SALE AND PURCHASE AGREEMENT THIS AGREEMENT is made on the 18th day of February 2025 AMONGST: (1) MAXEON SOLAR TECHNOLOGIES, LTD. (Company Registration No. 201934268H), a company incorporated under the laws of Singapore and having its registered office...
EXHIBIT 99.1 SALE AND PURCHASE AGREEMENT AMONGST MAXEON SOLAR TECHNOLOGIES, LTD. AND LUMETECH B.V. AND TCL SUNPOWER INTERNATIONAL PTE. LTD. DATED THE 18TH DAY OF FEBRUARY 2025
SALE AND PURCHASE AGREEMENT THIS AGREEMENT is made on the 18th day of February 2025 AMONGST: (1) MAXEON SOLAR TECHNOLOGIES, LTD. (Company Registration No. 201934268H), a company incorporated under the laws of Singapore and having its registered office at 0 Xxxxxx Xxx Xxxxxxxxx, #00-00, Xxxxxx Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx 000000 (the "Vendor"); (2) LUMETECH B.V. (Company Registration No. 92031412), a company incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands and its place of business at Xxxxxxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx ("Lumetech"); AND (3) TCL SUNPOWER INTERNATIONAL PTE. LTD. (Company Registration No. 202338490W), a company incorporated under the laws of Singapore and having its registered office at 0 Xxxxxxx Xxxx, #00-00, Xxxxxxxxx 000000 ("TCL Sunpower" and together with Lumetech, the "Purchasers"), (the Vendor and the Purchasers are hereinafter collectively referred to as the "Parties" and each, a "Party"). WHEREAS: (A) The Vendor is a company incorporated in Singapore which shares are listed and quoted on the NASDAQ Global Select Market and is the ultimate parent company of the Target Entities (as hereinafter defined), further details of which are set out in Schedule 1 of this Agreement. (B) The Target Entities are subsidiaries of the Vendor in the manner described below: (i) the Vendor directly holds 100% of the issued share capital of SunPower Energy Solutions France SAS ("SP France"), which in turn holds shares in the capital of Total Energie Do Brasil, SunPower Technologies France SAS, SunPower Manufacturing de Vernejoul SAS, Tenesol Venezuela, SunPower Corporation Southern Africa Proprietary Limited, SunPower Manufacturing Proprietary Ltd and SunPower Energy Systems Southern Africa (collectively, the "SP France Subsidiaries"); (ii) the Vendor indirectly holds 100% of the issued share capital of SunPower Bermuda Holdings ("SPBH"); (iii) SPBH and SunPower Systems Sarl ("SP SARL") hold 100% of the issued share capital of SunPower Malta Limited ("SPML") which in turn holds (1) 100% of the issued share capital of SunPower Corporation UK Limited, SunPower Corp Israel Ltd and Sgula (East) Green Energies Ltd, and (2) 99.95% of the issued share capital of Kozani Energy Malta Limited ("KEML") and Photovoltaic Park Malta Limited ("PPML") (collectively, the "SPML Subsidiaries"). The remaining 0.05% of the issued share capital of KEML and PPML are held by SP SARL; and (iv) SPBH holds 100% of the issued share capital of SP SARL, which in turn holds shares in the capital of SunPower Italia S.R.L., SunPower GmbH, SunPower Netherlands B.V., SunPower Energy Systems Spain S.L.U., SunPower Systems Belgium SRL, SunPower Corporation Australia Pty Limited, SunPower Corporation SpA, SunPower Energy Systems Korea, Maxeon Japan K.K, Maxeon Solar Products Mexico S. de X.X.xx, C.V. and Maxeon Solar Systems Mexico X.xx X.X. de C.V. As for Maxeon Solar Products Mexico X.xx X.X. de C.V. and Maxeon Solar Systems Mexico X.xx X.X. de C.V., (together, the "Mexican Entities"), SP SARL and Maxeon Rooster Holdco Ltd ("Maxeon Rooster") (an exempted company limited by shares incorporated in Bermuda, the issued share capital of which is wholly-owned directly and indirectly by
4 "Deposit" means the deposit of US$10,000,000 which was transferred to the Vendor on 27 November 2024. "Disclosure Updates" has the meaning ascribed to it in Clause 6.1(c). "Dutch Deed of Transfer" means the deed of sale, purchase of and transfer relating to the shares in the capital of SunPower Netherlands B.V. in a form to be agreed between the Vendor and the relevant Purchaser. "Dutch Notary" means any civil law notary (notaris) or assigned civil law notary (toegevoegd notaris) of Xxxxxxxx Xxxxxxxxxxx U.A., authorised to execute deeds in the protocol of such civil law notary or such civil law notary’s substitute. "Encumbrances" means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind, other than any Permitted Encumbrances. "Italian Deed of Transfer" has the meaning ascribed to it in paragraph 1 of Part E of Schedule 5. "Italian Notary" means an Italian notary public duly authorised to act as such in Italy to be designated by the relevant Purchaser and notified to the Vendor. "KEML" means Kozani Energy Malta Limited, further details of which are set out in paragraph 12 of Part A of Schedule 1. "Known Proceedings" means the litigation proceedings involving the Target Group which are pending as of the date of this Agreement, further details of which are set out in Schedule 14 of this Agreement. "Long-Stop Date" has the meaning ascribed to it in Clause 4.4. "Maxeon Rooster" has the meaning ascribed to it in Recital (B)(iv). "Mexican Entities" has the meaning ascribed to it in Recital (B)(iv). "MSPL" means Maxeon Solar Pte. Ltd. (Company Registration No. 202010491K), a company incorporated under the laws of Singapore and having its registered office at 00 Xxxx Xxxxx Xxxx, #00-00, Xxxxxx Xxx Xxxxxxxx, Xxxxxxxxx 000000. "Net Intercompany Debt" refers to the net intercompany debts owing from the Vendor Group to the Target Group outstanding as at the Completion Date, which shall exclude any intercompany amount arising from the indemnity by SPTN in connection with the Settlement Agreement (as defined in the Asset Transfer Agreement) under the Asset Transfer Agreement. "Novation Agreement" means the novation agreement in relation to the Restructuring, the agreed form of which is set out in Schedule 9, to be entered between, amongst others, the Vendor and/or its Affiliates and the Target Group. "ODI Approval" means the outbound direct investment approval from the PRC National Development and Reform Commission or its local agency and/or from the PRC Ministry of Commerce or its local agency and/or from the PRC State Administration of Foreign Exchange or its local agency, required to be obtained by the Purchaser(s) for their purchase of the Sale Shares.
