What changed in this filing

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Item 9A. Controls and Procedures

2026-04-14 compared with 2025-04-30 · 1680 added, 1712 removed, 285 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure

Controls and Procedures

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (“Disclosure Controls”) within the meaning of Rules 13a-15(e) and 15d-15(e) of

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including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our Disclosure Controls, management recognized that any controls and procedures, no matter how well designed

In designing and evaluating our Disclosure Controls, management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applied its

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Controls were not effective due to material weaknesses in the Company’s internal control over financial reporting as disclosed below

in the remainder of this Item 9.

in the remainder of this Item 9A.

on Effectiveness of Controls and Procedures

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conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the Disclosure Controls are met.

the design of Disclosure Controls must reflect the fact that there are resource constraints, and the benefits must be considered relative

to their costs.

Because of the inherent limitations in all Disclosure Controls, no evaluation of Disclosure Controls can provide absolute

assurance that we have detected all our control deficiencies and instances of fraud, if any.

The design of Disclosure Controls also is

based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Further, the design of Disclosure Controls must reflect the fact that there are resource constraints, and the benefits must be considered

relative to their costs.

Because of the inherent limitations in all Disclosure Controls, no evaluation of Disclosure Controls can provide

absolute assurance that we have detected all of our control deficiencies and instances of fraud, if any.

The design of Disclosure Controls

also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Report on Internal Controls Over Financial Reporting

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of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

has performed an assessment of the effectiveness of our internal control over financial reporting as of December 29, 2024 based upon criteria

set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management determined that our internal control over financial reporting was ineffective as of December 29,

2024, because of the material weaknesses described below.

On September 30, 2024, we

completed the SunPower Acquisition.

As permitted by Securities and Exchange Commission guidance, we elected to exclude the SunPower Acquisition

representing total assets of approximately 93% of our consolidated total assets as of December 29, 2024, 77% of our consolidated revenues,

and 12% of our consolidated net loss from continuing operations before income taxes, for the year ended December 29, 2024, from our assessment

of internal control over financial reporting as of December 29, 2024.

There were no other acquisitions completed during 2024 that required

further consideration within our 2024 consolidated financial statements.

Material Weaknesses

has performed an assessment of the effectiveness of our internal control over financial reporting as of December 28, 2025 based upon

criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Based on this assessment, management determined that our internal control over financial reporting was ineffective

as of December 28, 2025, because of the material weaknesses described below.

September 24, 2025, we completed the acquisition of Sunder Energy LLC (“Sunder”) and on November 21, 2025, we completed the

acquisition of Ambia Energy LLC (“Ambia”).

As permitted by Securities and Exchange Commission guidance, management elected

to exclude these acquisitions from its assessment of internal control over financial reporting as of December 28, 2025.

Because the Company

reported a loss for the year, percentage comparisons to continuing loss from operations are not meaningful.

As of and for the fiscal year

ended December 28, 2025, Sunder assets (excluding goodwill and intangibles) accounted for 6% of our consolidated total assets and 5% of

our consolidated revenues.

Sunder’s operating income was $6.2 million compared to our consolidated operating loss of $26.9 million.

As of and for the fiscal year ended December 28, 2025, Ambia assets (excluding goodwill and intangibles) accounted for 5% of our consolidated

total assets and 2% of our consolidated revenues.

Ambia’s operating loss was $2.7 million compared to our consolidated operating

loss of $26.9 million.

Weaknesses Identified

connection with the preparation and audit of our financial statements for the year ended December 28, 2025, our management identified

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The material weaknesses are as follows:

Company did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) risk

assessment, (iii) control activities, (iv) information and communication, and (v) monitoring activities.

of the control deficiencies identified below constitute material weaknesses, either individually or in the aggregate.

The Company did not maintain an effective control environment and identified the following material weakness:

did not maintain controls to execute the criteria established in the COSO Framework for (i) the control environment, (ii) control activities,

(iii) information and communication, and (iv) monitoring activities.

of the control deficiencies identified below constitute a material weakness, either individually or in the aggregate.

Our Company did not maintain an effective control environment and identified the following material weakness:

Company lacked appropriate policies and resources to develop and operate effective internal control over financial reporting and a lack

of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to the Company’s

of appropriate and consistent IT policies given the significant volume of financially relevant IT changes, which contributed to our Company’s

inability to properly analyze, record and disclose accounting matters timely and accurately.

control environment material weakness also contributed to the other material weaknesses identified below.

The Company did not design and implement an effective risk assessment and identified a material weakness relating

(i) identifying, assessing, and communicating appropriate objectives, (ii) identifying and analyzing risks to achieve these objectives,

and (iii) identifying and assessing changes in the business that could impact the system of internal controls.

The Company did not design and implement effective control activities and identified the following material weakness:

● Ineffective

design and operation of certain control activities due to significant personnel changes throughout 2024.

Control deficiencies, which

aggregate to a material weakness, occurred within substantially all areas of financial reporting.

Our Company did not design and implement effective control activities and identified the following material weakness:

Ineffective design and

operation of certain control activities due to significant personnel changes throughout 2025.

Control deficiencies, which aggregate

to a material weakness, occurred within substantially all areas of financial reporting.

and Communication.

The Company did not design and implement effective information and communication activities and identified

Our Company did not design and implement effective information and communication activities and identified

the following material weaknesses:

Company did not design and maintain effective general information technology controls over logical access and program change management

for our key information systems used to support the financial reporting process.

Specifically, management did not maintain effective

controls to ensure proper segregation of duties related to user administration and other privileged access functions and in implementing

program changes in information systems.

Due to the pervasive nature of these deficiencies, business process controls that are dependent

upon information from these systems were also not effective.

