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
MAXEON SOLAR TECHNOLOGIES, LTD., THE GUARANTORS PARTY HERETO, and DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee and DB TRUSTEES (HONG KONG) LIMITED as Collateral Trustee and RCBC TRUST CORPORATION as Philippine Supplemental Collateral Trustee...Indenture • June 21st, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
CONVERTIBLE SECOND LIEN SENIOR SECURED NOTES INDENTURE, dated as of June 20, 2024, among Maxeon Solar Technologies, Ltd. (Company Registration No: 201934268H), a company incorporated in Singapore, as issuer (the “Company”), the guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”), Deutsche Bank Trust Company Americas, a New York Banking Corporation, as trustee (the “Trustee”), DB Trustees (Hong Kong) Limited as the collateral trustee (in such capacity, and including any successor collateral trustee or additional collateral trustee, the Philippine Supplemental Collateral Trustee (as defined below) or Supplemental Collateral Trustee (as defined herein) pursuant to the applicable provisions of this Indenture, and thereafter, the “Collateral Trustee”) and RCBC Trust Corporation as collateral trustee with respect to the Philippine Collateral (as defined below) (in such capacity and solely with respect to the Philippine Collateral, the “Phi
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...Amendment, Settlement, and Release Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
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.”
MAXEON SOLAR TECHNOLOGIES, LTD. ORDINARY SHARES PURCHASE AGREEMENT April 13, 2021Ordinary Shares 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”).
AMENDED AND RESTATED SHAREHOLDER AGREEMENTShareholder Agreement • September 3rd, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”), dated as of August 30, 2024 by and between Maxeon Solar Technologies, Ltd., a Singapore public limited company (the “Company”) and Zhonghuan Singapore Investment and Development Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (together with its Affiliates that Beneficially Own Ordinary Shares, “TZE” or the “Shareholder”).
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”).
Maxeon Solar Technologies, Ltd. CONVERTIBLE NOTES PURCHASE AGREEMENT May 30, 2024 Maxeon Solar Technologies, Ltd. CONVERTIBLE NOTES PURCHASE AGREEMENTConvertible Notes Purchase Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
THIS Convertible Notes Purchase AGREEMENT (the “Agreement”) is made as of May 30, 2024, 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 (the “Investor”).
AGREEMENTSupply Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
This Agreement (“Agreement”), dated as of August 26, 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”).
COLLABORATION AGREEMENTCollaboration Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This COLLABORATION 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.”
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.”
SUPPLY AGREEMENTSupply Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • California
This Supply Agreement (this “Agreement”), dated as of August 26, 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.”
Maxeon Solar Technologies, Ltd. SECURITIES PURCHASE AGREEMENT MAY 30, 2024 Maxeon Solar Technologies, Ltd. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
THIS SECURITIES Purchase AGREEMENT (the “Agreement”) is made as of May 30, 2024, 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 (the “Investor”).
MAXEON SOLAR TECHNOLOGIES, LTD. FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 17th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of June 14, 2024, 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 (the “Purchaser”). Capitalized terms not defined herein shall have the meaning assigned to such term in Annex 1.
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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT June 20, 2024Registration Rights Agreement • June 21st, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of June 20, 2024 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.
BRAND FRAMEWORK AGREEMENTBrand Framework Agreement • August 27th, 2020 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
This BRAND FRAMEWORK 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.”
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”.
Merrill Lynch International Merrill Lynch Financial Centre London ECIA 1HQPhysical Delivery Share Forward Transaction • September 9th, 2020 • Maxeon Solar Technologies, Ltd. • 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.
SUPPLEMENTAL INDENTURE No. 6Supplemental Indenture • May 31st, 2024 • 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 dated as of August 17, 2022 (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, SunPower Systems Sàrl, the Trustee and the Collateral Trustee, (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, (d) that certain Supplemental Indenture No. 4, dated November 13, 2023, by and among the Company, the Trustee and the Collateral Trustee, and (e) that certain Supplemental Indenture No. 5, dated January 30, 2024, by and among the Company and the Trustee and as further amended, restated, amended a
ContractSecurities Purchase Agreement • June 21st, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices • New York
THE OFFER AND SALE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:
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 of Goods and/or Services • November 17th, 2021 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
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
ContractSupplemental Indenture • March 7th, 2023 • Maxeon Solar Technologies, Ltd. • 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...Consent and Waiver Letter • 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...Business Activities Framework Agreement • April 6th, 2021 • Maxeon Solar Technologies, Ltd. • 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”).
ContractSupplemental Indenture • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
Mutual Termination AgreementMutual Termination Agreement • May 30th, 2024 • Maxeon Solar Technologies, Ltd. • Semiconductors & related devices