5 "Permitted Encumbrance" means: (a) any charge or lien arising by operation of law, including in favour of a governmental authority and in the ordinary course of business, provided that no liability secured by such charge or lien is overdue for payment; (b) any retention of title arrangement arising in favour of a supplier to a Target Group Company in the ordinary course of business, provided that the Target Group Company is not in default in relation to the retention of title arrangement; or (c) any other Encumbrance which the Purchasers and Vendor agree in writing to be a permitted encumbrance. "PPML" means Photovoltaic Park Malta Limited, further details of which are set out in paragraph 13 of Part A of Schedule 1. "PRC" means the People’s Republic of China. "Purchaser Closing Deliverables" has the meaning ascribed to it in paragraph 2.1 of Schedule 3. "Purchaser Group Companies" and "Purchaser Group" means the Purchasers and their subsidiaries and "Purchaser Group Company" means any one of them. "Purchasers Warranties" means the representations and warranties on the part of the Purchasers specified in Schedule 7. "Relevant Employees" means the employees identified by the Parties set out in Schedule 13 of this Agreement who are immediately prior to Completion employed by the Vendor and/or its Affiliates (excluding the Target Group), and engaged in the business of the Target Group. "Restructuring" means the asset and liability restructuring to be undertaken by the Vendor and/or its Affiliates pursuant to which the Target Assets will be transferred, novated or assigned from certain subsidiaries of the Vendor not being the Target Group Companies, to the Target Group prior to Completion. "Sale Shares" means, collectively, (a) all of the issued and fully-paid ordinary shares in the capital of each Target Entity (other than the Mexican Entities) owned by the Vendor, SPBH or SP SARL (as the case may be), and (b) all of the partnership interests of each of the Mexican Entities owned by SP SARL and Maxeon Rooster, as established by the rules governing the distribution of capital applicable to this type of company under the Mexican General Corporations Law of 1934, as amended. "SIAC" has the meaning ascribed to it under Clause 9.19(b). "Spanish Deed of Transfer" has the meaning ascribed to it in Part H of Schedule 5. "Spanish Notary" means a Spanish notary public duly authorised to act as such in Spain to be designated by the relevant Purchaser and notified to the Vendor. "SPBH" has the meaning ascribed to it in Recital (B)(ii). "SPC Australia" means SunPower Corporation Australia Pty Limited, further details of which are set out in paragraph 5 of Part A of Schedule 1. "SP France" means SunPower Energy Solutions France SAS, further details of which are set out in paragraph 1 of Part A of Schedule 1. "SP France Subsidiaries" has the meaning ascribed to it in Recital (B)(i).
6 "SP Italy" means SunPower Italia S.R.L., further details of which are set out in paragraph 3 of Part A of Schedule 1 "SPML" means SunPower Malta Limited, further details of which are set out in paragraph 2 of Part A of Schedule 1. "SPML Subsidiaries" has the meaning ascribed to it in Recital (B)(iii). "SP SARL" has the meaning ascribed to it in Recital (B)(iii). "SP Spain" means SunPower Energy Systems Spain, S.L.U., further details of which are set out in paragraph 10 of Part A of Schedule 1. "Subsidiaries" means collectively, the SPML Subsidiaries (except for KEML and PPML) and the SP France Subsidiaries, whose particulars are set out in Part B of Schedule 1. "Surviving Provisions" means Clauses 3.3 (Refund of Deposit), 3.4 (Timing of Refund of Deposit), 8 (Confidentiality) and 9 (Miscellaneous). "Target Assets" means the obligations, rights, title and interest of certain subsidiaries of the Vendor not being the Target Group Companies, to be transferred, novated or assigned to the Target Group under the Restructuring, further details of which are set out in Schedules 1 to 4 of the Asset Transfer Agreement. "Target Entities" means the entities set out in Part A of Schedule 1 and "Target Entity" means any one of them. "Target Group" means collectively, the Target Entities and the Subsidiaries and "Target Group Company" means any one of them. "Term Sheet" means the term sheet dated 25 November 2024 entered into between the Vendor and TZE in relation to this Agreement. "Trademarks" means trademark registrations and applications for "SunPower" in all jurisdictions excluding the United States of America. The existing Trademarks are set out in Exhibit A to the Trademark Assignment Agreement. "Trademark Assignment Agreement" means the trademark assignment agreement dated 18 February 2025 entered into between TCL Sunpower and MSPL pursuant to which MSPL shall assign the Trademarks to TCL Sunpower with effect from the Completion Date. "Transaction Documents" means this Agreement, the Trademark Assignment Agreement, the Novation Agreement, the Asset Transfer Agreement and the Transitional Services Agreement. "Transferable Asset" has the meaning ascribed to it in the Term Sheet. "Transitional Services Agreement" means the transitional services agreement, the agreed form of which is set out in Schedule 11, to be entered between Lumetech and MSPL pursuant to which Lumetech and/or its Affiliates (which post-Completion shall include the Target Group) shall agree to provide certain global shared services to MSPL and/or its Affiliates, and vice versa. "TZE" means TCL Zhonghuan Renewable Energy Technology Co. Ltd. (Company Registration Number 911200001034137808), a company incorporated in People's Republic of China and having its registered office at Xx. 00, Xxx Xxxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxxxx Xxxx (Xxxxx Xxxx), Xxxxxxx 000000, Xxxxx, which is the holding company of the Purchasers. "Vendor Closing Deliverables" has the meaning ascribed to it in paragraph 1.1 of Schedule 3.
7 "Vendor Group" means collectively, the Vendor and its subsidiaries (excluding the Target Group). "Vendor Warranties" means the representations and warranties on the part of the Vendor specified in Schedule 6. 1.2 Currencies "A$" means the lawful currency for the time being of Australia. "CLP" means the lawful currency for the time being of Chile. "EUR" means the lawful currency for the time being of the Eurozone. "GBP" means the lawful currency for the time being of the United Kingdom. "JPY" means the lawful currency for the time being of Japan. "Mexican Peso" or "MXN" means the lawful currency for the time being of Mexico. "NIS" means the lawful currency for the time being of Israel. "KRW" means the lawful currency for the time being of South Korea. "Rands" means the lawful currency for the time being of South Africa. "R$" means the lawful currency for the time being of Brazil. "United States dollars" or "US$" or "$" means the lawful currency for the time being of the United States of America. "VEF" means the lawful currency for the time being of Venezuela. 1.3 Miscellaneous In this Agreement, unless the context otherwise requires: (a) any reference to "accounts" shall include, where relevant, the directors' and auditors' reports, relevant balance sheets and profit and loss accounts and related notes together with all documents which are or would be required by law to be annexed to the accounts of the company concerned to be laid before that company in general meeting in respect of the accounting reference period in question; (b) the words "subsidiary" and "holding company" shall have the meanings ascribed to them in Section 5 of the Companies Act 1967 of Singapore; (c) any reference to a document being in the "agreed form" shall mean that document in or substantially in the form agreed as at the date of this Agreement between the Parties hereto and executed or initialled by them or on their behalf for the purposes of identification; (d) any reference to "procure" shall mean an absolute obligation (and not a reasonable obligation) to cause or bring about; (e) if a period of time is specified as being from a given day or from the date of an act or event, it shall be calculated exclusive of that day and inclusive of the relevant last day of such period of time; (f) words importing the whole shall be treated as including a reference to any part thereof;
