0001193125-11-165803 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • June 15th, 2011 • Sunpower Corp • Semiconductors & related devices • Delaware

Amendment No. 2, dated as of June 14, 2011 (this “Amendment”), to the Rights Agreement, dated as of August 12, 2008, as amended on April 28, 2011 (the “Rights Agreement”), by and between SunPower Corporation (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.

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