Company did not have adequate processes and controls for communicating information among the accounting, finance, operations, and legal

departments, necessary to support the proper functioning of internal controls.

The Company did not design and implement effective monitoring activities and identified the following material weaknesses:

(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of financial

and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls (including

the monitoring of service providers’ control environments).

Our Company did not design

and maintain effective general information technology controls over logical access and program change management for our key information

systems used to support the financial reporting process.

Specifically, management did not maintain effective controls to ensure proper

segregation of duties related to user administration and other privileged access functions and in implementing program changes in

information systems.

Due to the pervasive nature of these deficiencies, business process controls that are dependent upon information

from these systems were also not effective.

Our Company did not have

adequate processes and controls for communicating information among the accounting, finance, operations, and legal departments, necessary

to support the proper functioning of internal controls.

Our Company did not design and implement effective monitoring activities and identified the following material weaknesses:

(i) failure to adequately monitor compliance with accounting policies, procedures and controls related to substantially all areas of

financial reporting;

and (ii) failure to properly select, develop and perform ongoing evaluations of the components of internal controls

(including the monitoring of service providers’ control environments).

Correction of Accounting

Restatement of 2025 Quarterly Financial Statements

material weaknesses described in the paragraphs above contributed to material accounting errors identified and corrected during the audit

of the Company’s financial statements.

If we fail to adequately remediate these material weaknesses, there could be material misstatements

that may not be prevented or detected.

of our financial statements.

Additionally, in connection with the preparation of our audited financial statements for the year ended December,

28, 2025, we identified material errors to our interim results for the thirteen weeks ended March 30, 2025, the thirteen and twenty-six

weeks ended June 29, 2025, and the thirteen and thirty-nine weeks ended September 28, 2025 (the “Prior Periods”) and we determined

that the Prior Periods included in our Quarterly Reports on Form 10-Q for the quarters ended March 30, 2025, June 29, 2025, and September

28, 2025 (the “Prior Filings”) should no longer be relied upon and should be restated.

The Company has determined that material

weaknesses in its internal control over financial reporting resulted in misstatements across multiple financial statement line items.

As a result, the Company will restate the financial statements included in the Prior Filings.

If we fail to adequately remediate these

material weaknesses, there could be material misstatements that may not be prevented or detected.

Plan and Status

The Company is committed to remediating the material weaknesses identified above, fostering continuous improvement

in internal controls and enhancing its overall internal control environment.

Since identifying the above material weaknesses, the Company

has begun the process of implementing the remediation activities described below.

The Company believes that these activities, when fully

implemented, should remediate the identified material weaknesses and strengthen its internal control over financial reporting.

These remediation

efforts remain ongoing, and additional remediation initiatives may be necessary.

Our Company is committed to remediating the material weaknesses identified above, fostering continuous improvement

in internal controls and enhancing the effectiveness of our overall internal control environment.

Since identifying the above material

weaknesses, we have begun the process of implementing the remediation activities described below.

We believe that these activities, when

fully implemented, should remediate the identified material weaknesses and strengthen our internal control over financial reporting.

These remediation efforts remain ongoing, and additional remediation initiatives may be necessary.

material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time

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or control deficiencies could result in material misstatements.

as management continues to monitor the effectiveness of our internal control over financial reporting, the Company will continue to perform

additional procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of

additional tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all

material respects.

The following planned remediation activities highlight the Company’s commitment to remediating the identified

material weaknesses:

finance and accounting professionals with the appropriate level of experience and training necessary to develop, maintain and improve

our accounting policies, procedures and internal controls, utilize third-party consultants and internal audit professionals to enhance

the control environment, and continue to hire other qualified finance and accounting professionals.

and continue to provide, training for employees regarding their responsibilities related to the performance or oversight of internal

the importance of communication between the operations, accounting, and legal departments regarding key terms of, and changes or modifications

to, customer, debt, equity, legal and other contracts by establishing controls requiring finance department approval of certain non-standard

as management continues to monitor the effectiveness of our internal control over financial reporting, we will continue to perform additional

procedures prescribed by management, including the use of certain manual mitigating control procedures and the employment of additional

tools and resources deemed necessary, to ensure that our future consolidated financial statements are fairly stated in all material respects.

The following planned remediation activities highlight our commitment to remediating the identified material weaknesses:

Hire finance and accounting

professionals with the appropriate level of experience and training necessary to develop, maintain and improve our accounting policies,

procedures and internal controls, utilize third-party consultants and internal audit professionals to enhance the control environment,

and continue to hire other qualified finance and accounting professionals.

Provide, and continue to

provide, training for employees regarding their responsibilities related to the performance or oversight of internal controls.

Reinforce the importance

of communication between the operations, accounting, and legal departments regarding key terms of, and changes or modifications to,

customer, debt, equity, legal and other contracts by establishing controls requiring finance department approval of certain non-standard

terms and agreements.

the implementation of a process to reevaluate, revise and improve our Sarbanes-Oxley compliance program, including governance, risk assessment,

testing methodologies and corrective action.

The Company plans to enhance our risk assessment procedures and conduct a comprehensive

risk assessment.

and continue to develop, internal control documentation over financial processes and related disclosures.

The Company plans to continue

to design and implement control activities to mitigate risks identified and test the operating effectiveness of such controls.

If we are not able to maintain

effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are discovered in future periods,

a risk that is significantly increased in light of the complexity of our business, we may be unable to accurately and timely report our

financial position, results of operations, cash flows or key operating metrics, which could result in late filings of the annual and quarterly

reports under the Exchange Act, restatements of financial statements or other corrective disclosures, an inability to access commercial

lending markets, defaults under its secured revolving credit facility and other agreements, or other material adverse effects on our business,

reputation, results of operations, financial condition or liquidity.

