MAXN Maxeon Solar Technologies Ltd

Exhibit 7.18

CLAUSE			PAGE
1.	DEFINITIONS AND INTERPRETATION		1
2.	SALE OF THE SALE SHARES		4
3.	CONSIDERATION		4
4.	CONDITIONS		6
5.	COMPLETION		6
6.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS		7
7.	POST-COMPLETION UNDERTAKINGS		9
8.	CONFIDENTIALITY		10
9.	MISCELLANEOUS		12
SCHEDULE 1		PARTICULARS OF THE GROUP COMPANIES	16
SCHEDULE 2		CONDITIONS PRECEDENT	18
SCHEDULE 3		COMPLETION OBLIGATIONS	20
SCHEDULE 4		VENDOR WARRANTIES	22
SCHEDULE 5		PURCHASER WARRANTIES	23
SCHEDULE 6		LIMITATION OF THE VENDOR'S LIABILITIES	24
SCHEDULE 7		SEQUENCE OF PAYMENTS	25

(1)	SUNPOWER TECHNOLOGY LTD (Company Registration No. 125925), an exempted company incorporated in the Cayman Islands and having its registered office at One Nexus Way, Camana Bay, George Town, Grand Cayman, KY1-9005, Cayman Islands (the "Vendor");

(2)	LUMETECH PTE. LTD. (Company Registration No. 202338705C), a company incorporated in Singapore and having its registered office at 6 Raffles Quay, #14-02, Singapore 048580 (the "Purchaser"); and

(3)	SUNPOWER PHILIPPINES MANUCTURING LTD (Company Registration Number CR-125924), an exempted company incorporated in in the Cayman Islands and having its registered office at One Nexus Way, Camana Bay, George Town, Grand Cayman KY1-9005, Cayman Islands (the "Company"),

(A)	The Company is a private exempted company limited by shares incorporated in the Cayman Islands. The Company is an indirect wholly owned subsidiary of Maxeon Solar Technologies, Ltd. ("MSTL"), a company incorporated in Singapore whose shares are listed and quoted on the NASDAQ Global Select Market.

(B)	As at the date of this Agreement, the Company legally and beneficially owns approximately 39.99% of the issued share capital of SMPL Land Inc. ("SPML Land"), a company incorporated in the Philippines.

(C)	The Purchaser has agreed to purchase, and the Vendor has agreed to sell, the Sale Shares (as hereinafter defined) upon the terms and subject to the conditions set out in this Agreement.

1.	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)

the litigation proceedings in the Philippines involving SunPower Philippines Manufacturing Ltd as claimant and SC Megaworld Construction and Development Corporation as respondent in an appeal before the Supreme Court.

(b)

the litigation proceedings in the Philippines involving SunPower Philippines Manufacturing Ltd as applicant and Manila Electric Company (Meralco) (acting through its non-regulated electricity supplier, Mpower) as respondent before the Philippine’s Energy Regulatory Commission.

1.2	Currencies

1.3	Miscellaneous

(a)

words importing the singular include the plural and vice versa, words importing any gender include every gender and references to time shall mean Singapore time;

(b)

references to a "person" include any company, limited liability partnership, partnership, business trust or unincorporated association (whether or not having separate legal personality) and references to a "company" include any company, corporation or other body corporate, wherever and however incorporated or established;

(c)

clause headings are for convenience of reference only and shall not affect the interpretation of this Agreement; and

(d)

the words "written" and "in writing" include any means of visible reproduction.

2.	SALE OF THE SALE SHARES

3.	CONSIDERATION

3.1	Purchase Consideration

(a)

The aggregate consideration for the sale of the Sale Shares to the Purchaser shall be US$58,600,000 (the "Consideration").

(b)

The Consideration shall be payable in accordance with Schedule 7.

3.2	Method for Payment

3.3	Refund of Deposit Instalment

3.4	Timing of Refund of Deposit Instalment

3.5	Intercompany Balances

(a)

all the Vendor's covenants, liabilities and obligations under and in relation to the Net Intercompany Balances, whether present or future, actual or contingent; and

(b)

all actions, claims and demands under or in connection with the Net Intercompany Balances,

3.6	Target Assets

4.1	Conditions Precedent

4.2	Waiver of Conditions Precedent

(a)

Subject to applicable laws and regulations, the Purchaser may in its sole and absolute discretion waive (in whole or in part) the conditions referred to in paragraph (a) of Schedule 2.