13 (iii) if any Target Group Company receives any payment in relation to the Known Proceedings, such Target Group Company shall hold such amount as trustee for and on behalf of the Vendor and/or its Affiliates and the Purchasers shall procure that the Target Group Company pay that amount to the Vendor and/or its Affiliates after the final judicial determination of the relevant Known Proceeding. (b) The Purchasers acknowledge that, as at Completion, each Mexican Entity has not issued the corporate books in accordance with applicable Mexican law. Therefore, the Purchasers hereby (i) undertake to the Vendor to procure the issuance and update of the corporate books of each Mexican Entity in accordance with paragraph 3 of Part M and paragraph 3 of Part N of Schedule 5, and (ii) irrevocably and unconditionally waives any claims available to it against the Vendor Group in respect of the absence of such corporate books. 7.2 Post-Completion Vendor's Undertakings (a) The Vendor hereby undertakes to the Purchasers that following Completion, in respect of Known Proceedings which have not been resolved, settled or otherwise achieved a final determination by a court of law on or prior to the date of this Agreement, the Vendor shall, in the event that any Target Group Company is required to make any payment pursuant to a final determination by a court of law, or through settlement or otherwise, in relation to a Known Proceeding, reimburse the Purchasers such amount within 60 Business Days from the date on which the foregoing payment is made by such Target Group Company. (b) Notwithstanding other Clauses herein, the Vendor hereby undertakes to the Purchasers that it shall ensure that all Encumbrances on the assets of the Target Group shall be removed, released or discharged within reasonable time after the date hereof. For the avoidance of doubt, Clause 9.10 shall apply to this Clause 7.2(b). 7.3 Post-Completion Parties' Undertakings (a) Each Purchaser or the Vendor (as the case may be) hereby undertakes to the Vendor or the relevant Purchaser (as the case may be) that it shall fulfil the obligations set out Schedule 5 in respect of the transfer of the Sale Shares as soon as practicable and in any event within 30 days after the Completion Date. (b) In the event that within a period of 12 months commencing on the Completion Date, the Vendor or the Purchasers become aware of any Transferable Assets and any associated liability has not been transferred in accordance with the Novation Agreement or the Asset Transfer Agreement, the Parties shall use commercially reasonable efforts to enable the Purchasers to receive rights and benefits with respect to such Transferable Assets and to this end, will exercise, and shall procure the exercise of, all rights available to it to transfer such Transferable Assets to the Purchasers or its Affiliates. In the event that the Vendor performs any of the payment obligations referred to in the Transferable Assets that have not been transferred in accordance with the Novation Agreement or the Asset Transfer Agreement, or incurs any liabilities related thereto, the Purchasers shall reimburse the Vendor for the corresponding amount(s) paid by the Vendor which shall not be borne by the Vendor as consideration for the rights and benefits received by the Purchasers for such Transferable Assets, within 60 days from the date that payment has been made by the Vendor. (c) The Parties hereby undertake to each other that if any event shall occur after the Completion Date, which arises from any fact, condition or circumstance which occurred prior to the Completion Date, and such event affects adversely to a material degree the operations of the Target Group, the Parties shall engage in good faith negotiations regarding which Party should bear, and/or to what extent each Party should share in, the liability.
15 (e) is disclosed to professional advisers of the disclosing Party on terms that such professional advisers accept such information under a duty of confidentiality; or (f) is required to be disclosed in connection with the satisfaction of any of the conditions set out in Schedule 2. 8.3 Announcements Unless permitted under Clause 8.2, no announcement, press release or similar notifications in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any Party without the prior written approval of the other Party acting reasonably, provided that adequate time for the review of such announcement, press release or similar notification will be given to the Party which approval is being sought. The Parties hereby acknowledge that the transactions contemplated under the Transaction Documents constitutes non-public material information and shall comply with the applicable xxxxxxx xxxxxxx rules while in possession of such information. 9. MISCELLANEOUS 9.1 Entire Agreement This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements, letters, representations, warranties and undertakings, if any, between the Parties with respect to the subject matter hereof, whether such be written or oral. 9.2 No Reliance The Purchasers acknowledge that in entering into this Agreement, they have not relied on any representation, warranty or undertaking (except those expressly incorporated into this Agreement) made by or on behalf of the Vendor before or at the execution of this Agreement. Without prejudice to the generality of the foregoing, the Purchasers acknowledge that they have not relied upon, and will make no claim (whether in contract, tort or otherwise) hereafter in respect of, any such representation or promise or any budget, forecast or other financial projections supplied by or on behalf of the Vendor or any other information so supplied including, without limitation, any information memorandum or other information (written or oral) supplied to it by or on behalf of the Vendor or the Vendor's solicitors. The Purchasers waive all rights and remedies which, but for Clauses 9.1 and 9.2, might otherwise be available to them in respect of any such representation, warranty or undertaking. 9.3 Authority Nothing in this Agreement shall be deemed to create or constitute a partnership between the Parties hereto for the purposes of the law of partnership, any relevant income tax legislation or any other law or enactment and none of the Parties shall act or represent or hold itself out as having authority to act as an agent of or in any way bind or commit any of the other Parties to any obligations. 9.4 Releases Any liability to any Party under this Agreement may in whole or in part be released, compounded or compromised, or time or indulgence given, by such Party in its absolute discretion without in any way prejudicing or affecting its rights against the other Party in respect of the same. 9.5 No Implied Waivers The failure by any Party to exercise any right (including the right of rescission) or to require performance by the other Party or to claim a breach of any term of this Agreement shall not be deemed to be a waiver of such or any other rights or remedies available to it. Completion shall not constitute a waiver by the Purchasers or the Vendor (as the case may be) of their rights in
16 relation to any breach of any provision of this Agreement whether or not known to it at the Completion Date. 9.6 Continuing Effects of this Agreement (a) All provisions of this Agreement, in so far as the same shall not have been performed at Completion, shall remain in full force and effect notwithstanding Completion. (b) This Clause and all the Surviving Provisions shall remain binding on the Parties notwithstanding Completion and/or any rescission or termination of this Agreement by any Party and any rights or obligations of the Parties in respect of any breach of this Agreement accruing prior to, on or as a result of such termination or rescission shall continue to subsist notwithstanding such termination or rescission. 9.7 Successors and Assigns (a) This Agreement shall be binding on and shall inure to the benefit of each Party's successors and assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly. (b) No Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Party. 9.8 Third Party Rights Save as expressly provided in this Agreement, no provision of this Agreement is enforceable by virtue of the Contracts (Rights of Third Parties) Act 2001 of Singapore by any person who is not a Party to this Agreement. 9.9 Time of Essence Any time, date or period mentioned in any provision of this Agreement may be extended by mutual agreement between the Parties in accordance with this Agreement or by agreement in writing but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence. 9.10 Further Assurance (a) Each Party shall, and shall use its best endeavours to, procure that any necessary third party shall, from time to time execute such documents and do all such acts and things as the other Party may reasonably require to give effect to the sale and purchase and the transactions contemplated herein. (b) Without limiting the generality of Clause 9.10(a) above, the Vendor shall, at the reasonable request of the Purchasers, use commercially reasonable efforts to (i) ensure that the Target Assets are transferred to the Purchasers or its Affiliates (to the extent that such Target Assets have not be transferred by the Completion Date), and (ii) assist with all necessary filings, applications, registrations or other actions with the relevant governmental authorities (as the case may be) in respect of the purchase of the Sale Shares. 9.11 Costs and Expenses (a) Save as otherwise provided herein, each Party shall bear and be responsible for its professional and other costs and expenses incurred in the preparation, negotiation and execution of this Agreement and all other documents in connection with this Agreement, including all other professional and other costs and expenses incurred in relation to the performance of its obligations under this Agreement.