Attestation Report of Registered Public Accounting Firm

Begin the implementation

of a process to reevaluate, revise and improve our Sarbanes-Oxley compliance program, including governance, risk assessment, testing

methodologies and corrective action.

We plan to enhance our risk assessment procedures and conduct a comprehensive risk assessment.

Develop, and continue to

develop, internal control documentation over financial processes and related disclosures.

We plan to continue to design and implement

control activities to mitigate risks identified and test the operating effectiveness of such controls.

we are not able to maintain effective internal control over financial reporting and Disclosure Controls, or if material weaknesses are

discovered in future periods, a risk that is significantly increased in light of the complexity of our business, we may be unable to

accurately and timely report our financial position, results of operations, cash flows or key operating metrics, which could result in

late filings of our annual and quarterly reports under the Exchange Act, restatements of financial statements or other corrective disclosures,

an inability to access commercial lending markets, defaults under our credit agreements and other agreements, or other material adverse

effects on our business, reputation, results of operations, financial condition or liquidity.

Report of Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm due to the

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of the Sarbanes-Oxley Act.

Changes in Internal

Control over Financial Reporting

in Internal Control over Financial Reporting

than the material weaknesses and remediation efforts described above, there were no changes in our internal control over financial reporting

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OTHER INFORMATION

Insider Trading Policy

Trading Policy

have adopted an Insider Trading Policy that applies to all Directors, officers and employees, a copy of which is included as Exhibit

19.1 to this Annual Report.

Insider Trading Arrangements

the three months ended December 29, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted

or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item

408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

Our directors and their ages as of April 30, 2025

are set forth below.

Trading Arrangements

the year ended December 28, 2025, none of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated

any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense

conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c)

of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Directors and their ages as of April 14, 2026 are set forth below.

Executive Chairman, CEO, Director

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Ronald Pasek (1) (3)

Director, Lead Independent

Tidjane Thiam (2)

Devin Whatley (2)

Jamie Haenggi (2) (3)

Member of the Audit Committee.

(2) Member of the Compensation Committee.

(3) Member of the Nominating and Corporate Governance Committee.

(T.J.) Rodgers, 77, has served as the Chief Executive Officer of Complete Solaria

since April 2024 and as a member of the Complete Solaria Board of Directors since November 2022 and as Executive Chairman

since June 2023.

Rodgers founded Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer

from 1982 to 2016.

Rodgers currently serves on the boards of other energy-related companies:

including Enovix and Enphase

Member of the Compensation

Member of the Nominating

and Corporate Governance Committee.

(T.J.) Rodgers, 78, has served as the Chief Executive Officer of the Company since April 2024

and as a member of the Company’s Board of Directors since November 2022 and as Executive Chairman since June 2023.

founded Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer from 1982 to 2016.

Rodgers currently

serves on the boards of other energy-related companies:

including Enovix and Enphase Energy Inc.

(energy and storage technologies).

From 2004 to 2012, he served as a member of Dartmouth’s board of trustees.

Rodgers was a Sloan scholar at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and

He won the Townsend Prize and the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his

2004 to 2012, he served as a member of Dartmouth’s board of trustees.

Rodgers was a Sloan scholar at Dartmouth, where

he graduated in 1970 as the Salutatorian with a double major in Physics and Chemistry.

He won the Townsend Prize and the Haseltine Chemistry-Physics

Prize as the top physics and chemistry student in his class.

Rodgers holds a master’s degree and a Ph.D.

in Electrical Engineering from Stanford University, where he

attended on a Hertz fellowship.

Alvarez, 69, has served as a member of the Complete Solaria Board of Directors

since November 2022.

Alvarez served as the President of Complete Solaria since the merger of Complete Solar and

Solaria in November 2022 until March 2023.

in Electrical

Engineering from Stanford University, where he attended on a Hertz fellowship.

Alvarez, 69, has served as a member of the Company’s Board of Directors since

November 2022.

Alvarez served as the President of the Company since the merger of Complete Solar and Solaria in November 2022

until March 2023.

From 2020 to 2022, Mr.

Alvarez served as Solaria’s Chief Executive

Alvarez served as Solaria’s Chief Executive Officer.

Prior to 2020, Mr.

Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced

Analogic Technologies, Leadis Technology and Cypress Semiconductor.

served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced Analogic Technologies, Leadis Technology and Cypress

Semiconductor.

Currently, Mr.

Alvarez serves on the board of directors of

NexGen Power Systems and previously served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity

Alvarez serves on the Board of Directors of NexGen Power Systems and previously served as a board

member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity Sensors.

Alvarez holds a B.S.

in Electrical Engineering from the Georgia Institute of Technology.

Anderson, 49, served as the Chief Executive Officer of Complete Solaria from

November 2022 to December 2023.

Electrical Engineering from the Georgia Institute of Technology.

Anderson, 49, served as the Chief Executive Officer of the Company from November 2022

to December 2023.

From 2010 to 2022, he served as the Chief Executive Officer of Complete Solar.

Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and

credit unions in order to offer point of sale automobile loans to car buyers.

From 2007 to 2009, Mr.

Anderson served as Partner

at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors.

Anderson holds a

in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A.

from the Stanford University Graduate

School of Business.

Adam Gishen .

Adam Gishen, 50,

served as FACT’s Chief Executive Officer from February until the Business Combination in July 2023, and served as one of

FACT’s initial board observers.

served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and credit unions in order to offer

point of sale automobile loans to car buyers.

From 2009 to 2010, Mr.

Gishen served in several senior roles at Credit Suisse Group AG,

including Global Head of Investor Relations, Corporate Communications and Marketing and Branding.