(b)

Subject to applicable laws and regulations, the Vendor may in its sole and absolute discretion waive (in whole or in part) any or all of the conditions referred to in paragraph (b) of Schedule 2.

(c)

Subject to applicable laws and regulations, the Purchaser and Vendor may, upon written agreement, jointly waive (in whole or in part) any or all of the conditions referred to in Schedule 2.

4.3	Satisfaction of Conditions Precedent

(a)

The Purchaser shall procure the expeditious fulfilment of the conditions referred to in paragraphs (a), (d) to (h), and (p) of Schedule 2 insofar as it applies to the Purchaser. The Purchaser shall keep the Vendor fully informed of any development relating to the conditions applicable to it and shall forthwith notify the Vendor upon the fulfilment of all such conditions and furnish to the Vendor documentary evidence to the reasonable satisfaction of the Vendor in respect thereof.

(b)

The Vendor shall procure the expeditious fulfilment of the conditions referred to in paragraphs (b) to (o) of Schedule 2 insofar as it applies to the Vendor. The Vendor shall keep the Purchaser fully informed of any development relating to the conditions applicable to it and shall forthwith notify the Purchaser upon the fulfilment of all such conditions and furnish to the Purchaser documentary evidence to the reasonable satisfaction to the Purchaser in respect thereof.

4.4	Effect of Non-Fulfillment of Conditions Precedent

5.	COMPLETION

5.1	Date and Place

5.2	Obligations on Completion

(a)

On Completion, the Vendor and the Purchaser shall procure that their respective obligations specified in Schedule 3 are fulfilled.

(b)

The Vendor and Purchaser agree that each party shall no later than five (5) Business Days prior to the Completion Date (or such other date as may be agreed in writing between the Vendor and the Purchaser), deliver via email signed but unreleased and undated copies of the Vendor Closing Deliverables and the Purchaser Closing Deliverables respectively to the other Party or their representatives solely for the purpose of inspection. For the avoidance of doubt, each Party may mark their respective Vendor Closing Deliverables or Purchaser Closing Deliverables signature pages with the words "For Inspection Only".

5.3	Right to Terminate

(a)

to elect to terminate this Agreement (other than the Surviving Provisions) as against the other Party, without liability on the part of the terminating Party and Clause 9.5(b) shall apply;

(b)

to effect Completion so far as practicable having regard to the defaults which have occurred;

(c)

to specific performance of this Agreement; or

(d)

to fix a new date for Completion (not being more than 14 days after the Completion Date) in which case the foregoing provisions of this Clause 5.3 shall apply to Completion as so deferred.

6.	REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1	Warranties by the Vendor

(a)

The Vendor represents and warrants to the Purchaser that, save as otherwise expressly provided to the Purchaser in this Agreement, each of the Vendor Warranties is as of the date of this Agreement, true, accurate and not misleading and will be true, accurate and not misleading as at Completion with reference to the facts and circumstances existing on the Completion Date.

(b)

Save for Clause 6.1 and Schedule 4, the Vendor makes no other representation or warranty, express or implied, to the Purchaser in relation to the Company, the Group, the Sale Shares or any matter arising out of or in connection with this Agreement and the Purchaser hereby acknowledges that it has not relied on or been induced by any other representations or warranties made by the Vendor or its agents or representatives for the sale and purchase of the Sale Shares.

(c)

Between the date of this Agreement and the Completion Date, the Vendor shall be permitted to give the Purchaser notice in writing of any event, condition or circumstance which shall have occurred since the date of this Agreement that would cause any of the Vendor Warranties to become untrue or inaccurate or misleading in any respect, that would constitute a violation or breach of any of the Vendor Warranties (the "Disclosure Updates"). No such Disclosure Updates shall be deemed accepted by the Purchaser unless the Purchaser agrees to such Disclosure Updates in writing, and if so accepted by the Purchaser, any Vendor Warranties repeated on the Completion Date will be subject to such Disclosure Updates.

