MORTGAGE SUPPLEMENT Mortgage Supplement No. 3

This Mortgage Supplement No. 3 (the “Supplement”), is entered into by and among SunPower Philippines Manufacturing Ltd., a foreign corporation duly licensed to do business under the laws of the Philippines with office address at 100 Trade Avenue, Phase 4, Special Economic Zone, Laguna Technopark, Biñan Laguna (“SPML”), SPML Land, Inc., a corporation organized and existing under the laws of the Philippines with principal address at 100 East Main Ave., LTI Biñan Laguna (“SPML Land” or, together with SPML, the “Mortgagors”, or, individually, each the “Mortgagor”); and the International Finance Corporation, an international organization established by the Articles of Agreement among its member countries including the Republic of Philippines ("IFC" or the “Mortgagee”).

WHEREAS, the Mortgagors and Mortgagee have executed and registered a Mortgage Agreement dated as of 6 May 2010 (the “Mortgage Agreement”), to secure the Obligations of the Mortgagors referred to in such agreement;

WHEREAS, the Mortgage Agreement provides that the Mortgagors and Mortgagee shall execute and register Mortgage Supplements for the purposes stated therein; and

WHEREAS, in fulfillment of the continuing obligation of the Mortgagors under the Mortgage Agreement, Loan Agreement, and Financing Documents each of the Mortgagors desires to execute this Mortgage Supplement with the Mortgagee.

NOW, THEREFORE, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representative to execute and deliver this Supplement as of __________________.

We swear that the Chattel Mortgage embodied in the Mortgage Agreement, as amended and/or supplemented by the foregoing Mortgage Supplement, is made for the purpose of securing the obligations specified therein, and for no other purpose, and that the same are just and valid obligations not entered into for the purpose of fraud.

REPUBLIC OF THE PHILIPPINES    )

) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction this ____ day of FEB 05 2013 personally appeared the following individual/s, representing the respective corporation/s indicated below his/their names:

personally known to me or identified by me through competent evidence of identity to be the same persons who presented to me and signed in my presence this Mortgage Supplement No. 3 consisting of six (6) pages, including this Acknowledgment Page, all of which were signed by them and their instrumental witnesses, and they represented that they executed this Agreement as their free and voluntary act and that they are duly authorized to sign for the corporations they respectively represent.

This Mortgage Supplement No. 3 relates to the Mortgage Agreement dated as of 6 May 2010 among the same parties and consists of six (6) pages, including the pages of this Acknowledgment and Schedule A attached hereto, and is signed by the parties hereto and their instrumental witnesses on the signature page and on the left margin of the other pages hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this ___ day of FEB 05 2013, 2013 at Taguig City, Philippines.

REPUBLIC OF THE PHILIPPINES    )

) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction this FEB 07 2013 day of ____ personally appeared the following individual/s, representing the respective corporation/s indicated below his/their names:

personally known to me or identified by me through competent evidence of identity to be the same persons who presented to me and signed in my presence this Mortgage Supplement No. 3 consisting of six (6) pages, including this Acknowledgment Page, all of which were signed by them and their instrumental witnesses, and they represented that they executed this Agreement as their free and voluntary act and that they are duly authorized to sign for the corporations they respectively represent.

This Mortgage Supplement No. 3 relates to the Mortgage Agreement dated as of 6 May 2010 among the same parties and consists of six (6) pages, including the pages of this Acknowledgment and Schedule A attached hereto, and is signed by the parties hereto and their instrumental witnesses on the signature page and on the left margin of the other pages hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this ___ day of FEB 07 2013, 2013 at CITY OF MANILA, Philippines.