Prior to 2015, Mr.

a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director at Nomura and at Lehman

Brothers in the area of equity capital markets.

Anderson served as Partner at SVE Partners, a boutique consulting

firm serving technology start-ups and venture capital investors.

Anderson holds a B.S.

in Managerial Sciences from the Massachusetts

Institute of Technology and an M.B.A.

from the Stanford University Graduate School of Business.

Adam Gishen, 51, served as FACT’s Chief Executive Officer from February until the Business Combination

in July 2023, and served as one of FACT’s initial board observers.

From 2015 to 2020, Mr.

Gishen served in several senior

roles at Credit Suisse Group AG, including Global Head of Investor Relations, Corporate Communications and Marketing and Branding.

Gishen was a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director

at Nomura and at Lehman Brothers in the area of equity capital markets.

Gishen graduated from the University of Leeds.

Chris Lundell .

Lundell, 64, has served as a member of the Complete Solaria Board of Directors since November 2023.

served as the Chief Executive Officer of Complete Solaria from December 2023 to April 2024.

Lundell is the

Founder of CMO Grow, a marketing consultancy firm.

Christopher Lundell, 65, has served as a member of the Company’s Board of Directors since November 2023.

Lundell served as the Chief Executive Officer of the Company from December 2023 to April 2024.

the Founder of CMO Grow, a marketing consultancy firm.

Prior to that, he was the CMO at Vivint Solar, the President of the Americas at

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from Brigham Young University.

Lothar Maier .

Maier, 70, has served as a member of the Complete Solaria Board of Directors since November 2024.

Maier served as

director of FormFactor Inc, from November 2006 to May 2024.

Maier served as the Chief Executive Officer and a

member of the Board of Directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, from

Lothar Maier, 71, has served as a member of the Company’s Board of Directors since November 2024.

served as Director of FormFactor Inc, from November 2006 to May 2024.

Maier served as the Chief Executive Officer

and a member of the Board of Directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, from

January 2005 to March 2017.

Prior to that, he served as Linear Technology’s Chief Operating Officer from

April 1999 to December 2004.

Prior to that, he served as Linear Technology’s Chief Operating Officer from April 1999

to December 2004.

Before joining Linear Technology, Mr.

Maier held various management positions at Cypress

Semiconductor Corporation, a provider of high-performance, mixed-signal, programmable solutions, from July 1983 to

March 1999, including as Senior Vice President and Executive Vice President of Worldwide Operations.

Maier holds a

in chemical engineering from the University of California at Berkeley.

Maier held various management positions at Cypress Semiconductor Corporation,

a provider of high-performance, mixed-signal, programmable solutions, from July 1983 to March 1999, including as Senior Vice

President and Executive Vice President of Worldwide Operations.

Maier holds a B.S.

in chemical engineering from the University

of California at Berkeley.

Daniel McCranie.

McCranie, 81, has served as a member of the Complete Solaria Board of Directors since January 2025.

After his early career in semiconductor

McCranie became the executive vice president of sales & marketing for Harris Corporation, a technology

company, and the chief executive officer of SEEQ Technology, a semiconductor company, and Virage Logic Corporation, a semiconductor company.

From 1994 to 2001, he joined Cypress Semiconductor Corporation, a semiconductor company, as executive vice president of sales &

He has held 10 board positions in the semiconductor and technology, including having served on the board of Cypress Semiconductor

Corporation, from June 2017 to May 2019, ON Semiconductor Corporation, a semiconductor company, from 2001 to 2018, and

Enovix Corporation from December 202 1 until January 2023.

From 2012 to 2017,

Daniel McCranie, 82, has served as a member of the Company’s Board of Directors since January 2025.

After his early career in semiconductor sales, Mr.

McCranie became the executive vice president of sales & marketing for

Harris Corporation, a technology company, and the chief executive officer of SEEQ Technology, a semiconductor company, and Virage Logic

Corporation, a semiconductor company.

From 1994 to 2001, he joined Cypress Semiconductor Corporation, a semiconductor company, as

executive vice president of sales & marketing.

He has held 10 board positions in the semiconductor and technology, including

having served on the board of Cypress Semiconductor Corporation, from June 2017 to May 2019, ON Semiconductor Corporation,

a semiconductor company, from 2001 to 2018, and Enovix Corporation from December 2021 until January 2023.

2017, he served on the board of Mentor Graphics, an electric design automation company.

He holds a B.S.

in Electrical Engineering from

Virginia Polytechnic Institute.

We believe that Mr.

McCranie is qualified to serve on our Board of Directors based

on his public company board experience and his industry expertise.

Ronald Pasek .

Pasek, 64, has served as a member of the Complete Solaria Board of Directors since February 2023.

Pasek has served as the chairman of the board of directors of Spectra7 Microsystems Inc., a Canadian publicly-traded

consumer connectivity company.

in Electrical Engineering

from Virginia Polytechnic Institute.

Ronald Pasek, 65, has served as a member of the Company’s Board of Directors since February 2023.

Pasek has served as the chairman of the Board of Directors of Spectra7 Microsystems Inc., a Canadian publicly-traded consumer

connectivity company.

Since January 2026, Mr.

Pasek has also served as a director of Extreme Networks, Inc.

From 2016 to 2020, Mr.

Pasek was Chief Financial Officer of NetApp.

From 2009 until its

acquisition by Intel in December 2015, Mr.

Pasek served as Senior Vice President, Finance and Chief Financial Officer of

Altera Corporation, a worldwide provider of programmable logic devices.

Pasek was previously employed by Sun Microsystems,

in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide

manufacturing and U.S.

was Chief Financial Officer of NetApp.