6.2	Warranties by the Purchaser

6.3	Undertakings by the Purchaser

6.4	Undertakings by the Vendor

(a)

Notwithstanding other clauses herein, the Vendor hereby undertakes to the Purchaser that it shall ensure that all Encumbrances on the assets of the Company and Subsidiaries shall be removed, released or discharged within reasonable time after the date hereof, and in particular, all necessary filings, applications, registrations or other actions contemplated by or for furthering the release documents in paragraphs (k) to (o) of Schedule 2 (“Specific Release Documents”) shall be completed within 3 months following the execution of the Specific Release Documents. For the avoidance of doubt, Clause 9.9 shall apply to this Clause 6.4.

(b)

The Vendor undertakes to:

(i)

procure that the Company in its capacity as a 39.99% shareholder, the nominee shareholders of SPML Land nominated by the Company and the director of SPML Land  nominated by the Company to take any actions (including but not limited to voting), to the extent permitted by applicable laws and in accordance with their fiduciary duties, to support or approve, (x) pre-approval of disposal of any part(s) or all the land and building properties of the SPML Land to any third party, provided that such disposal is in the best interests of the SPML Land, (“Pre-Approval”), (y) certain amendment(s) of articles of incorporation and any other governance documents of SPML Land proposed by the Purchaser (“Governance Amendment”), and (z) entering into a shareholder agreement(s) proposed by the Purchaser (“Shareholder Agreement”), with respect to the Company’s or such nominee shareholders’ shares or such sole director’s membership of the board of SPML Land; and

(ii)

use its best efforts, from the date of this Agreement, to engage with a) the shareholders of SPML Land other than the Company and the nominee(s) shareholders appointed by the Company, to the extent permitted by applicable laws, to (x) vote in favor of the Pre-Approval, (y) vote in favor of the Governance Amendment, and (z) enter into the Shareholder Agreement, before 28th February 2025; and b) the Bank of Philippine Islands as the representative of the 59.99% shareholder of SPML Land, to agree to certain amendment(s) of the trust agreement entered into by the Company as the trustor and the Bank of Philippine Islands as the trustee on 30th September 2010 as proposed by the Purchaser before 28th February 2025. It being understood that the Vendor and the Company do not control the actions of the Bank of Philippine Islands or the 59.99% shareholder of SPML Land.

6.5	Limitation of the Vendor’s Liability

7.	POST-COMPLETION UNDERTAKINGS

7.1	Post-Completion Purchaser Undertakings

(a)

for a period of 12 months from the Completion Date, the Purchaser will (i) not sell the Sale Shares to any person for an aggregate consideration or valuation greater than the Consideration; or (ii) if applicable, procure that the Group does not sell any of the assets of the Company or its subsidiaries for a consideration or valuation greater than the market valuation of such assets as set out in the Colliers Report; and

(b)

to the extent not finally determined as at the Completion Date, the Vendor and/or its Affiliates shall have the exclusive right to conduct in good faith all the correspondences, discussions, negotiations, proceedings, litigation and/or legal actions relating to each Known Proceeding, including to commence, pursue, settle, compromise, defend or avoid such dispute and/or appeal (or defend counterclaims), in this connection,

(i)

without limiting the foregoing in any way, the Purchaser shall not and shall procure that the Group shall not take any action relating to the Known Proceedings without the prior consultation with and the prior written consent of the Vendor and/or its Affiliates;

(ii)

the Purchaser shall and shall procure that the Group shall (A) provide full cooperation in good faith as requested by the Vendor and/or its Affiliates in connection with the Known Proceedings, and (B) instruct its representatives to promptly provide to the Vendor and/or its Affiliates all documents, materials, communications, records, notices and/or other information relating to the Known Proceedings; and

(iii)

if any Group Company receives any payment in relation to the Known Proceedings, such Group Company shall hold such amount as trustee for and on behalf of the Vendor and/or its Affiliates and the Purchaser shall procure that the Group Company pay that amount to the Vendor and/or its Affiliates after the final judicial determination of the relevant Known Proceeding.

