Supplemental Indenture No. 7

Exhibit 99.3

Dated June 20, 2024

Supplemental Indenture No. 7

between

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

Table of Contents

		Page
1.	Defined Terms	2
2.	Amendments to the Indenture and the Notes	2
3.	Ratification of Indenture, Subsidiary Guarantees; Supplemental Indentures Part of Indenture.	2
4.	No Recourse against Others	3
5.	Governing Law	3
6.	The Trustee, the Collateral Trustee and the Philippine Supplemental Collateral Trustee Make No Representation	3
7.	Counterparts	3
8.	Effect of Headings	3
9.	Representations	3
10.	Entire Agreement	4
11.	Effectiveness	4
12.	Successors	4

Annex 1	Amendments to the Indenture
Annex 2	Amendments to the Note

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This Supplemental Indenture No. 7 is made on June 20, 2024 (this “Supplemental Indenture”) among:

(1) Maxeon Solar Technologies, Ltd. (Company Registration No: 201934268H), a company incorporated in Singapore (the “Company”);

(2) the guarantors listed on the signature pages hereof (each, a “Guarantor” and collectively, the “Guarantors”);

(3) Deutsche Bank Trust Company Americas, a New York Banking Corporation, as trustee (the “Trustee”);

(4) DB Trustees (Hong Kong) Limited as the collateral trustee (the “Collateral Trustee”); and

(5) RCBC Trust Corporation as collateral trustee with respect to the Philippine Collateral (in such capacity and solely with respect to the Philippine Collateral, the “Philippine Supplemental Collateral Trustee”)

Whereas:

(A) 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, the New Guarantor (as defined therein), 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 as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, (e) that certain Supplemental Indenture No. 5, dated January 30, 2024 by and among the Company and the Trustee, and (f) that certain Supplemental Indenture No. 6, dated May 31, 2024, by and among the Company, the Trustee, the Collateral Trustee and the Supplemental Collateral Trustee named therein and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of the Company’s 7.50% Convertible First Lien Senior Secured Notes (the “Notes”);

(B) Whereas, on August 17, 2022, the Company issued $207,000,000 principal amount of Notes (the “Initial Notes”) under the Indenture, which notes currently remain outstanding;

(C) Whereas, on May 31, 2024, the Company issued $25,000,000 principal amount of Notes (the “Additional Notes,” and together with the Initial Notes, the “Notes”) under the Indenture, which notes currently remain outstanding;

(D) Whereas, pursuant to Section 8.02 of the Indenture, the Company and the Trustee may, subject to Sections 8.01, 8.03, 7.05 and 7.08 of the Indenture and the proviso hereof, amend or supplement any provision of the Indenture with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding, provided that any amendment or supplement to any provision referred to in clauses (i) to (x) of Section 8.02(A) of the Indenture shall require the consent of each affected Holder;

(E) Whereas, pursuant to a Letter of Consent dated June 20, 2024 (the “Letter of Consent”), from the Company to Zhonghuan Singapore Investment and Development Pte. Ltd., in its capacity as the Holder of US$232,000,000 principal amount of the Notes, representing 100% of the outstanding principal amount of the Notes, (the “Investor”) and an Acknowledgement Letter with respect to the Letter of Consent by the Investor (the “Acknowledgement Letter,” and together with the “Letter of Consent,” the “Consent”), pursuant to which, among others, the Investor consents to the execution and delivery of this Supplemental Indenture;; and

(F) Whereas, pursuant to Section 8.02 of the Indenture, the Trustee, the Collateral Trustee, the Philippine Supplemental Collateral Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders (as defined in the Indenture) as follows:

1. Defined Terms

As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Amendments to the Indenture and the Notes

Pursuant to the Consent, the Company, the Guarantors, the Trustee, the Collateral Trustee and the Philippine Supplemental Collateral Trustee hereby agree to amend the Indenture as set forth in ‎Annex 1 hereto, with additions shown in blue double-underline and deletions shown in red strikethrough, such amendments to be operative at and from the date of this Supplemental Indenture (the “Indenture Amendments”).

Pursuant to the Consent, the Company, the Guarantors, the Trustee, the Collateral Trustee and the Philippine Supplemental Collateral Trustee hereby agree to amend the certificated note no. 1 dated August 17, 2022, evidencing the Initial Notes (the “Note No. 1”) and the certificated note no. 2 dated May 31, 2024, evidencing the Additional Notes (the “Note No. 2”), as set forth in ‎Annex 2 hereto, with additions shown in double-underline and deletions shown in strikethrough such amendments to be operative at and from the date of this Supplemental Indenture (the “Note Amendments,” and together with the Indenture Amendments, the “Amendments”).

3. Ratification of Indenture, Subsidiary Guarantees; Supplemental Indentures Part of Indenture.

(a) Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

(b) By signing this Supplemental Indenture, each of the Guarantors fully and unconditionally grants or ratifies and confirms its Subsidiary Guarantee in respect, and in favour of, the Notes and provides such Subsidiary Guarantee on the terms and subject to the provisions, including the limitations and conditions, set forth in the Indenture, including but not limited to Article 12 thereof and in the Subsidiary Guarantees.

