ContractWarrant Agreement • February 16th, 2024 • Global Infrastructure Investors III, LLC • 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.
JOINT FILING AGREEMENTJoint Filing Agreement • September 10th, 2018 • Global Infrastructure Investors III, LLC • Electric services
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • February 16th, 2024 • Global Infrastructure Investors III, LLC • Semiconductors & related devices
This AMENDMENT (this “Amendment”) to the Letter Agreement, dated September 12, 2022 (the “Letter Agreement”), by and between GIP III Sol Acquisition, LLC, a Delaware limited liability company (“GIP”), TotalEnergies Renewables USA, LLC, a Delaware limited liability company (“TotalEnergies USA”, and together with GIP, the “Sponsors”) and Sol Holding, LLC, a Delaware limited liability company (the “Company” and together with the Investors, the “Parties”), is made and entered into as of February 14, 2024 by and between the Sponsors and the Company. Capitalized terms used in this Amendment and not otherwise defined shall have the meaning given to them in the Letter Agreement.
CREDIT AGREEMENT Dated as of July 18, 2018 among GIP III STETSON HOLDINGS I, L.P., and GIP III STETSON HOLDINGS II, L.P., as Parents, GIP III STETSON I, L.P., and GIP III STETSON II, L.P., as Borrowers, THE LENDERS PARTY HERETO FROM TIME TO TIME and...Credit Agreement • July 30th, 2018 • Global Infrastructure Investors III, LLC • Natural gas transmission • New York
This CREDIT AGREEMENT dated as of July 18, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), is entered into among GIP III STETSON HOLDINGS I, L.P., a Delaware limited partnership (“Stetson Holdings I”), GIP III STETSON HOLDINGS II, L.P., a Delaware limited partnership (“Stetson Holdings II”), GIP III STETSON I, L.P., a Delaware limited partnership (“GIP Stetson I”), GIP III STETSON II, L.P., a Delaware limited partnership (“GIP Stetson II”, together with GIP Stetson I, collectively, the “Borrowers” and each, individually, a “Borrower”), the LENDERS party hereto from time to time and GOLDMAN SACHS LENDING PARTNERS LLC, as administrative agent (in such capacity, together with any successor administrative agent appointed pursuant to the provisions of Article VIII, the “Administrative Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with any successor collateral agent appointe
Joint Filing AgreementJoint Filing Agreement • September 9th, 2022 • Global Infrastructure Investors III, LLC • Semiconductors & related devices
Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock, par value $0.001 per share, of SunPower Corporation, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
NOVATION AGREEMENTNovation Agreement • February 16th, 2024 • Global Infrastructure Investors III, LLC • Semiconductors & related devices • Delaware
THIS NOVATION AGREEMENT (the “Agreement”) is entered into as of February 14, 2024, by and among SunPower Corporation, a Delaware corporation (the “Company”), TotalEnergies Solar INTL SAS, formerly known as Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France (“TotalEnergies”), TotalEnergies Gaz & Electricité Holdings SAS, formerly known as Total Gaz Electricité Holdings France SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Total Gaz”), and Sol Holding, LLC, a Delaware limited liability company (“Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 30th, 2018 • Global Infrastructure Investors III, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • July 30th, 2018 • Global Infrastructure Investors III, LLC • Natural gas transmission
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