7.2	Post-Completion Vendor Undertakings

(a)

the Vendor will use best efforts to exercise its reasonable judgement to arrange for the sale of all the Inventory, and the Purchaser shall and shall procure that the Group provide full cooperation in good faith as requested by the Vendor in connection with such sale(s) (the "Inventory Sale");

(b)

in the event that the average price of the Inventory Sale is less than US Dollars 2 cents per watt, the Vendor will reimburse the Purchaser the difference between the average price of the Inventory Sale and US Dollars 2 cents per watt multiplied by the Inventory within 60 Business Days; and

(c)

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 Group Company is required to make any payment pursuant to a final determination by a court of law in relation to a Known Proceeding, reimburse the Purchaser such amount within 60 Business Days from the date of payment by such Group Company of the foregoing amount.

7.3	Limited Tax Covenant

(a)

arises in the Philippines as a direct result of the wavier of the Net Intercompany Balances in Clause 3.5;

(b)

arises within six (6) years of the Completion Date; and

8.	CONFIDENTIALITY

8.1	Confidential Information to be Kept Confidential

(a)

each Contracting Party agrees that it shall and shall procure that its advisers and other authorised persons ("Authorised Persons") shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to:

(i)

the existence of and the provisions of this Agreement and of any agreement entered into pursuant to this Agreement; and

(ii)

the negotiations relating to this Agreement (and any such other agreements);

(b)

each Contracting Party acknowledges that the information referred to in sub-paragraph (a) above constitutes non-public material information of MSTL, and each Contracting Party agrees that it shall, and shall procure that its Authorised Persons shall comply with the rules and regulations of the NASDAQ Global Select Market in relation to insider trading;

(c)

the Vendor shall treat as strictly confidential and not disclose or use any information which relates to:

(i)

following Completion, the Group; and

(ii)

the business, financial or other affairs (including future plans and targets) of the Purchaser's Group;

(d)

the Purchaser shall treat as strictly confidential and not disclose or use any information which relates to:

(i)

to the extent that such information is not obtained by the Group pursuant to or in connection with the Transitional Services Agreement, the business, financial or other affairs (including future plans and targets) of the Vendor; and

(ii)

prior to Completion, the Group.

8.2	Exceptions

(a)

is now or shall hereafter come into the public domain (otherwise than as a consequence of any unauthorised disclosure by the relevant Contracting Party or any of its Authorised Persons);

(b)

was lawfully in the possession of the relevant Contracting Party receiving the same prior to disclosure to the relevant Contracting Party in connection with this Agreement;

(c)

was lawfully furnished to the relevant Contracting Party receiving the same by a third party;

(d)

is required to be disclosed by law or regulations or by a court of competent jurisdiction or by any governmental or regulatory authority or the rules of any relevant securities exchange(s) applicable to itself (to the extent practicable, each Contracting Party shall provide two (2) Business Days of prior written notice to the other Contracting Party) or (in the case of a Contracting Party which is a corporation) its parent company or pursuant to any litigation provided that the Contracting Party with an obligation to make the disclosure shall consult with the other Contracting Party insofar as is reasonably practicable before complying with such an obligation;

(e)

is disclosed to professional advisers of the disclosing Contracting 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.

9.	MISCELLANEOUS

9.1	Entire Agreement

9.2	No Reliance

9.3

Releases

9.4	No Implied Waivers

9.5	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 Contracting Parties notwithstanding Completion and/or any rescission or termination of this Agreement by any Contracting Party and any rights or obligations of the Contracting 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.

9.6	Successors and Assigns

(a)

This Agreement shall be binding on and shall enure for the benefit of each Contracting Party's successors and assigns. Any reference in this Agreement to any of the Contracting Parties shall be construed accordingly.

(b)

No Contracting Party may assign or transfer all or part of its rights or obligations under this Agreement without the prior written consent of the other Contracting Party.

9.7	Third Party Rights

9.8	Time of Essence

9.9	Further assurance

9.10	Costs and Expenses

(a)

Save as otherwise provided herein, each Contracting 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.

(b)

The Purchaser shall bear all stamp duty payable in connection with the purchase or sale of the Shares.

