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") and/or certain of its subsidiaries (collectively, "TZE"), including Zhonghuan Singapore Investment and Development Pte. Ltd. ("TZS"), entered into a partially binding term sheet (the "Term Sheet") in connection with the potential acquisition by TZE of the Issuer's non-US, 'rest-of-the-world' distributed generation business through acquisition of 100% of the equity interests in certain direct and indirect non-U.S. subsidiaries of the Issuer (the "Target Entities" and such transaction "Project Birch"). On February 18, 2025 (the "Signing Date"), Lumetech B.V., a subsidiary of TZE organized under the laws of the Netherlands ("Lumetech"), TCL Sunpower International Pte. Ltd., a subsidiary of TZE organized under the laws of Singapore ("TCL Sunpower" and together with Lumetech, the "Purchasers"), and the Issuer, entered into a definitive Sale and Purchase Agreement (the "SPA"), pursuant to which the Purchasers will acquire all of the issued and fully-paid ordinary shares in the capital of each Target Entity, and all of the partnership interests of each of the Issuer's subsidiaries identified as "Mexican Entities" in the SPA (collectively, the equity and partnership interests, the "Shares"). The aggregate consideration for the sale of the Shares will be approximately USD$29 million ("Total Consideration"), which shall be payable on the closing date (the "Closing Date") of the transactions contemplated under the SPA, less any installments already paid by the Purchasers to the Issuer following the signing of the Term Sheet. If there is Net Intercompany Debt owing from the Issuer and its existing subsidiaries to the Target Entities and certain subsidiaries identified in the SPA, as of the Closing Date, the Purchasers will assume all of the Issuer's and its subsidiaries' obligation to repay the Net Intercompany Debt and release and discharge them from the obligation to repay such debt as from and including the Closing Date. If as of the Closing Date the Net Intercompany Debt exceeds US$120 million, the SPA provides that such debt will be capped at US$120 million. The closing of the transactions contemplated under the SPA (the "Closing") is subject to receipt of certain customary closing deliverables by each party, including the Purchasers' 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, waivers and notification requirements, including but not limited to: (i) receipt of the fairness opinion as contemplated in the Term Sheet, confirming that the terms of the transactions contemplated under the Transaction Documents (as defined below) are fair from a financial perspective; (ii) the definitive "opinion" (avis) of the works council (CSE) of SunPower Energy Solutions France SAS consistent with the terms and conditions of the SPA (the "Works Council Opinion"); (iii) the consummation of the transactions contemplated under an Asset Transfer Agreement in accordance with its terms; (iv) the delivery of a signed Trademark Assignment Agreement, effective as of the Closing Date; and (v) the signing of a Transitional Services Agreement, pursuant to which Lumetech (or its affiliates) will agree to provide certain transition services to the Issuer (or its affiliates) and vice versa (each of the Asset Transfer Agreement, the Trademark Assignment Agreement, and the Transitional Services Agreement, collectively referred to herein as the "Ancillary Agreements"). As of the Signing Date, the Issuer had received the Works Council Opinion. After the Closing Date and in compliance with applicable laws, the Purchasers will have the right, at their sole discretion, to make employment offers to any Issuer employees identified in the SPA. The SPA and each Ancillary Agreement (collectively, the "Transaction Documents") contain customary representations, warranties and covenants made by their respective parties thereto. The obligation of the parties to consummate the transactions contemplated by the Transaction Documents is subject to the satisfaction or waiver of a number of customary conditions and obtaining of requisite approvals and consents, and to the extent that the conditions set forth in the SPA are not fulfilled or waived on or before 11:59pm C.S.T on March 31, 2025 or such other date as the parties may mutually agree in writing (the "Long Stop Date"), the SPA shall lapse and cease to have any further effect. The Long Stop Date will be automatically extended by a period of 30 days or such other period as the parties to the SPA mutually agree if the non-fulfilment of