From 2009 until its acquisition by Intel in December 2015, Mr.

Pasek served as Senior

Vice President, Finance and Chief Financial Officer of Altera Corporation, a worldwide provider of programmable logic devices.

was previously employed by Sun Microsystems, in a variety of roles including Vice President, Corporate Treasurer and Vice President of

worldwide field finance, worldwide manufacturing and U.S.

field finance.

Pasek holds a B.S.

degree from San Jose State University and an M.B.A.

from Santa Clara University.

Tidjane Thiam .

Tidjane Thiam, 63,

served as a member of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in

degree from San Jose State

University and an M.B.A.

degree from Santa Clara University.

Tidjane Thiam, 63, served as a member of the FACT Board and as Executive Chairman of FACT since inception until

the Business Combination in July 2023.

Thiam was appointed Chairman of Rwanda Finance Limited.

He also serves as a Director and Chair of

the Audit Committee of Kering S.A., the French luxury group.

Thiam is also a Special Envoy on Covid 19 for the African

He also serves

as a Director and Chair of the Audit Committee of Kering S.A., the French luxury group.

Thiam is also a Special Envoy on Covid

19 for the African Union.

From 2015 to 2020, Mr.

Thiam was Chief Executive Officer of Credit Suisse Group AG.

From 2014 to 2019,

Thiam was a Director of 21 st Century Fox and served on its Nominating and Corporate Governance Committee.

Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive from

2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009.

previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive from 2009 to 2015, a Director

from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009.

Thiam holds an M.B.A.

INSEAD and graduated from École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in

Paris in 1984.

Devin Whatley .

Whatley, 56, has served as a member of the Complete Solaria Board of Directors since November 2022.

Whatley has served as the Managing Partner at the Ecosystem Integrity Fund.

Whatley serves as a member of the

board of directors of several private companies focused on renewable energy.

Whatley was a CFA Charterholder and holds a

in East Asian Studies with a Business Emphasis from the University of California, Los Angeles and an M.B.A.

from the Wharton

School at the University of Pennsylvania.

Executive Officers

Our executive officers and their ages as of April

30, 2025 are set forth below.

from INSEAD and graduated from

École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in Paris in 1984.

Devin Whatley, 57, has served as a member of our Board of Directors since November 2022.

Since 2010, Mr.

has served as the Managing Partner at the Ecosystem Integrity Fund.

Whatley serves as a member of the Board of Directors of

several private companies focused on renewable energy.

Whatley was a CFA Charterholder and holds a B.A.

in East Asian Studies

with a Business Emphasis from the University of California, Los Angeles and an M.B.A.

from the Wharton School at the University of Pennsylvania.

Jamie Haenggi, 56 has served as a member of the Company’s Board of Directors since April 2025.

Haenggi brings

more than 30 years of executive leadership in sales, marketing, operations, and customer experience across the solar, security, and telecom

Most recently, she served as President of ADT Solar and Executive Vice President and Chief Customer Officer of ADT Security

Prior to that, she held Chief Marketing Officer and senior executive roles at ADT Security, Protection 1, National Guardian,

Holmes Protection, and Vonage.

Haenggi currently serves as Chief Executive Officer of GoodwinBeckham, a boutique executive consulting

She holds a Bachelor of Arts in International Relations with minors in East Asian studies and Japanese from the University of Minnesota

and an Honorary Doctorate from Taylor University.

Haenggi has been inducted into the Security Industry Hall of Fame and the Direct

Marketing News Hall of Femme.

Our executive officers and their ages as of April 14, 2026 are set

Chief Executive Officer and Director

Wendell Laidley

Chief Financial Officer

Biographical information for Mr.

is included with the director biographies above.

Daniel Foley .

Foley, 48, has served as the Chief Financial Officer of Complete Solaria since June 2024.

From June 2021 to December 2023,

Foley served as the Chief Financial Officer for Common Citizen.

From April 2021 to June 2021, Mr.

as the Senior Vice President and Treasurer for TerrAscend.

From January 2018 to April 2021, Mr.

Foley served as the Vice

President of Corporate Finance, Treasury & Investor Relations at Curaleaf.

Jeanne Nguyen

Chief Accounting Officer

information for Mr.

Rodgers is included with the Director biographies above.

Wendell Laidley has served as the Chief Financial Officer since February 2, 2026.

Laidley has more than 30 years of

finance and accounting experience.

Before joining the Company, Mr.

Laidley served as chief financial officer of Lumio from May 2021 until

Laidley also served as CFO of Life360 from February 2019 to July 2020.

Prior to that, Mr.

Foley held senior positions

in Corporate Finance and Investor Relations for Station Casinos and MGM MIRAGE.

Previous experience includes working as an Investment

Analyst at Wall Street Associates and as Vice President of Finance at New Cotai Holdings.

Foley began his career as a Senior Associate

in Gaming, Lodging & Leisure Equity Research at Bear Stearns.

Foley brings over 25 years of capital markets and

finance experience to Complete Solaria, as well as a track record of driving strong financial results, instilling financial and operational

discipline, and demonstrating inspirational leadership.

Foley holds an M.B.A.

from the University of Southern California and

a Bachelor of Science in economics from the University of Utah.

Director Independence

As required under Nasdaq listing standards, a

majority of the members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively determined

by the Board of Directors.

In addition, Nasdaq listing standards require that, subject to specified exceptions, each member of a listed

company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee be “independent.”

Based on information provided by each director

concerning her or his background, employment and affiliations, the Board of Directors affirmatively determined that none of our directors — other

than Thurman J.

Rodgers, Antonio Alvarez, William Anderson, and Chris Lundell — has any relationships that would

interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of Messrs.