9.11	Illegality

9.12	No Purported Variation

9.13	Construction

9.14	Communications

(a)

Notices To Be In Writing

(b)

Contact Addresses and Numbers

The Vendor
Address	:	c/o Maxeon Solar Technologies, Ltd.
		8 Marina Boulevard #05-02
		Marina Bay Financial Center, 018981
		Singapore
Attention	:	Dmitri Hu, Chief Financial Officer
E-mail address	:	dienchien.hu@maxeon.com
The Purchaser
Address	:	No. 12, New Technology Industrial Park,
		Haitai East Road, Huayuan Industrial Zone (Outer Ring),
		Tianjin 300384, China
Attention	:	Bruce Zhou, Leon Xia, Wei Ren
E-mail address	:	zhoubin@tzeco.com; leon.xia@tcl.com; renwei@tzeco.com
The Company
Address	:	c/o Maxeon Solar Technologies, Ltd.
	:	8 Marina Boulevard #05-02
		Marina Bay Financial Center, 018981
		Singapore
Attention	:	Dmitri Hu, Chief Financial Officer
E-mail address	:	dienchien.hu@maxeon.com

(c)

Deemed Delivery Date

(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),

9.15	Counterparts

9.16	Governing Law and Jurisdiction

(a)

This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

(b)

Each Contracting Party agrees that any dispute arising out of or in connection with this Agreement or any document or transaction in connection with this Agreement (including any dispute or claim relating to any non-contractual obligations arising out of or in connection with this Agreement) shall be referred to and finally resolved by arbitration in Singapore to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force which rules are deemed to be incorporated by reference in this Clause. The place of arbitration shall be in Singapore and the language of the arbitration shall be English. The arbitration tribunal shall consist of one arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The arbitral award made and granted by the arbitrators shall be final, binding and incontestable, may be enforced by the Contracting Parties against the assets of the other Contracting Party wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.

1.	SunPower Philippines Manufacturing Ltd

(1)	Registered Office	:	One Nexus Way, Camana Bay, George Town, Grand Cayman KY1-9005, Cayman Islands
(2)	Date of Incorporation	:	22 May 2003
(3)	Place of Incorporation	:	The Cayman Islands
(4)	Type of company	:	Exempted company limited by shares
(5)	Equity Capital	:	US$267,461,313.00
(6)(a)	Registered Shareholder(s) and Number of Shares (Percentage shareholding)	:	SunPower Technology Ltd. – 2000 (100%)
(7)	Directors	:	Yan Wang
(8)	Secretary	:	Intertrust Corporate Services Limited
(9)	Auditors	:	None
(10)	Financial Year	:	1 January to 31 December
(11)	Branch Office	:	100 East Main Avenue, Phase 4 Special Economic Zone, Laguna Technopark Binan Laguna 0423, Philippines

1.	SPML Land Inc.

(1)	Registered Office	:	100 East Main Avenue, Phase 4 Special Economic Zone, Laguna Technopark Binan Laguna 0423, Philippines
(2)	Date of Incorporation	:	20 July 2006
(3)	Place of Incorporation	:	Philippines
(4)	Type of company	:	Corporation
(5)	Issued and Fully Paid‑up Share Capital	:

(6)(a)

Registered Shareholder(s) and Number of Shares (Percentage shareholding)

:

(7)	Directors	:	Mario Gerardo Z. Evaristo Rowena S. Salvador Sherwin Nino H. Lao Ong Ling Ling
(8)	Secretary	:	Ryan Archival Cedillo
(9)	Auditors	:	NA
(10)	Financial Year	:	1 January to 31 December

(a)

TZE has obtained the necessary corporate approvals required by applicable law in accordance with the requirements for the Purchaser's purchase of the Sale Shares.

(b)

The approvals of the (i) board of directors; (ii) independent directors; and (iii) the audit committee of MSTL having been obtained for the Vendor's sale of the Sale Shares.

