SunPower CorporationTotal S.A. • December 9th, 2015 • Crude petroleum & natural gas • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2015 • Total S.A. • Crude petroleum & natural gas
Each of the undersigned hereby agrees that this statement on Schedule 13D is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
Senior Convertible Debentures due 2023 Ladies and Gentlemen:Letter Agreement • December 9th, 2015 • Total S.A. • Crude petroleum & natural gas
We refer to the purchase agreement expected to be entered into on or around December 9, 2015 (the “Purchase Agreement”) between SunPower Corporation (the “Company”) and Goldman, Sachs & Co., as Representative of the several Initial Purchasers to be named therein (the “Initial Purchasers”), with respect to the Senior Convertible Debentures due 2023 (the “Securities”) proposed to be sold by the Company thereunder to the Initial Purchasers and issued pursuant to an indenture (the “Indenture”) to be entered into between the Company and Wells Fargo Bank National Association, as trustee. This letter agreement (the “Letter Agreement”), when agreed to and accepted by Goldman, Sachs & Co., will evidence the agreement between the Initial Purchasers and Total Energies Nouvelles Activités USA, a société par actions simplifiée organized under the laws of the Republic of France (the “Acquiring Party”), regarding the commitment (the “Commitment”) by the Acquiring Party to purchase Securities from the