17 (b) The Purchasers shall bear all stamp duty payable in connection with the purchase or sale of the respective Sale Shares. (c) Except for stamp duty which shall be payable in accordance with Clause 9.11(b) above, each Party shall be solely responsible for bearing and settling all taxes and levies that are applicable to its own income generated pursuant to this Agreement. The amount to be borne and paid shall be equivalent to the full amount of such taxes and levies. All payments payable under this Agreement shall be made in full without any deductions, save as otherwise required by applicable laws. In the event that any of the Target Entities are required, in line with applicable laws, to withhold certain taxes and levies in the jurisdiction where they are incorporated or established as a consequence of the equity transfer, the Purchasers shall procure that the Target Entities shall: (i) calculate the amount of withholding taxes and levies accurately, file the necessary tax returns on behalf of the Vendor in a timely manner, and ensure compliance with all relevant tax filing procedures; (ii) promptly furnish the Vendor with official tax receipts or other valid documentary evidence issued by the relevant taxing authority as proof of the payment of the withheld taxes and levies; and (iii) effect the payment of the withheld taxes and levies to the appropriate tax authorities and subsequently seek reimbursement from the Vendor for the amounts so paid within 30 Business Days after the payment is made. 9.12 Illegality (a) If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties. (b) To the extent that it is not possible to delete or modify the provision, in whole or in part, under Clause 9.12(a) then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 9.12(a), not be affected. 9.13 No Purported Variation No purported variation of this Agreement shall be effective unless made in writing, refers specifically to this Agreement and is duly executed by all the Parties. 9.14 Construction As the Parties have participated in the drafting of this Agreement, the Parties agree that any applicable rule requiring the construction of this Agreement or any provision hereof against the Party drafting this Agreement shall not apply. 9.15 Communications (a) Notices To Be In Writing All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered by hand, by courier or by prepaid registered post with recorded delivery, or by electronic mail addressed to the intended recipient thereof at its address or at its email address, and marked for the attention of such person (if any), designated by it to the other Party for the purposes of this Agreement or to such other address or email
18 address, and marked for the attention of such person, as a Party may from time to time duly notify the others in writing. (b) Contact Addresses and Numbers The initial physical and electronic mail addresses and contact person of the Parties for the purpose of this Agreement are specified below: The Vendor Address : 0 Xxxxxx Xxx Xxxxxxxxx, #00-00, Xxxxxx Xxx Xxxxxxxxx Xxxxxx, 000000 Xxxxxxxxx Attention : Legal Department E-mail address : XxxxxXxxxxx@xxxxxx.xxx Lumetech Address : Xx. 00, Xxx Xxxxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxxxxx Xxxx (Xxxxx Xxxx), Xxxxxxx 000000, Xxxxx Attention : Xxxxx Xxxx, Xxxx Xxx, Xxx Xxx E-mail address : xxxxxxx@xxxxx.xxx; xxxx.xxx@xxx.xxx; xxxxxx@xxxxx.xxx TCL Sunpower Address : 0 Xxxxxxx Xxxx, #00-00, Xxxxxxxxx 00000 Attention : Xxxx Xxxx E-mail address : xxxxxxx.xxx@xxxxx.xxx (c) Deemed Delivery Date Any such notice, demand or communication shall be deemed to have been duly served: (i) in the case of delivery by hand or by courier, when delivered; (ii) in the case of electronic mail, at the time of transmission provided that the sender does not receive any indication that the electronic mail message has not been successfully transmitted to the intended recipient or has been delayed; and (iii) in the case of post, on the second Business Day after the date of posting (if sent by local mail) and on the seventh Business Day after the date of posting (if sent by air mail), provided that in each case where delivery by hand, by courier or by fax occurs on a day which is not a Business Day or after 6.00 p.m. on a Business Day, service shall be deemed to occur at 9.00 a.m. on the next following Business Day and in proving service, it shall be sufficient to show that personal delivery was made or that the envelope containing such notice was properly addressed, and duly stamped and posted or that the facsimile transmission was properly addressed and despatched.
20 SCHEDULE 1 PARTICULARS OF THE TARGET GROUP Part A Target Entities Part 1 – Held by the Vendor as transferor of the following Sale Shares 1. SunPower Energy Solutions France SAS Place of Incorporation : France Issued and Fully Paid-up Share Capital : EUR 4,479,000 Registered Shareholder(s) and Number of Shares (Percentage shareholding) : Maxeon Solar Technologies, Ltd., 1,493,000 shares (100%) President : Xxxxxxx Xxxxxxx Part 2 – Held by SPBH and SP SARL as transferors of the following Sale Shares 2. SunPower Malta Limited Place of Incorporation : Malta Issued and Fully Paid-up Share Capital : EUR 2,000 Registered Shareholder(s) and Number of Shares (Percentage shareholding) : SunPower Bermuda Holdings, 1,998 ordinary shares (99.9%) SunPower Systems Sarl, 2 ordinary shares (0.1%) Directors : Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Part 3 – Held by SP SARL as transferor of the following Sale Shares 3. SunPower Italia S.R.L. Place of Incorporation : Italy Issued and Fully Paid-up Corporate Capital : EUR 100,000 Registered Quotaholder(s) and Percentage quotaholding : SunPower Systems Sarl (100%) Directors : Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Xxxxx Xxxxxxx 4. SunPower Netherlands B.V. Place of Incorporation : Netherlands Issued and Fully Paid-up Share Capital : EUR 100 Registered Shareholder(s) and Number of Shares (Percentage shareholding) : SunPower Systems Sarl, 100 shares (100%) Directors : Xxxxxxxx Xxxxxxx Xxxxxx Xxxxxx
26 10. Sgula (East) Green Energies Ltd Place of Incorporation : Israel Issued and Fully Paid-up Share Capital : NIS 10,000,000 Registered Shareholder(s) and Number of Shares (Percentage shareholding) : SunPower Malta Limited, 100 shares (100%) Directors : Nil
27 SCHEDULE 2 CONDITIONS PRECEDENT Completion of the sale and purchase of the Sale Shares is conditional upon the following conditions being satisfied or waived in accordance with Clause 4.2 of this Agreement: (a) The Purchasers have obtained the necessary corporate approvals required by applicable law in accordance with the requirements for the Purchasers' purchase of, inter alia, the Sale Shares. (b) The approvals of the (i) board of directors, (ii) independent directors, and (iii) the audit committee of the Vendor having been obtained for the sale of the Sale Shares. (c) Any necessary consents under and amendments required to the terms of the Vendor's outstanding (i) 9.00% Convertible First Lien Senior Secured Notes due 2029, and (ii) Variable- Rate Convertible First Lien Senior Secured Notes due 2029 having been obtained or (in the case of amendments to their terms) made for the Vendor's sale of the Sale Shares and all encumbrances on Sale Shares, Target Assets and Trademarks having been removed or discharged except for (A) the Encumbrances (if any) on the Target Assets being novated pursuant to the Novation Agreements, and (B) the Encumbrances (if any) on the Trademarks being assigned pursuant to the Trademark Assignment Agreement. (d) The issue of the final fairness opinion from Deloitte & Touche Financial Advisory Services Pte. Ltd. confirming that the terms of the transactions contemplated under the Transaction Documents are fair from a financial perspective. (e) Completion of the transactions contemplated under the Asset Transfer Agreement in accordance with its terms. (f) All such approvals, consents, licences, permits, waivers and exemptions (collectively, "Approvals") for the sale and purchase of the Sale Shares, the