(c) This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.

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4. No Recourse against Others

No past, present or future director, officer, employee, incorporator or shareholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor, as the case may be, under this Indenture, the Notes, the applicable Subsidiary Guarantee or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting any Note, each Holder waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

5. Governing Law

THIS SUPPLEMENTAL INDENTURE AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

6. The Trustee, the Collateral Trustee and the Philippine Supplemental Collateral Trustee Make No Representation

The Trustee, the Collateral Trustee and the Philippine Supplemental Collateral Trustee shall make no representation as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

7. Counterparts

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

8. Effect of Headings

The section headings herein are for convenience only and shall not affect the construction hereof.

9. Representations

Each of the Company and the Guarantors, jointly and severally, hereby represents and warrants, as of the date hereof, to the Trustee, the Collateral Trustee and the Philippine Collateral Trustee that:

(a) each of the Company and the Guarantors has been duly organized or incorporated and is validly existing and (if appliable) in good standing in under the law of its jurisdiction of organization or incorporation;

(b) each of the Company and the Guarantors has all requisite corporate power and authority, and has taken all requisite corporation action necessary, to execute and deliver this Supplemental Indenture and to perform its obligations under this Supplemental Indenture and the Indenture;

(c) this Supplemental Indenture is duly authorized and signed and, when duly executed and delivered by the Company, the Guarantors, the Trustee, the Collateral Trustee and the Philippine Supplemental Trustee, will constitute a valid and legally binding agreement of the Company and each Guarantor, enforceable against the Company and each Guarantor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

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(d) neither the execution and the delivery of this Supplemental Indenture, nor the performance by the Company or any Guarantor of its obligations hereunder, will (i) violate any provision of the organizational or constitutional documents of the Company, the Guarantors, or any of their respective subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company, the Guarantors, or their respective subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company, the Guarantors, or their respective subsidiaries is a party or by which the Company, the Guarantors, or their respective subsidiaries is bound or to which any of the Company’s, the Guarantors’ or their respective subsidiaries’ assets are subject, in each case of the foregoing, except in such a manner that would not materially and adversely affect the Company’s or the Guarantors’ ability to consummate the transactions contemplated hereby or as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial condition, prospects or results of operations of the Company and the Guarantors, taken as a whole.

10. Entire Agreement

This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the Amendments.

11. Effectiveness

This Supplemental Indenture will be effective on the date set forth above.

12. Successors

All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors.

Signature pages follow

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In Witness Whereof, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

	Company:
	MAXEON SOLAR TECHNOLOGIES, LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Authorized Signatory
	Guarantors:
	SUNPOWER CORPORATION LIMITED
	By:	/s/ Xxxxx Xxxxxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxxxxx
		Title:	Director
	SUNPOWER ENERGY CORPORATION LIMITED
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Director
	SUNPOWER SYSTEMS INTERNATIONAL LIMITED
	By:	/s/ Xxxxx Xxxxxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxxxxx
		Title:	Director

[Signature Page to the Supplemental Indenture No. 7]

	SUNPOWER MANUFACTURING CORPORATION LIMITED
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Director
	MAXEON ROOSTER HOLDCO, LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Director
	MAXEON SOLAR PTE. LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Director
	SUNPOWER BERMUDA HOLDINGS
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Director
	SUNPOWER TECHNOLOGY LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Authorized Signatory

[Signature Page to the Supplemental Indenture No. 7]

	SUNPOWER PHILIPPINES MANUFACTURING LTD.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Authorized Signatory
	ROOSTER BERMUDA DRE, LLC
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Authorized Signatory
	SUNPOWER SYSTEMS SÀRL
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:	Authorized Signatory

[Signature Page to the Supplemental Indenture No. 7]

	Trustee:
	DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE, REGISTRAR, PAYING AGENT, CONVERSION AGENT
	By:	/s/ Xxxxx Xx
		Name:	Xxxxx Xx
		Title:	Vice President
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Vice President

[Signature Page to the Supplemental Indenture No. 7]

	Collateral Trustee:
	DB TRUSTEES (HONG KONG) LIMITED, AS COLLATERAL TRUSTEE
	By:	/s/ Xx Xx Mak
		Name:	Xx Xx Mak
		Title:	Authorized Signatory
	By:	/s/ Xxxxxxxxx Xxx
		Name:	Xxxxxxxxx Xxx
		Title:	Authorized Signatory

[Signature Page to the Supplemental Indenture No. 7]

	Philippine Supplemental Collateral Trustee:
	RCBC TRUST CORPORATION, AS PHILIPPINE SUPPLEMENTAL COLLATERAL TRUSTEE
	By:	/s/ Xxxx Xxx X. Sinaon
		Name:	Xxxx Xxx X. Sinaon
		Title:	RCBC Trust Corporation
	By:	/s/ Xxxxxxx Xxxxx X. Xxxxxxx
		Name:	Xxxxxxx Xxxxx X. Xxxxxxx
		Title:	Sales Officer