Maier, Pasek, McCranie, Thiam and Whatley, representing a majority of Complete Solaria’s incumbent directors, is “independent”

as that term is defined under the Nasdaq listing standards.

There are no family relationships among any of

our directors or executive officers.

Role of the Board of Directors in Risk Oversight

One of the key functions of the Board of Directors

is the informed oversight of Complete Solaria’s risk management process.

The Board of Directors does not anticipate having a standing

risk management committee, but rather anticipates administering this oversight function directly through the Board of Directors as a whole,

as well as through various standing committees of the Board of Directors that address risks inherent in their respective areas of oversight.

In particular, the Board of Directors is responsible for monitoring and assessing strategic risk exposure, and Complete Solaria’s

Audit Committee is responsible for considering and discussing Complete Solaria’s major financial risk exposures and the steps its

management will take to monitor and control such exposures, including guidelines and policies to govern the process by which risk assessment

and management is undertaken.

Laidley held various finance

and accounting positions, including with Big Switch Networks, AppDynamics, RS Investments, Credit Suisse First Boston and Deutsche Bank.

Jeanne Nguyen has served as the Chief Accounting Officer since 2024.

Jeanne Nguyen served as the Interim Chief Financial

Officer of SunPower since July 22, 2025 prior to resigning from that position on February 2, 2026.

Prior to that, Ms.

Nguyen served as

SunPower’s corporate controller following our acquisition of the SunPower Businesses in September 2024, and she served as the corporate

controller of SunPower Corporation from December 2023 until our acquisition of the SunPower Businesses.

Prior to that, Ms.

Nguyen served

as Corporate Controller of Convoy Inc.

from September 2016 until October 2023.

Prior to joining Convoy Inc., Ms.

Nguyen was a senior

manager in the Assurance services practice at PricewaterhouseCoopers from July 2011 to March 2016.

Nguyen is a certified public accountant

and holds a BA in Business Administration from the University of Washington.

required under Nasdaq listing standards, a majority of the members of a listed company’s Board of Directors must qualify as “independent,”

as affirmatively determined by the Board of Directors.

In addition, Nasdaq listing standards require that, subject to specified exceptions,

each member of a listed company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee be

“independent.”

on information provided by each Director concerning her or his background, employment and affiliations, the Board of Directors affirmatively

determined that none of our Directors — other than Thurman J.

Rodgers, Antonio Alvarez, William Anderson, J.

McCranie, and Chris Lundell — has any relationships that would interfere with the exercise of independent judgment in

carrying out the responsibilities of a Director and that each of Messrs.

Gishen, Maier, Pasek, Thiam, Whatley and Ms.

Haenggi, representing

a majority of SunPower’s incumbent Directors, is “independent” as that term is defined under the Nasdaq listing standards.

are no family relationships among any of our Directors or executive officers.

of the Board of Directors in Risk Oversight

of the key functions of the Board of Directors is the informed oversight of SunPower’s risk management process.

The Board of Directors

does not anticipate having a standing risk management committee, but rather anticipates administering this oversight function directly

through the Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks

inherent in their respective areas of oversight.

In particular, the Board of Directors is responsible for monitoring and assessing strategic

risk exposure, and SunPower’s Audit Committee is responsible for considering and discussing SunPower’s major financial risk

exposures and the steps its management will take to monitor and control such exposures, including guidelines and policies to govern the

process by which risk assessment and management is undertaken.

The Audit Committee monitors compliance with legal and regulatory requirements.

The Compensation Committee

assesses and monitors whether Complete Solaria’s compensation plans, policies and programs comply with applicable legal and regulatory

requirements.

Board Committees

Our Board of Directors has formed an Audit Committee,

Compensation Committee, and Nominating and Corporate Governance Committee.

The Board of Directors may from time to time establish other

Our Chief Executive Officer, Chief Financial Officer

and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient

oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

The Audit Committee consists of Ronald Pasek,

who serves as the chairperson, Adam Gishen and Lothar Maier.

Each member of the Audit Committee qualifies as an independent director under

the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act.

of Directors has determined that Ronald Pasek qualifies as an “audit committee financial expert” as such term is defined in

Item 407(d)(5) of Regulation S-K and possesses the requisite financial expertise required under the applicable requirements

As discussed above, our Board of Directors has also determined that Ronald Pasek is an independent director.

The responsibilities of the Audit Committee include,

among other things:

● helping the Board of Directors oversee corporate accounting

and financial reporting processes;

● managing the selection, engagement and qualifications of a

qualified firm to serve as the independent registered public accounting firm to audit Complete Solaria’s financial statements;

● helping to ensure the independence and performance of the

independent registered public accounting firm;

● discussing the scope and results of the audit with the independent

registered public accounting firm, and reviewing, with management and the independent accountants, Complete Solaria’s interim and

year-end operating results;

● developing procedures for employees to submit concerns anonymously

about questionable accounting or audit matters;

● reviewing policies on financial risk assessment and financial

risk management;

● reviewing related party transactions;

● obtaining and reviewing a report by the independent registered

public accounting firm at least annually, that describes Complete Solaria’s internal quality-control procedures, any material issues

with such procedures, and any steps taken to deal with such issues when required by applicable law;

● approving (or, as permitted, pre-approving) all audit and

all permissible non-audit service to be performed by the independent registered public accounting firm.

The Board of Directors adopted a written charter

of the Audit Committee which is available on Complete Solaria’s website.

Compensation Committee

The Compensation Committee consists of Daniel

McCranie, who serves as the chairperson, Devin Whatley and Tidjane Thiam.

The Board of Directors has determined that each current member

of the Compensation Committee is independent.