Completion and the transactions contemplated under this Agreement (including the transactions contemplated under the Asset Transfer Agreement and the Transitional Services Agreement) being granted by third parties including all legislative, executive, regulatory, judicial or other authorities in Singapore, the United States of America and any other jurisdiction applicable to the Purchasers, the Vendor and/or the Target Group (as the case may be) and where any such Approval is subject to conditions, such conditions being acceptable to the Purchasers or the Vendor (as the case may be), and if such conditions are required to be fulfilled before Completion, such conditions being fulfilled before Completion, and such Approvals remaining in full force and effect. For the avoidance of doubt, such Approvals applicable to, and shall be obtained by, the Purchasers are the approval(s) from and/or requisite filing(s) with the relevant governmental authority in the People's Republic of China, being the National Development and Reform Commission (NDRC) and/or the Ministry of Commerce (MOFCOM), in respect of the purchase of the Sale Shares. (g) The Transitional Services Agreement having been duly executed by all parties thereto and to take effect from the Completion Date. (h) The Trademark Assignment Agreement having been duly executed by all parties thereto and to take effect from the Completion Date. (i) The Purchasers having obtained ODI Approval for the payment of the Consideration. (j) The definitive "opinion" (avis) of the works council (CSE) of SP France is obtained and is consistent with the terms and conditions herein. (k) The Singapore law deeds of partial release in respect of collateral over the relevant Sale Shares, the Target Assets and the Trademarks created in connection with the Vendor's out-standing (i) 9.00% Convertible First Lien Senior Secured Notes due 2029, (ii) Variable-Rate Convertible First Lien Senior Secured Notes due 2029, and (iii) Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028 having been duly executed by all parties thereto.
28 (l) The obligation to repay the Net Intercompany Debt having been novated from the Vendor Group to the Purchasers to take effect from the Completion Date.
30 (c) in respect of the transfer of the relevant Sale Shares of KEML by SP SARL, the obligations set out in Part C of Schedule 4; (d) in respect of the transfer of the relevant Sale Shares of PPML by SP SARL, the obligations set out in Part D of Schedule 4; (e) in respect of the transfer of the relevant Sale Shares of SP Italy by SP SARL, the obligations set out in Part E of Schedule 4; (f) in respect of the transfer of the relevant Sale Shares of SunPower GmbH by SP SARL, the obligations set out in Part F of Schedule 4; (g) in respect of the transfer of the relevant Sale Shares of SunPower Netherlands B.V. by SP SARL, the obligations set out in Part G of Schedule 4; (h) in respect of the transfer of the relevant Sale Shares of SP Spain by SP SARL, the obligations set out in Part H of Schedule 4; (i) in respect of the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL by SP SARL, the obligations set out in Part I of Schedule 4; (j) in respect of the transfer of the relevant Sale Shares of SPC Australia by SP SARL, the obligations set out in Part J of Schedule 4; (k) in respect of the transfer of the relevant Sale Shares of SunPower Corporation SpA by SP SARL, the obligations set out in Part K of Schedule 4; (l) in respect of the transfer of the relevant Sale Shares of SunPower Energy Systems Korea by SP SARL, the obligations set out in Part L of Schedule 4; (m) in respect of the transfer of the relevant Sale Shares of Maxeon Japan K.K. by SP SARL, the obligations set out in Part M of Schedule 4; (n) in respect of the transfer of the relevant Sale Shares of Maxeon Solar Products Mexico S. de X.X.xx, C.V. by SP SARL and Maxeon Rooster, the obligations set out in Part N of Schedule 4; and (o) in respect of the transfer of the relevant Sale Shares of Maxeon Solar Systems Mexico X.xx X.X. de C.V. by SP SARL and Maxeon Rooster, the obligations set out in Part O of Schedule 4.
31 SCHEDULE 4 SPECIFIC COMPLETION OBLIGATIONS In this Schedule 4, a reference to "the Purchaser" is a reference to the relevant Purchaser(s) purchasing the relevant Sale Shares. Part A Transfer of Sale Shares of SP France 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following: (a) the duly executed Cerfa 2759 form to register the sale with the relevant tax authorities; (b) a movement order in order to register the sale in the share transfer register; and (c) a certificate of release of pledge. Part B Transfer of Sale Shares of SPML 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following: (a) duly executed share transfer forms between SPBH and SP SARL (as transferors) and the Purchaser (as transferee) in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser; (b) a certified copy of an updated register of members of SPML representing the transfer of the relevant Sale Shares in SPML to the Purchaser; (c) a copy of a resolution in writing of all the directors of SPML immediately prior to Completion Date (certified by an officer of SPML) approving with effect from and subject to Completion: (i) the transfer of the relevant Sale Shares by SPBH and SP SARL in SPML to the Purchaser; (ii) instructions to the company secretary of SPML to record the Purchaser as the holder of the relevant Sale Shares in SPML's register of members by updating the same; (iii) the updating of the SPML's register of members in order to reflect the transfer of the relevant Sale Shares in SPML in favour of the Purchaser; (iv) the issuance of share certificates to the Purchaser pursuant to the transfer of the relevant Sale Shares in SPML; (v) authorisation and instruction to the company secretary of SPML to proceed with the necessary filings with the Malta Business Registry to give effect to all of the relevant corporate changes pursuant to the transfer of the relevant Sale Shares in SPML to the Purchaser; (vi) the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in SPML and the filing thereof with the Malta Business Registry; and (vii) any documents to be entered into by SPML and the transactions contemplated therein and authorising SPML's authorised representative for the purpose of the valid execution of such documents to be entered into by SPML;
32 (d) a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SPML; (e) a duly executed waiver by SP SARL and SPBH of any and all pre-emption rights which they may each be entitled to exercise in terms of the constitutive documents of SPML and Maltese law in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser; (f) to the extent issued, share certificates in respect of the relevant Sale Shares in SPML, for onward forwarding by the Purchaser to SPML for cancellation by SPML (or indemnities in respect of any lost certificates); (g) a duly executed statutory Form T signed by an officer of SPML reflecting the transactions contemplated in terms of this Agreement; (h) the shareholders' registers, the register of the resolutions of the shareholders, the register of the resolutions of the board of directors of SPML and all other books and records of SPML and the relevant Subsidiaries of SPML; and (i) an original (in triplicate) of the duly completed and signed schedules E notifying an exemption from capital gains tax in Malta together with the supporting auditor's certification (together the "Capital Gains Schedules"), and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares to the Purchaser. 2. On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in SPML to the Purchaser. Part C Transfer of Sale Shares of KEML 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser, the following: (a) duly executed share transfer forms between SP SARL and the Purchaser in respect of the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser; (b) a certified copy of an updated register of members of KEML representing the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser; (c) a duly executed waiver of any pre-emption rights which SPML may be entitled to exercise in terms of the relevant constitutive documents of KEML and Maltese law in respect of the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser; (d) a copy of a resolution in writing of the liquidator in respect of KEML immediately prior to Completion Date approving with effect from and subject to Completion the transfer of the relevant Sale Shares held by SP SARL in KEML to the Purchaser and the entry of the Purchaser as the holder of such shares in the share register of KEML, the issuance of share certificate(s) to the Purchaser and the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in KEML and the filing thereof with the Malta Business Registry; (e) to the extent issued, share certificates in respect of the relevant Sale Shares held by SP SARL in KEML for onward forwarding by the Purchaser to KEML for cancellation by KEML (or indemnities in respect of any lost certificates);