(c)

Any necessary consents under and amendments required to the terms of MSTL’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 the Sale Shares (if any) having been removed or discharged by or at Completion except for the Encumbrances registered with the Chattel Mortgage Registry of the relevant Registry of Deeds in the Philippines pursuant to the (i) Philippines Security Agreement, dated October 14, 2022, between the Company and RCBC Trust Corporation, as amended and supplemented by Personal Property Security Supplement No. 1 dated April 13, 2023, Personal Property Security Supplement No. 2 dated October 11, 2023, Personal Property Security Supplement No. 3 dated April 11, 2024, the Personal Property Security Supplement No. 4 dated October 14, 2024, and the Supplemental No. 1, dated July 20, 2024; (ii) Philippines Security Agreement, dated July 20, 2024, between the Company and RCBC Trust Corporation, as amended and supplemented by Personal Property Security Supplement No. 1 dated October 14, 2024; and (ii) Philippines Junior Security Agreement, dated July 20, 2024, as amended and supplemented by Personal Property Security Supplement No. 1 dated October 14, 2024 securing the Senior Notes (collectively, the “Philippine Security Documents”).

(d)

All such approvals, consents, licences, permits, waivers and exemptions (collectively, "Approvals") for the sale and purchase of the Sale Shares and its Completion and the transactions contemplated under this Agreement being granted by third parties including all legislative, executive, regulatory, judicial or other authorities in Singapore, the United States of America and the Philippines or any other jurisdiction to the Purchaser and/or the Group Companies (as the case may be) and where any such Approval is subject to conditions, such conditions being acceptable to the Purchaser, 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.

(e)

The Transitional Service Agreement having been duly executed by all parties thereto and to take effect from the Completion Date

(f)

The Bilateral Development Services Agreement having been duly executed by all parties thereto and to take effect from the Completion Date.

(g)

The Procurement Agency Agreement having been duly executed by all parties thereto and to take effect from the Completion Date.

(h)

[Not Used.]

(i)

Any net intercompany balances which is owed to the Group by MSTL or any of its subsidiaries having been assigned or novated to the Vendor before Completion.

(j)

The approval of the board of directors of Vendor and the Company having been obtained for the release of collateral in respect of the Sale Shares.

(k)

The Cayman law deeds of release in respect of collateral over the Sale Shares created in connection with MSTL’s outstanding (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.

(l)

The Philippines law deeds of release or release agreements in respect of collateral granted by the Company in connection with MSTL’s outstanding (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 and pursuant to the Philippine Security Documents having been duly executed by all parties thereto.

(m)

Supplemental Indenture No. 8 to the indenture dated August 17, 2022, relating to the Variable-Rate Convertible First Lien Senior Secured Notes due 2029, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation having been duly executed by all parties thereto.

(n)

Supplemental Indenture No. 1 to the indenture dated June 20, 2024, relating to the 9.00% Convertible First Lien Senior Secured Notes due 2029, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation having been duly executed by all parties thereto.

(o)

Supplemental Indenture No. 1 to the indenture dated June 20, 2024, relating to the Adjustable-Rate Convertible Second Lien Senior Secured Notes due 2028, by and among, Maxeon Solar Technologies, Ltd., Deutsche Bank Trust Company Americas, as trustee, DB Trustees (Hong Kong) Limited, as the collateral trustee and, solely with respect to the Philippine collateral, RCBC Trust Corporation having been duly executed by all parties thereto.

(p)

The Purchaser having obtained ODI Approval for the payment of the Consideration.

1.	Vendor's Obligations on Completion

1.1	On Completion, the Vendor shall deliver, and shall procure that there be delivered, to the Purchaser the following:

(a)

transfers in respect of the Sale Shares duly executed by the Vendor and completed in favour of the Purchaser, together with the share certificate(s) (if any) in respect thereof;

(b)

a certified true copy of the updated register of members of the Company reflecting the transfer of the Sale Shares to the Purchaser;

(c)

if so required by the Purchaser, the written resignations of all the existing directors and secretaries and any other officers of the Company from their directorships and/or offices in the Company, such resignations to take effect from and on the Completion Date;

(d)

certified extract of the resolutions of the Company's board of directors:

(i)

approving the transfer of the Sale Shares to the Purchaser and the issuance of a new share certificate to the Purchaser;

(ii)

if so required by the Purchaser, accepting the resignation of all the existing directors of the Company and approving the appointment of such number of persons as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date as directors of the Company with effect from and including the Completion Date;

(iii)

if so required by the Purchaser, approving the resignation of the existing secretaries and any other officers of the Company and approving such person(s) as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date as the secretary(ies) or other officer(s) of the Company with effect from and including the Completion Date;

