Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby supplemented by adding the following Entry Into Sale and Purchase Agreement As previously disclosed, on November 26, 2024, the Issuer and TCL Zhonghuan Renewable Energy Technology Co., Ltd. ("TZS Parent") entered into a partially binding term sheet, in connection with the potential acquisition by Zhonghuan Singapore Investment and Development Pte. Ltd. ("TZS") of 100% equity interest in SunPower Philippines Manufacturing Ltd, a Cayman incorporated legal entity and wholly owned indirect subsidiary of the Issuer ("SPML", such term sheet the "Termsheet" and such transaction "Project Elm Prelude"). On January 26, 2025 (the "Signing Date"), SunPower Technology Ltd., a subsidiary of the Issuer ("SPT"), and Lumetech PTE Ltd., a subsidiary of TZS ("Purchaser"), entered into a definitive Sale and Purchase Agreement (the "SPA"), pursuant to which SPT will sell its 100% ownership interest in SPML to Purchaser (collectively, the "Shares"). The aggregate consideration for the sale of the Shares will be US $58.6 million ("Total Consideration"), which shall be payable on the closing date ("the Closing Date") of the transactions contemplated under the SPA (the "Closing") less any installments already paid by the Purchaser to SPT following the signing of the Termsheet. SPT and the Purchaser have agreed that certain "Target Assets" comprising certain specifically identified assets and liabilities associated with the business activities within the country of The Philippines that are held by the Issuer or its subsidiaries, will be transferred and sold by the Issuer to the Purchaser through a Procurement Agency Agreement, to be entered into between the Issuer and the Purchaser, on the Closing Date ("Procurement Agency Agreement"). The aggregate consideration for the Target Assets (as this term is defined in the Procurement Agency Agreement) is approximately US$7.26 million payable on the later of (i) the Closing Date or (ii) the date on which the Purchaser receives the ODI Approval (as defined below). The Purchaser has undertaken to use its reasonable efforts to procure the ODI Approval with respect to the transactions contemplated under the Procurement Agency Agreement on or before April 30, 2025 (or such other date as the Parties may mutually agree). If on the completion date(s) under the Procurement Agency Agreement ("PAA Closing"), the Issuer fails to deliver any of the assets identified in the Procurement Agency Agreement, the Issuer is required to refund the Purchaser the portion of the consideration tied to the undelivered assets. The Procurement Agency Agreement, provides that following the PAA Closing, Purchaser undertakes that for a period of 12 months from the relevant PAA Closing Date, the Purchaser will not sell assets purchased thereunder to any person for an aggregate consideration or valuation greater than the relevant consideration contemplated under the terms of the Procurement Agency Agreement. The SPA provides that at Closing, the net intercompany balances which remain owing to SPML or any of SPML's subsidiaries by SPT as of the Closing Date, will be irrevocably waived and SPT shall have no further liability with respect to such net intercompany balances following the Closing. The Closing of the transactions contemplated under the SPA is subject to receipt of certain customary closing deliverables by each party by the Long-Stop Date (as defined below), including but not limited to Purchaser's receipt of the outbound direct investment approval from the PRC National Development and Reform Commission (and/or the PRC Ministry of Commerce and/or PRC State Administration of Foreign Exchange) ("ODI Approval") related to the transactions contemplated under the SPA, certain consents and notification requirements and the signing of the following agreements: (i) the signing of the Procurement Agency Agreement; (ii) the signing of a Transitional Services Agreement pursuant to which the parties will agree to provide certain global shared services to MSTL and/or its affiliates and vice versa and (iii) the signing of a Bilateral Development Services Agreement pursuant to which the Purchaser and any of its affiliates will cooperate with an affiliate of the Issuer and its respective affiliates on the development of Max 7 Technology and Max 8 Technology (each of the Procurement Agency Agreement, the Transitional Services Agreement, and the Bilateral Development Services Agreement, collectively referred to herein as the "Ancillary Agreements"). The parties to the SPA are providing certain undertakings following the Closing of the transactions contemplated thereby, including Purchaser's undertakings (i) to make no claims against SPT or any of its affiliates, whether in connection with the sale of the Shares or otherwise, as well as (ii) to use its best efforts to provide appropriate job positions for certain SPT employees in the new joint venture company to be established in the future, and