Debenture Repurchase Agreement, dated February 14, 2020, by and between SunPower Corporation and Total Solar INTL SAS

This Debenture Repurchase Agreement (this “Agreement”) is made and entered into as of February 14, 2020 by Total Solar INTL SAS (formerly known as Total Energies Nouvelles Activités USA), a French société par actions simplifiée (“Seller”), and SunPower Corporation, a Delaware corporation (“Buyer”).

WHEREAS, as of the date hereof, Seller owns and possesses $250,000,000 aggregate principal amount of Buyer’s 0.875% Senior Convertible Debentures due 2021 (the “Debentures”), issued pursuant to the Indenture, dated as of June 11, 2014 (the “Indenture”), between Buyer, as issuer, and Wells Fargo Bank, National Association, as trustee;

WHEREAS, Buyer desires to purchase $56,439,000.00 aggregate principal amount of the Debentures (the “Subject Debentures”) and all rights attendant thereto from Seller at a price of $965.00 per $1,000.00 of aggregate principal amount of the Subject Debentures sold, for an aggregate purchase price of $54,463,635.00, and Seller desires that Buyer purchase the Subject Debentures (the “Sale”); and

WHEREAS, following consummation of the Sale, Seller will continue to own and possess $193,561,000.00 aggregate principal amount of the Debentures (the “Retained Debentures”).

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Seller and Buyer hereby agree as follows:

1.Transfer. Seller does hereby sell, transfer, convey and assign, and Buyer agrees to purchase from Seller, Seller’s right, title, and interest in and to $56,439,000.00 aggregate principal amount of the Subject Debentures. On February 18, 2020 (the “Transfer Date”), Buyer shall deliver to Seller the sum of $54,463,635.00 in immediately available funds to an account designated by Seller, and Seller shall promptly transfer the Subject Debentures to Buyer.

2.Representations as to Ownership. Seller hereby represents that, as of the Transfer Date, (i) it owns or otherwise possesses all right, title and interest in the Subject Debentures sold, transferred, conveyed and assigned to Buyer hereunder, (ii) it has the absolute and unrestricted right, power and authority to sell, transfer, convey and assign such Subject Debentures to Buyer pursuant to this Agreement and (iii) such Subject Debentures are free and clear of any and all liens, encumbrances, mortgages, charges, claims, restrictions, pledges, security interests, title defects or adverse claims of any kind.

3.Documentation of Ownership. Buyer hereby agrees to execute and deliver such documents and take such other actions as Seller may reasonably request and to cooperate as reasonably requested by Seller for purposes of maintaining and documenting Seller’s ownership and possession of all right, title and interest in and to the Retained Debentures in accordance with Section 2.05 of the Indenture.

4.Successors and Assigns. This Agreement is executed by and shall be binding upon Seller and Buyer and their respective successors and assigns.

5.Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware without reference to any conflicts of law principles.

6.Severability. If any term, covenant or condition of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law.

In Witness Whereof, the parties hereto have duly executed this Agreement as of the day and year first written above.

By: /s/ Noemie Le Baut

Name: Noemie Le Baut

Title: Managing Director

By: /s/ Manavendra S. Sial