Amendment No. 1 to Master Supply Agreement, dated December 10, 2018, by and between Enphase Energy, Inc. and SunPower Corporation

This Amendment No. 1 to Master Supply Agreement (this "Amendment") is entered as of December 10, 2018 (the "Effective Date") by and between Enphase Energy, Inc. ("Enphase"), and SunPower Corporation ("Company" or "SunPower"). Capitalized terms used herein without definition shall have the same meanings given them in the Agreement (as defined below).

Enphase and Company have entered into a Master Supply Agreement dated as of June 12, 2018 {the "Agreement"). In accordance with the terms of Agreement Section 9.11, Enphase and Company have agreed to amend the Agreement as set forth below.

2.Limitation. The amendment set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a waiver or modification of any other term or condition of the Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which the parties may now have or may have in the future under or in connection with the Agreement or any instrument or agreement referred to therein; or (b) to be a consent to any future amendment or modification or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof. Except as expressly amended hereby, the Agreement shall continue in full force and effect.

3.        Counterparts. This Amendment may be signed originally or by facsimile or other means of electronic transmission in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment.

4.    Integration. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment.

5.    Governing Law. This Amendment shall be governed by and shall be construed and enforced in accordance with the laws of the state of California.

In Witness Whereof, the parties have duly authorized and used this Amendment to be executed as of the date first written above.