33 (f) a duly executed statutory Form T signed by the liquidator of KEML reflecting the transactions contemplated in terms of this Agreement; (g) an original (in triplicate) of the duly completed and signed Capital Gains Schedules, and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares in KEML to the Purchaser; and (h) a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in KEML. 2. On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in KEML to the Purchaser. Part D Transfer of Sale Shares of PPML 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser, the following: (a) duly executed share transfer forms between SP SARL and the Purchaser in respect of the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser; (b) a certified copy of an updated register of members of PPML representing the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser; (c) a duly executed waiver of any pre-emption rights which SPML may be entitled to exercise in terms of the relevant constitutive documents of PPML and Maltese law in respect of the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser; (d) a copy of a resolution in writing of the liquidator in respect of PPML immediately prior to Completion Date approving with effect from and subject to Completion the transfer of the relevant Sale Shares held by SP SARL in PPML to the Purchaser and the entry of the Purchaser as the holder of such shares in the share register of PPML, the issuance of share certificate(s) to the Purchaser and the execution of any relevant statutory forms relating to the transfer of the relevant Sale Shares in PPML and the filing thereof with the Malta Business Registry; (e) to the extent issued, share certificates in respect of the relevant Sale Shares held by SP SARL in PPML for onward forwarding by the Purchaser to PPML for cancellation by PPML (or indemnities in respect of any lost certificates); (f) a duly executed statutory Form T signed by the liquidator of PPML reflecting the transactions contemplated in terms of this Agreement; (g) an original (in triplicate) of the duly completed and signed Capital Gains Schedules, and any other instruments, agreements, certificates, statutory forms as may be applicable in respect of the transfer of relevant Sale Shares in PPML to the Purchaser; and (h) a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in PPML. 2. On Completion, the Purchaser shall deliver, and shall procure that there be delivered, to the Vendor, duly executed share transfer forms in respect of the transfer of the relevant Sale Shares in PPML to the Purchaser.
35 the Purchaser to reflect the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL to the Purchaser. Part J Transfer of Sale Shares of SPC Australia 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following: (a) an instrument of transfer of the relevant Sale Shares in SPC Australia in favour of the Purchaser as transferee duly executed by the SP SARL as transferor; (b) the original share certificate(s) for the relevant Sale Shares in SPC Australia, or if lost, a declaration to that effect under the Australian Corporations Act 2001 (Cth); (c) details of the Australian Securities and Investments Commission ("ASIC") corporate key of SPC Australia; (d) a signed copy of the minutes of a meeting or a written resolution of the directors of SPC Australia which resolves, subject to Completion occurring: (i) to approve the registration of the transfer described in paragraph (a) above, subject to the payment by the Purchaser of any stamp duty payable on or in connection with the transfer; (ii) to approve the entry of the Purchaser as the holder of the relevant Sale Shares in SPC Australia's register of members upon registration of the transfer; and (iii) to approve and direct the lodgement of a Form 484 recording the above matters with ASIC within 28 days of Completion; and (e) a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SPC Australia. Part K Transfer of Sale Shares of SunPower Corporation SpA 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Corporation SpA. Part L Transfer of Sale Shares of SunPower Energy Systems Korea 1. On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following: (a) a certified copy of the written resolution of the unitholder meeting of SunPower Energy Systems Korea authorising (i) the approval of the transfer of the relevant Sale Shares in SunPower Energy Systems Korea to the Purchaser, and (ii) the amendment of the articles of incorporation of SunPower Energy Systems Korea to designate the Purchaser (or an entity designated by the Purchaser) as the sole unitholder of SunPower Energy Systems Korea; (b) a copy of the circular resolutions of the managing officers or representatives of SP SARL approving the transfer of the relevant Sale Shares in SunPower Energy Systems Korea; and
37 SCHEDULE 5 POST-COMPLETION UNDERTAKINGS Part A Transfer of Sale Shares of SP France 1. The Purchaser shall register the transfer of the relevant Sale Shares of SP France with the relevant tax authorities. Part B Transfer of Sale Shares of SPML 1. The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in SPML, including the conversion of SPML to a single member private exempt company to the extent that all the shares in SPML (i.e those held by SPBH and SP SARL) will be acquired by the same person. Part C Transfer of Sale Shares of KEML 1. The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in KEML. Part D Transfer of Sale Shares of PPML 1. The Purchaser to undertake to make the necessary filings at the Malta Business Registry to notify the transfer of the relevant Sale Shares in PPML. Part E Transfer of Sale Shares of SP Italy 1. The Vendor and the Purchaser shall execute before the Italian Notary a notarised deed of transfer of the relevant Sale Shares of SP Italy, free of any Encumbrances, in the form that will be agreed in good faith by Parties (the "Italian Deed of Transfer") acknowledging the payment of the relevant portion of the Consideration paid by the Purchaser. Part F Transfer of Sale Shares of SunPower GmbH 1. The Vendor and the Purchaser shall execute the share transfer agreement between SP SARL as the "Transferor" and the Purchaser as the "Transferee" regarding all shares in SunPower GmbH and cause the share transfer agreement to be notarised. Part G Transfer of Sale Shares of SunPower Netherlands B.V. 1. The Purchaser shall procure the delivery to the Dutch Notary of (i) a complete and up-to-date copy of the original shareholders' register of SunPower Netherlands B.V., and (ii) duly executed and legalised (to the satisfaction of the Dutch Notary) powers of attorney (as prepared by the Dutch Notary) entitling the Dutch Notary to execute the Dutch Deed of Transfer on behalf of the Purchaser, SP SARL and SunPower Netherlands B.V., and any required know-your-customer documents. 2. The Purchaser shall procure the delivery to the Dutch Notary of the duly executed and, if required, legalised data cards of the ultimate beneficial owner(s) of SunPower Netherlands B.V., in order for the Dutch Notary to update the relevant registers with the Dutch Chamber of Commerce.
