SUNPOWER CORPORATIONUnderwriting Agreement • February 8th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
SHARE LENDING AGREEMENT Dated as of February 2, 2007 Among SUNPOWER CORPORATION (“Lender”), and LEHMAN BROTHERS INTERNATIONAL (EUROPE) LIMITED (“Borrower”), through LEHMAN BROTHERS INC., as agent for Borrower (“Borrowing Agent”), andShare Lending Agreement • February 8th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
LEHMAN BROTHERS INC., in its capacity as Collateral Agent (as hereinafter defined). This Agreement sets forth the terms and conditions under which Borrower may borrow from Lender shares of Common Stock.
2,947,132 Shares SUNPOWER CORPORATION Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
AMENDMENT AND WAIVERAmendment and Waiver • February 8th, 2007 • Sunpower Corp • Semiconductors & related devices • New York
WHEREAS, the Borrower has entered into that certain Agreement and Plan of Merger, dated as of November 15, 2006 (as amended by (i) that certain First Amendment to Agreement and Plan of Merger, dated as of December 21, 2006 and (ii) that certain side letter agreement dated as of January 10, 2007), by and among Borrower, Pluto Acquisition Company LLC (to be renamed PowerLight LLC in connection with the Merger described below) (the “Merger Sub”), PowerLight Corporation (the “Target”) and Thomas L. Dinwoodie, as shareholders’ representative (the “Merger Agreement”), pursuant to which the Target merged into the Merger Sub with the Merger Sub continuing as the surviving company (the “Merger”);