[Signature Page to the Supplemental Indenture No. 7]

Annex 1

Amendments to the Indenture

Annex 2

Amendments to the Note

The front of each of the Note No.1 and Note No. 2 shall be amended as follows, as applicable:

NOTE

THE OFFER AND SALE OF THIS NOTE AND THE ORDINARY SHARES, IF ANY, ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE 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 NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(1) REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT; AND

(2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT ONLY:

(A) TO THE COMPANY, ITS PARENT OR ANY SUBSIDIARY THEREOF;

(B) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT;

(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT;

(D) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT;

(E) PURSUANT TO REGULATION S UNDER THE SECURITIES ACT; OR

(F) PURSUANT TO ANY OTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER IN ACCORDANCE WITH (C), (D), (E) or (F) ABOVE, THE COMPANY, THE TRUSTEE AND THE REGISTRAR RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS THEY MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THE NOTES WERE ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NOTEHOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE ISSUE DATE, AND THE YIELD TO MATURITY RELATING TO THE NOTES BY CONTACTING THE COMPANY.

Maxeon Solar Technologies, Ltd.

7.50% Variable-Rate Convertible First Lien Senior Secured Note due 00000000

CUSIP No.:	57779B AC8
ISIN No.:	US57779BAC81

Certificate [No. 1]¹ / [No. 2]²

Maxeon Solar Technologies, Ltd., a company incorporated in Singapore, for value received, promises to pay to Zhonghuan Singapore Investment and Development Pte. Ltd., or its registered assigns, the principal sum of [TWO HUNDRED AND SEVEN MILLION dollars ($207,000,000)]³ / [TWENTY-FIVE MILLION dollars ($25,000,000)]⁴ on August 17, 20272029 and to pay interest thereon, as provided in the Indenture referred to below, until the principal and all accrued and unpaid interest are paid or duly provided for.

Interest Payment Dates: February 17 and August 17 of each year, commencing on [February 17, 2023]⁵ / [August 17, 2024]⁶.

Regular Record Dates: February 2 and August 2.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

¹ Applicable to the Note No. 1

² Applicable to the Note No. 2

³ Applicable to the Note No. 1

⁴ Applicable to the Note No. 2

⁵ Applicable to the Note No. 1

⁶ Applicable to the Note No. 2

The title, first two paragraphs and sections 1 and 2 of the reverse of each of the Note No.1 and Note No. 2 shall be amended as follows:

Maxeon Solar Technologies, Ltd.

7.50% Variable-Rate Convertible First Lien Senior Secured Note due 20292027

This Note is one of a duly authorized issue of notes of Maxeon Solar Technologies, Ltd., a company incorporated in Singapore (the “Company”), designated as its 7.50% Variable-Rate Convertible First Lien Senior Notes due 2027 (the “Notes”), all issued or to be issued pursuant to 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 (as defined below), (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, (e) that certain Supplemental Indenture No. 5, dated January 30, 2024 by and among the Company and the Trustee, and (f) that certain Supplemental Indenture No. 6, dated May 31, 2024 by and among the Company, the Trustee, the Collateral Trustee and the Supplemental Collateral Trustee named therein, and (g) that certain Supplemental Indenture No. 7, dated June 20, 2024 by and among Company, the Trustee, the Collateral Trustee and the Supplemental Collateral Trustee named therein and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”), between the Company, the Guarantors from time to time party thereto, Deutsche Bank Trust Company Americas, a New York Banking Corporation as Trustee, as DB Trustees (Hong Kong) Limited as Collateral Trustee and RCBC Trust Corporation as Philippine Supplemental Collateral Trustee. Capitalized terms used in this Note without definition have the respective meanings ascribed to them in the Indenture.

The Indenture sets forth the rights and obligations of the Company, the Trustee and the Holders and the terms of the Notes. Notwithstanding anything to the contrary in this Note, to the extent that any provision of this Note conflicts with the provisions of the Indenture, the provisions of the Indenture will control.

1. Interest. This Note will accrue interest at a rate and in the manner set forth in Section 2.05 of the Indenture. Stated Interest on this Note will begin to accrue from, and including, August 17, 2022.

2. Maturity. This Note will mature on August 17, 20272029, unless earlier repurchased, redeemed or converted.

The title of the form of Conversion Notice appended to each of the Note No.1 and Note No. 2 shall be amended as follows:

CONVERSION NOTICE

Maxeon Solar Technologies, Ltd.

7.50% Variable-Rate Convertible First Lien Senior Secured Note due 20292027

The title of the form of Fundamental Change Repurchase Notice appended to each of the Note No.1 and Note No. 2 shall be amended as follows:

FUNDAMENTAL CHANGE REPURCHASE NOTICE

Maxeon Solar Technologies, Ltd.

7.50% Variable-Rate Convertible First Lien Senior Secured Note due 20292027

The title of the form of Assignment Form appended to each of the Note No.1 and Note No. 2 shall be amended as follows:

ASSIGNMENT FORM

Maxeon Solar Technologies, Ltd.

7.50% Variable-Rate Convertible First Lien Senior Secured Note due 20292027