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MAXEON SOLAR TECHNOLOGIES, PTE. LTD., a company incorporated in Singapore with registered number 201934268H and its registered address at 8 Marina Boulevard #05-02, Marina Bay Financial Centre, 018981, Singapore, as borrower (the “Borrower”);

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original Lenders) as original lenders (the “Original Lenders”); and

DBS BANK LTD. as agent of the Finance Parties (other than itself) (the “ Facility Agent”).

INTERPRETATION

Definitions

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (The Original Working Capital Lenders) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with clause 21 (Changes to the Lenders) of the Common Terms Agreement, and this Agreement,

the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

as otherwise determined pursuant to Clause 5.3 (Default interest) below,

in relation to any period for which an interest rate is to be determined, two London Business Days before the first day of that period (unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days)); or

in relation to any Interest Period the duration of which is selected by the Facility Agent pursuant to Clause 5.3 (Default interest), such date as may be determined by the Facility Agent (acting reasonably).

Currency symbols and definitions

Principles of Construction

Supremacy

the terms and conditions of the Common Terms Agreement. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Common Terms Agreement, the terms and conditions of the Common Terms Agreement shall prevail; and

the terms and conditions of the Intercreditor Agreement. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall prevail.

Designation

Third Party Rights

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

Notwithstanding any term of this Agreement, the consent of any third person who is not a Party is not required to rescind or vary this Agreement at any time.

REPAYMENT

Repayment of Loans

Subject to paragraph (b) below, the Borrower shall repay each Loan on the last day of its Interest Period.

Without prejudice to the Borrower’s obligation under paragraph (a) above, if:

one or more Loans are to be made available to the Borrower:

on the same day that a maturing Loan is due to be repaid by the Borrower; and

in whole or in part for the purpose of refinancing the maturing Loan; and

the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans,

if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

the Borrower will only be required to make a payment under clause 25.1 (Payments to the Facility Agents) of the Common Terms Agreement in an amount equal to that excess; and

each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under clause 25.1 (Payments to the Facility Agents) of the Common Terms Agreement in respect of its participation in the new Loans; and

if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

the Borrower will not be required to make a payment under clause 25.1 (Payments to the Facility Agents) of the Common Terms Agreement; and

each Lender will be required to make a payment under clause 25.1 (Payments to the Facility Agents) of the Common Terms Agreement in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

UTILISATION

In addition to the provisions of clauses 4.1 (Initial conditions precedent) and 4.2 (Further conditions precedent) of the Common Terms Agreement, the Lenders will only be obliged to participate in a Utilisation of the Facility (including any Utilisation to made in respect of Working Capital Rollover Loans) if:

the Borrower has made a representation in the relevant Utilisation Request that the aggregate amount of (i) Cash and Cash Equivalents held by the members of the Group (excluding SunPower Malaysia) and (ii) committed but undrawn facilities for Financial Indebtedness immediately available to be utilised by the members of the Group (excluding SunPower Malaysia) (excluding the Working Capital Facility), in each case on both the date of the Utilisation Request and on the proposed Utilisation Date is not less than USD 80,000,000 (or its equivalent in another currency or currencies); and

if requested by any Lender prior to the proposed Utilisation Date, the Borrower has provided reasonable detail demonstrating that the representation given under paragraph (i) is accurate.

For the purposes of this Clause 3, the terms “Cash” and “Cash Equivalents” shall have the meaning given to them in schedule 11 (Financial Covenant Definitions) of the Common Terms Agreement, provided that the definition of Cash shall exclude amounts which are held by a member of the Group in a DSRA.

PREPAYMENT

INTEREST

Calculation of interest

Margin; and

LIBOR.

Payment of interest

Default interest

If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate which is, subject to paragraph (b) below, two per cent. (2%) per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 5.3 shall be immediately payable by the Borrower on demand by the Facility Agent.

If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the Unpaid Sum during that first Interest Period shall be two per cent. (2%) per annum higher than the rate which would have applied if the Unpaid Sum had not become due.

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

Notification of rates of interest

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to a Loan.

INTEREST PERIODS

Selection of Interest Periods

The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.

Subject to this Clause 6, the Borrower may select an Interest Period of one, three or six Months or of any other period agreed between the Borrower, the Facility Agent and all the Lenders in relation to the relevant Loan.

An Interest Period for a Loan shall not extend beyond the Termination Date.

Each Interest Period for a Loan shall start on the Utilisation Date.

Non-Business Days

Consolidation of Loans

CHANGES TO THE CALCULATION OF INTEREST

Unavailability of Screen Rate

Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

Shortened Interest Period: If, after giving effect to paragraph (a) above, no Screen Rate is available for LIBOR for the Interest Period of a Loan, the Interest Period for that Loan shall (if it is longer than the Fallback Interest Period) be shortened to the Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of “LIBOR”.

Shortened Interest Period and Historic Screen Rate: If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the Fallback Interest Period or shorter than the Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR the applicable LIBOR shall be the Historic Screen Rate for that Loan.

Shortened Interest Period and Interpolated Historic Screen Rate: If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

Cost of funds: If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, there shall be no LIBOR for that Loan and Clause 7.3 (Cost of funds) shall apply to that Loan for that Interest Period.

Market disruption

If a Market Disruption Event occurs, then Clause 7.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

For the purposes of this Clause 7.2, “Market Disruption Event” means, before close of business in London on the Business Day immediately following the Quotation Day for the relevant Interest Period, the Facility Agent has received notifications from a Lender or Lenders (whose participations in a Loan exceed thirty-five per cent. (35%) of that Loan) that the cost to it or them of funding its or their participation(s) in that Loan from whatever source it or they may reasonably select would be in excess of LIBOR.

Cost of funds

If this Clause 7.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Facility Agent by such Lender as soon as practicable, and in any event one Business Day prior to the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

If this Clause 7.3 applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

If this Clause 7.3 applies, the Facility Agent shall, as soon as is practicable, notify the Borrower.

Break Costs

The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

FEES

Commitment fee

The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in US dollars computed at the rate of one per cent. (1.0%) per annum on that Lender’s Available Commitment for the Availability Period.

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

Upfront fee

AMENDMENTS AND WAIVERS

Restricted amendments

the definition of “Eligible Equipment” in clause 1.1 (Definitions);

clause 3.1(a) (Purpose);

clause 7.7 (Mandatory Prepayment – Disposals); and

clause 19.27 (Purchase of Eligible Equipment).

Replacement of Screen Rate

Subject to the other terms of the Intercreditor Agreement, if a Screen Rate Replacement Event has occurred in relation to any Screen Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:

providing for the use of a Replacement Benchmark; and

aligning any provision of this Agreement to the use of that Replacement Benchmark;

enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

implementing market conventions applicable to that Replacement Benchmark;

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

Definitions

formally designated, nominated or recommended as the replacement for a Screen Rate by:

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

any Relevant Nominating Body,

in the opinion of the Majority Lenders and the Obligors, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

in the opinion of the Majority Lenders and the Obligors, an appropriate successor to a Screen Rate.

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders, and the Obligors materially changed;

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Obligors) temporary; or

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than 1 month; or

in the opinion of the Majority Lenders and the Obligors, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

COUNTERPARTS

GOVERNING LAW

ENFORCEMENT

Jurisdiction of English courts

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

Notwithstanding sub-clause (a) above, any Finance Party may take proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

Goldman Sachs Lending Partners LLC

/s/ Jeffrey W. Waters

/s/ Thomas M. Manning

Thomas M. Manning

Authorized Signatory