The Board of Directors has also determined that each current committee member and a former

member of the Compensation Committee — Antonio R.

Alvarez — is a “non-employee director”

as defined in Rule 16b-3 promulgated under the Exchange Act.

Alvarez resigned from the Compensation Committee during

Alvarez is not an independent director, Section 5605(d)(2)(B) of the Nasdaq listing standards

nonetheless permitted the appointment of a non-independent director to the compensation committee if the board of directors, under exceptional

and limited circumstances, determines that the non-independent director’s membership is required by the best interests of the Company

and its stockholders.

Alvarez’s extensive experience with Complete Solaria and familiarity with the industry,

the Board of Directors previously concluded that Mr.

Alvarez’s appointment to, and membership on, the Compensation Committee

Alvarez’s resignation from the Compensation Committee was in the best interests of Complete Solaria and its stockholders.

The Compensation Committee assesses and monitors whether SunPower’s compensation plans, policies and programs comply with applicable

legal and regulatory requirements.

Board of Directors has formed an Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

of Directors may from time to time establish other committees.

Chief Executive Officer, Chief Financial Officer and other executive officers regularly report to the non-executive Directors and each

standing committee to ensure effective and efficient oversight of its activities and to assist in proper risk management and the ongoing

evaluation of management controls.

Audit Committee consists of Ronald Pasek, who serves as the chairperson, Adam Gishen, and Lothar Maier.

Each member of the Audit Committee

qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3

under the Exchange Act.

Our Board of Directors has determined that Ronald Pasek qualifies as an “audit committee financial

expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses the requisite financial expertise

required under the applicable requirements of Nasdaq.

As discussed above, our Board of Directors has also determined that Ronald Pasek

is an independent director.

responsibilities of the Audit Committee include, among other things:

helping the Board of Directors

oversee corporate accounting and financial reporting processes;

managing the selection,

engagement and qualifications of a qualified firm to serve as the independent registered public accounting firm to audit SunPower’s

financial statements;

helping to ensure the independence

and performance of the independent registered public accounting firm;

discussing the scope and

results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants,

SunPower’s interim and year-end operating results;

developing procedures for

employees to submit concerns anonymously about questionable accounting or audit matters;

reviewing policies on financial

risk assessment and financial risk management;

reviewing related party

transactions;

obtaining and reviewing

a report by the independent registered public accounting firm at least annually, that describes SunPower’s internal quality-control

procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law;

approving (or, as permitted,

pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

Board of Directors adopted a written charter of the Audit Committee which is available on SunPower’s website.

Compensation Committee consists of Devin Whatley, who serves as the chairperson, Lothar Maeir and Jamie Haenggi.

The Board of Directors

has determined that each current member of the Compensation Committee is independent.

The Board of Directors has also determined that

each current committee member and a former member of the Compensation Committee — Antonio R.

a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Alvarez resigned

from the Compensation Committee during April 2025.

Alvarez is not an independent director, Section 5605(d)(2)(B) of

the Nasdaq listing standards nonetheless permitted the appointment of a non-independent director to the compensation committee if the

Board of Directors, under exceptional and limited circumstances, determines that the non-independent director’s membership is required

by the best interests of the Company and its stockholders.

Alvarez’s extensive experience with SunPower and familiarity

with the industry, the Board of Directors previously concluded that Mr.

Alvarez’s appointment to, and membership on, the Compensation

Committee prior to Mr.

Alvarez’s resignation from the Compensation Committee was in the best interests of SunPower and its

stockholders.

Further, a majority of the members of the Compensation Committee are independent directors.

The responsibilities of the Compensation Committee

● reviewing and approving, or recommending that the Board of

Directors approve, the compensation of Complete Solaria’s executive officers and senior management;

● reviewing and recommending to the Board of Directors the compensation

of Complete Solaria’s directors;

● reviewing and approving, or recommending that the Board of

Directors approve, the terms of compensatory arrangements with Complete Solaria’s executive;

● administering Complete Solaria’s stock and equity incentive

● selecting independent compensation consultants and assessing

whether there are any conflicts of interest with any of the committee’s compensation advisors;

● reviewing, approving, amending and terminating, or recommending

that the Board of Directors approve, amend or terminate, incentive compensation and equity plans, severance agreements, change-of-control

protections and any other compensatory arrangements for Complete Solaria’s executive officers and other senior management, as appropriate;

● reviewing and establishing general policies relating to compensation

and benefits of Complete Solaria’s employees;

● reviewing Complete Solaria’s overall compensation.

The Board of Directors adopted a written charter

for the Compensation Committee which is available on Complete Solaria’s website.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee

consists of Ronald Pasek, who serves as the chairperson, and Adam Gishen.

The responsibilities of the Nominating and Corporate Governance

Committee are:

● identifying, evaluating and selecting, or recommending that

the Board of Directors approve, nominees for election to the Board of Directors;

● evaluating the performance of the Board of Directors and of

individual directors;

● evaluating the adequacy of Complete Solaria’s corporate

governance practices and reporting;

● reviewing management succession plans;

● developing and making recommendations to the Board of Directors

regarding corporate governance guidelines and matters.

The Board of Directors adopted a written charter

of the Nominating and Corporate Governance Committee which is available on Complete Solaria’s website.

The Nominating and Corporate Governance Committee

evaluates all candidates for director thoroughly, whether they are recommended by the management team, stockholders or third parties,

in accordance with the needs of the Board of Directors and the qualifications of the candidate.

Code of Ethical Business Conduct

Complete Solaria has adopted a code of ethical

business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial

officer and principal accounting officer, and is available on Complete Solaria’s website at https://investors.completesolar.com/corporate-governance.