(iv)

approving the cancellation of the share certificate(s) (if any) in respect of the Sale Shares issued in the name of the Vendor and the issuance of the new share certificate representing the Sale Shares under the name of the Purchaser, and authorising the Company's directors to sign the new share certificate in respect of the Sale Shares, and to update the shareholders' register of the Company to reflect the ownership of the Sale Shares by the Purchaser;

(v)

if so required by the Purchaser, revoking the existing authorities to bankers in respect of the operation of the Company's bank accounts and giving authority in favour of such persons as the Purchaser may nominate and notify in writing to the Vendor not less than seven (7) Business Days before the Completion Date to operate such accounts; and

(vi)

approving and authorising the Company's execution of and entry into (1) this Agreement; (2) Transitional Service Agreement; and (3) Bilateral Development Services Agreement (in each case, only to the extent that the Company is a party to such agreement).

(e)

the certificate of incorporation, common seal, statutory registers and minute books of the Company and Subsidiaries and documents of title of the Company to the shares of the Subsidiaries, which shall be deemed delivered if left at the registered office of the Company or Subsidiaries or that of its corporate secretarial services provider;

(f)

the financial, accounting and books of account of the Company which are in the Vendor's possession, which shall be deemed delivered if left at the registered office of the Company or that of its corporate secretarial services provider;

(g)

a copy of the board resolutions of the Vendor approving the sale of the Sale Shares and the execution of this Agreement;

(h)

a copy of the board resolutions of MSTL approving the sale of the Sale Shares, the Transitional Service Agreement, Bilateral Development Services Agreement and Procurement Agency Agreement (in each case, only to the extent that MSTL is a party to such agreement); and

(i)

[Not Used.]

(j)

to the extent not previously delivered, the Vendor's (or it's Affiliate's) duly executed counterparts to the Bilateral Development Services Agreement, the Transitional Services Agreement and the Procurement Agency Agreement.

2.	Purchaser's Obligations on Completion

2.1	On Completion, the Purchaser shall deliver and shall procure that there be delivered to the Vendor:

(a)

copies of the corporate approvals required by applicable law of the Purchaser:

(i)

approving the acquisition of the Sale Shares; and

(ii)

authorising the execution and delivery by any director of the Purchaser of this Agreement, the Transitional Service Agreement, Bilateral Development Services Agreement, and Procurement Agency Agreement (in each case, only to the extent that the Purchaser is a party to such agreement) and all other documents and agreements ancillary or pursuant to or in connection with the purchase of the Sale Shares;

(b)

a copy of the corporate approvals required by applicable law of TZE approving the acquisition of the Sale Shares and authorising the execution and delivery by any director of the TZE of the Transitional Service Agreement, Bilateral Development Services Agreement and Procurement Agency Agreement (in each case, only to the extent that TZE is a party to such agreement);

(c)

to the extent not previously delivered, the Purchaser's or its relevant Affiliate's duly executed counterpart to the Bilateral Development Services Agreement, the Transitional Services Agreement and the Procurement Agency Agreement; and

(d)

payment, and evidence of payment, of the Balance Payment in accordance with Schedule 7.

SIGNED by
GUO AIPING
Name
AUTHORISED SIGNATORY			/s/ Guo Aiping
Designation			Signature
for and on behalf of
SUNPOWER TECHNOLOGY LTD
in the presence of:
/s/ Choy Su-Lynn
Signature of Witness
Name of Witness:	Choy Su-Lynn

Address:	38 Orange Grove Road
	The Orange Grove #11-06
	Singapore 258364

SIGNED by
ZHOU BIN
Name
Director			/s/ Zhou Bin
Designation			Signature
for and on behalf of
LUMETECH PTE. LTD.
in the presence of:
/s/ Zhihang Geng
Signature of Witness
Name of Witness:	Zhihang Geng

Address:	Anning Li Lan Zhou St.
	Tianjin China

SIGNED by
WANG YAN
Name
Director			/s/ Wang Yan
Designation			Signature
for and on behalf of
SUNPOWER PHILIPPINES MANUFACTURING LTD
in the presence of:
/s/ Zhihang Geng
Signature of Witness
Name of Witness:	Zhihang Geng

Address:	Anning Li Lanzhou St.
	Tianjin China