0001193125-11-119970 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • May 2nd, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware

WHEREAS, the Company intends to enter into a Tender Offer Agreement, dated as of April 28, 2011 (as it may be amended or supplemented from time to time, the “Tender Offer Agreement”), by and among Total Gas & Power USA, SAS, a société par actions simplifiée organized under the laws of the Republic of France, and the Company;

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GUARANTY
Guaranty • May 2nd, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware

This GUARANTY (the “Guaranty”), dated April 28, 2011, is between Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”), and SunPower Corporation, a Delaware corporation (the “Company”).

GUARANTY
Guaranty • May 2nd, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware

This GUARANTY (the “Guaranty”), dated April 28, 2011, is between Total S.A., a société anonyme organized under the laws of the Republic of France (the “Guarantor”), and SunPower Corporation, a Delaware corporation (the “Company”).

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