38 3. The Purchaser shall procure the Dutch Notary to execute the Dutch Deed of Transfer, it being understood that the completion of the transfer of the relevant Sale Shares of SunPower Netherlands B.V. shall occur at the Amsterdam offices of the Dutch Notary. Part H Transfer of Sale Shares of Power Energy Systems Spain S.L.U. 1. SP SARL and the Purchaser shall attend the Spanish Notary’s office to execute in his/her presence a public deed (escritura pública) (the "Spanish Deed of Transfer") pursuant to which: (a) SP SARL shall sell and transfer, and the Purchaser shall buy and acquire, the shares representing the entire share capital of SP Spain in consideration for an amount equal to the part of the Consideration allocated to SP Spain; and (b) SP SARL and the Purchaser shall acknowledge and agree that all provisions addressing liability of a seller with respect to obligations under purchase and sale or other agreements set forth in the Spanish Civil Code and in the Spanish Commercial Code (including, but not limited to, the rights and remedies available to a purchaser in the event of dispossession of title (evicción), hidden defects (vicios ocultos or an aliud pro alio) shall be replaced in their entirety by the rights and remedies contemplated in this Agreement. 2. The Vendor shall cause SP SARL to deliver to the Spanish Notary: (i) an official copy of the title deed of ownership over the shares in SP Spain sent through the notarial communication system SIGNO, and (ii) the relevant D-1B form so as to file the corresponding foreign divestment with the Spanish General Directorate for Trade and Investment (Dirección General de Comercio Internacional e Inversiones). 3. The Purchaser shall deliver to the Spanish Notary the relevant D-1A form so as to file the corresponding foreign investment with the Spanish General Directorate for Trade and Investment (Dirección General de Comercio Internacional e Inversiones). 4. The Purchaser shall cause SP Spain to: (a) record the transfer of the shares in the share registry book (libro registro de socios); (b) declare the Purchaser as the new sole shareholder of SP Spain in public deed before the Spanish Notary for its subsequent filing for registration with the Spanish commercial registry; and (c) execute a public deed before the Spanish Notary identifying the new ultimate beneficial owner (acta de titularidad real) of SP Spain. Part I Transfer of Sale Shares of SunPower Systems Belgium SRL 1. The Purchaser shall update the ultimate beneficial owner register to reflect the transfer of the relevant Sale Shares of SunPower Systems Belgium SRL to the Purchaser. Part J Transfer of Sale Shares of SPC Australia 1. The Purchaser shall submit Form 484 recording the transfer of the relevant Sale Shares in SPC Australia in favour of the Purchaser with ASIC within 28 days of Completion.
40 3. The Purchaser shall issue the corporate books of Maxeon Solar Systems Mexico S. de X.X.xx, C.V. in accordance with applicable Mexican laws and ensure that such corporate books are updated to accurately reflect the transfer of partnership interest and applicable resolutions that result from this Agreement. 4. The Purchaser shall submit a quarterly report to the National Registry of Foreign Investments of Mexico as necessary according to applicable law as a result of this Agreement. 5. The Purchaser shall notify the competent Mexican tax authorities of the change of partners of Maxeon Solar Systems Mexico S. de X.X.xx, C.V.
41 SCHEDULE 6 VENDOR WARRANTIES [*****]
42 SCHEDULE 7 PURCHASERS WARRANTIES [*****]
SCHEDULE 8 LIMITATION OF THE VENDOR'S LIABILITIES [*****]
SCHEDULE 9 FORM OF NOVATION AGREEMENT Date: [●date] To: [●name of counterparty] [●address of counterparty] Dear Sir/Madam RESTRUCTURING OF MAXEON SOLAR TECHNOLOGIES, LTD. – NOVATION OF AGREEMENT 1. We write to inform you that we are undergoing a restructuring exercise pursuant to which, [●name of Transferor] (the "Transferor") will transfer to [●name of Transferee] (the "Transferee") certain businesses and assets (the "Restructuring"). The Transferor and the Transferee are subsidiaries of Maxeon Solar Technologies, Ltd. ("MSTL") 2. For your information, the Restructuring is undertaken in connection with the sale and purchase agreement dated 2025 ("SPA") entered into between MSTL, Lumetech B.V., a company incorporated in the Netherlands ("Lumetech") and TCL Sunpower International Pte. Ltd., a company incorporated in Singapore ("TCL Sunpower" and together with Lumetech, the "Purchasers"), pursuant to which the Purchaser(s) will acquire the entire issued and paid-up capital of the Transferee ("Proposed Transfer"). Following the Proposed Transfer, the Transferee will be a wholly owned subsidiary of the Purchaser(s), which is in turn a wholly owned subsidiary of TCL Zhonghuan Renewable Energy Technology Co Ltd, the controlling shareholder of which is TCL Technology Group Corporation (SZSE: 000100) (xxx.xxx.xxx). Both TCL Zhonghuan Renewable Energy Technology Co Ltd and TCL Technology Group Corporation are companies listed on the Shenzhen Stock Exchange (SZSE). 3. In connection with the Restructuring, the Transferor intends to novate, with effect from the Effective Date (as defined below), the following agreement ("Novated Agreement") and all rights, interests, benefits, duties and obligations thereunder to the Transferee: No. Description of Agreement Date of Agreement 1 [●] [●] (collectively referred to as the "Novation of Agreement"). 4. The Novation of Agreement will be effective the date of completion of the SPA ("Effective Date"). For your information, we are working with the Purchasers towards a completion date by the end of the first quarter of 2025 provided that the conditions under the SPA are fulfilled, and will update you once the completion of the transactions under the SPA has occurred. 5. We wish to highlight that the Novation of Agreement and Proposed Transfer will not cause any interruption in our business dealings and will not impact our ongoing cooperation. 6. In order for the Transferor to effect the transfer and/or novation of the Novated Agreement to the Transferee, with minimum inconvenience to you, we kindly ask you to consent to the proposed novation of the Novated Agreement to the Transferee with effect from the Effective Date by sending us via email, a scanned copy of the document in the Annex with your executed signature page and delivering the original signed document to our office at your earliest convenience. 7. We thank you for your continued trust and support in facilitating a smooth transition of the Novated Agreement to the Transferee and we look forward to continuing working together in the future. (Execution page follows)
45 Yours sincerely, Name: Designation: for and on behalf of [●TRANSFEROR] Name: Designation: for and on behalf of [●TRANSFEREE]
