Supply Agreement • July 2nd, 2020 • Maxeon Solar Technologies, Pte. Ltd. • Semiconductors & related devices • California
This Supply Agreement (this “Agreement”), dated as of [•], 2020 (the “Effective Date”), is by and between SunPower Corporation, a corporation organized and existing under the laws of the State of Delaware, USA (“SPWR” or “Customer”), and Maxeon Solar Technologies, Ltd., a corporation organized and existing under the laws of Singapore (“SpinCo” or “Supplier”). SPWR and SpinCo may also be referred to individually as a “Party” or together as the “Parties.”