46 ANNEX THIS NOVATION AGREEMENT is made on the day of 2025 AMONGST: (1) [●NAME OF COUNTERPARTY] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Company"); (2) [●NAME OF TRANSFEROR] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Transferor"); (3) [●NAME OF TRANSFEREE] (Company Registration No. [●]), a company incorporated under the laws of [●] and whose principal place of business is at [●] ("Transferee"), (collectively, the "Parties" and each, a "Party"). WHEREAS: (A) The Company and the Transferor had entered into the following agreement (the "Novated Agreement"): No. Description of Agreement Date of Agreement 1 [●] [●] (B) Pursuant to a restructuring exercise (the "Restructuring"), the Transferor wishes to novate, with effect from the Effective Date (as defined below), the Novated Agreement and all rights, interests, benefits, duties and obligations thereunder to the Transferee. (C) The Restructuring is undertaken in connection with the sale and purchase agreement dated 2025 entered into between MSTL, Lumetech B.V., a company incorporated in the Netherlands ("Lumetech") and TCL Sunpower International Pte. Ltd., a company incorporated in Singapore ("TCL Sunpower" and together with Lumetech, the "Purchasers"), pursuant to which the Purchaser(s) will acquire the entire issued and paid-up capital of the Transferee ("Proposed Transfer"). Following the Proposed Transfer, the Transferee will be a wholly owned subsidiary of the Purchaser(s), which is in turn a wholly owned subsidiary of TCL Zhonghuan Renewable Energy Technology Co Ltd, the controlling shareholder of which is TCL Technology Group Corporation (SZSE: 000100) (xxx.xxx.xxx). Both TCL Zhonghuan Renewable Energy Technology Co Ltd and TCL Technology Group Corporation are companies listed on the Shenzhen Stock Exchange (SZSE). (D) The Parties agree to enter into this Agreement for the novation of the Novated Agreement, subject to and upon the terms of this Agreement. IT IS AGREED as follows: 1. Definitions. All capitalised terms not otherwise defined in this Agreement shall bear the meanings given to them in the Novated Agreement, unless the context otherwise requires. 2. Novation. In consideration of the mutual covenants of each of the Company, Transferor and Transferee, with effect from [●] 2025 ("Effective Date") the Parties agree that: (a) the Transferee shall be substituted as a party to the Novated Agreement and be bound by the Novated Agreement in all respects as if it were named therein as a party instead of the Transferor and the Transferee is entitled to all of the Transferor's rights, title, benefits and interests in and to the Novated Agreement as from the Effective Date; (b) the Transferee shall perform and discharge all duties and obligations whatsoever from time to time to be performed or discharged by the Transferor under or by virtue of the Novated Agreement, as from the Effective Date, in all respects as if the Transferee
49 SCHEDULE 10 FORM OF ASSET TRANSFER AGREEMENT [*****]
SCHEDULE 1 DETAILS OF TRANSFER [*****]
51 SCHEDULE 2 RELEVANT ASSETS [*****]
52 SCHEDULE 3 RELEVANT CONTRACTS [*****]
53 SCHEDULE 4 RELEVANT LIABILITIES [*****]
SCHEDULE 11 FORM OF TRANSITIONAL SERVICES AGREEMENT [*****]
EXHIBIT A-1 PURCHASER SERVICES The aggregate amount for Purchaser Services set out in in this Exhibit A-1 as of the date of this Agreement is estimated to be $ . Notwithstanding such estimated aggregate amount, amounts payable to Purchaser (or its designated Affiliates) as Service Provider for the Purchaser Services shall be invoiced and payable in accordance with Clause 5.2 of this Agreement. [*****]
EXHIBIT A-2 VENDOR SERVICES The aggregate amount for Vendor Services set out in in this Exhibit A-2 as of the date of this Agreement is estimated to be $ . Notwithstanding such estimated aggregate amount, amounts payable to Vendor Affiliate as Service Provider for the Vendor Services shall be invoiced and payable in accordance with Clause 5.2 of this Agreement. [*****]
[*****]
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SCHEDULE 12 SEQUENCE OF PAYMENTS [*****]
SCHEDULE 13 LIST OF RELEVANT EMPLOYEES [*****]
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SCHEDULE 14 KNOWN PROCEEDINGS [*****]
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66 SCHEDULE 15 CONSIDERATION BREAKDOWN [*****]
67 SCHEDULE 16 FORM OF CHILEAN SHARE TRANSFER AGREEMENT TRASPASO DE ACCIONES Señor representante legal de SunPower Corporation SpA, RUT 00.000.000-0, domiciliada en [●], comuna de [●] (la “Sociedad”), sírvase Ud. anotar en el registro de accionistas correspondiente, el traspaso de 1.000 acciones de la Sociedad, de propiedad de SunPower Systems SARL, las cuales se enajenan, en virtud de este instrumento, a TCL Sunpower International Pte. Ltd. (el “Comprador”), quien suscribe debidamente representado por [●], a un precio total de USD [●], el cual ha sido pagado por el Comprador a satisfacción del Vendedor bajo el contrato de compraventa de acciones sujeto a ley de Singapur denominado “Sale and Purchase Agrement” suscrito entre Maxeon Solar Technologies, Ltd. y TCL Sunpower International Pte. Ltd., según se da cuenta a continuación: VENDEDOR Nombre del vendedor: SunPower Systems SARL Firma representante vendedor RUT: 00.000.000-0 Representante: [●] RUT: [●] Xxxxxxxxx: [●] Testigo N°1 Testigo N°2 Nombre: [●] Nombre: [●] RUT: [●] RUT: [●] Domicilio: [●] Domicilio: [●] Firma: Firma: Xxxxxxxx de Chile, a [●] COMPRADOR Nombre del comprador: TCL Sunpower International Pte. Ltd. RUT: [●] Por el presente acepto el traspaso precedente y asimismo declaro que conozco y acepto la normativa legal que regula este tipo de sociedades, los estatutos de SunPower Corporation SpA y las protecciones que existen en el mismo respecto de los intereses de los accionistas. Representante: [●] Firma representante comprador RUT: [●] Xxxxxxxxx: [●] Testigo N°1 Testigo N°2 Nombre: [●] Nombre: [●] RUT: [●] RUT: [●] Xxxxxxxxx: [●] Xxxxxxxxx: [●] Firma: Firma: Xxxxxxxx de Chile, a [●]. El adquirente o comprador solicita que la Sociedad no emita el título correspondiente a las acciones adquiridas, sin perjuicio de la inscripción del traspaso correspondiente, y del derecho a solicitar el título cuando lo considere oportuno.
Execution page to Sale and Purchase Agreement IN WITNESS WHEREOF this Agreement has been entered into by the Parties on the date stated at the beginning. THE VENDOR SIGNED by Name Designation Signature for and on behalf of MAXEON SOLAR TECHNOLOGIES, LTD. in the presence of: Signature of Witness Name of Witness: Address: Xxxxxx Xxx Chief Executive Officer /s/ Xxxxxx Xxx /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx 00 Xxx Xxxxxx Xxx Xxxx, XX 00000
Execution page to Sale and Purchase Agreement LUMETECH SIGNED by Name Designation Signature for and on behalf of LUMETECH B.V. in the presence of: Signature of Witness Name of Witness: Address: Xxxx Bin Xxxx X X Xxxx Director Director /s/ Xxxx Xxx /s/ Xxxx X X Xxxx /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx Xx, Lanzhou St. Tianjin China
Execution page to Sale and Purchase Agreement TCL SUNPOWER SIGNED by Name Designation Signature for and on behalf of TCL SUNPOWER INTERNATIONAL PTE. LTD. in the presence of: Signature of Witness Name of Witness: Address: Xxxx Xxx Director /s/ Xxxx Xxx /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx Xx, Lanzhou St. Tianjin China