Complete Solaria’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

responsibilities of the Compensation Committee are:

reviewing and approving,

or recommending that the Board of Directors approve, the compensation of SunPower’s executive officers and senior management;

reviewing and recommending

to the Board of Directors the compensation of SunPower’s Directors;

reviewing and approving,

or recommending that the Board of Directors approve, the terms of compensatory arrangements with SunPower’s executives;

administering SunPower’s

stock and equity incentive plans;

selecting independent compensation

consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

reviewing, approving, amending

and terminating, or recommending that the Board of Directors approve, amend or terminate, incentive compensation and equity plans,

severance agreements, change-of-control protections and any other compensatory arrangements for SunPower’s executive officers

and other senior management, as appropriate;

reviewing and establishing

general policies relating to compensation and benefits of SunPower’s employees;

reviewing SunPower’s

overall compensation.

Board of Directors adopted a written charter for the Compensation Committee which is available on SunPower’s website.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of Jamie Haenggi, who serves as the chairperson, Ron Pasek, Tidjane Thiam, and

The responsibilities of the Nominating and Corporate Governance Committee are:

identifying, evaluating

and selecting, or recommending that the Board of Directors approve, nominees for election to the Board of Directors;

evaluating the performance

of the Board of Directors and of individual Directors;

evaluating the adequacy

of SunPower’s corporate governance practices and reporting;

reviewing management succession

developing and making recommendations

to the Board of Directors regarding corporate governance guidelines and matters.

Board of Directors adopted a written charter of the Nominating and Corporate Governance Committee which is available on SunPower’s

Nominating and Corporate Governance Committee evaluates all candidates for Director thoroughly, whether they are recommended by the management

team, stockholders or third parties, in accordance with the needs of the Board of Directors and the qualifications of the candidate.

of Ethical Business Conduct

has adopted a code of ethical business conduct that applies to all of its Directors, officers and employees, including its principal

executive officer, principal financial officer and principal accounting officer, and is available on SunPower’s website at https://investors.sunpower.com/corporate-governance/governance-overview.

SunPower’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K.

If we grant any waiver from a provision of the code of ethical business conduct to any executive officer or Director, we will disclose

it on our website.

Compensation Committee Interlocks and Insider

Participation

No member of the Compensation Committee was at

any time during 2024, or at any other time, one of Complete Solaria’s officers or employees, except Mr.

Alvarez who served

as Complete Solaria’s president until March 2023.

None of Complete Solaria’s executive officers has served as a director

or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers

served as a director of our Board of Directors or member of the Compensation Committee.

Insider Trading Policy

We have adopted an insider trading policy that

applies to all of our directors and to certain of our employees and consultants.

This policy prohibits engaging in short sales, transactions

in put or call options, hedging transactions, or other inherently speculative transactions with respect to our securities or derivative

securities at any time.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws,

rules and regulations, as well as applicable Nasdaq listing standards.

A copy of our insider trading policy is included as Exhibit 19.1

to this Annual Report on Form 10-K.

Delinquent Section 16(a) Reports

Based solely on our review of such forms furnished

to the Company and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were timely made during fiscal 2024, with the exception of the following late

Rodgers was late filing Form 4s relating to the issuance of the First SAFE (as defined below), the

issuance of the Second SAFE (as defined below), the amendment of the First SAFE and Second SAFE and related issuance of the Amendment

Shares (as defined below), the issuance of the Rodgers Group SAFE, and the sale and issuance of the July 2024 Notes (as defined below);

(2) Tidjane Thiam was late filing a Form 4 relating to the sale of shares by him on December 17, 2025;

(3) William Anderson

was late filing Forms 4 in connection with the exercise of the restricted stock unit originally issued to him on August 30, 2024 and with

respect to stock option awards granted to him on February 1, 2024 and April 10, 2024;

(4) Chris Lundell was late filing a Form 4 in connection

with the issuance of a stock option award granted on April 29, 2024;

and (5) Daniel Foley was late filing a Form 4 in connection with

the issuance of a stock option award granted on June 11, 2024.

Committee Interlocks and Insider Participation

member of the Compensation Committee was at any time during 2025, or at any other time, one of SunPower’s officers or employees,

Alvarez who previously served on the Compensation Committee also served as the Company’s president until March 2023.

None of SunPower’s executive officers has served as a director or member of a compensation committee (or other committee serving

an equivalent function) of any entity, one of whose executive officers served as a Director of our Board of Directors or member of the

Compensation Committee.

Trading Policy

We have adopted an insider

trading policy that applies to all of our Directors, our executive officers and to certain of our other employees and consultants.

policy prohibits engaging in short sales, transactions in put or call options, hedging transactions, or other inherently speculative transactions

with respect to our securities or derivative securities at any time.

We believe our insider trading policy is reasonably designed to promote

compliance with insider trading laws, rules and regulations, as well as applicable Nasdaq listing standards.

A copy of our insider trading

policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

Section 16(a) Reports

solely on our review of such forms furnished to the Company and written representations from certain reporting persons, we believe that

all filing requirements applicable to our executive officers, Directors and greater than 10% beneficial owners were timely made during

fiscal 2025, with the exception of:

Maier’s Form 3 filed on March 18, 2026 and his Form 5 filed on March 18, 2026 relating

to his annual director RSU award issued on May 23, 2025 (the “May 2025 Director Grant”) (and the related missed Form 4 filing);

Anderson’s Form 5 filed on March 5, 2026 relating to his May 2025 Director Grant (and the related missed Form 4 filing);

Pasek’s Form 5 filed on February 25, 2026 relating to his May 2025 Director Grant (and the related missed Form 4 filing);

Whatley’s Form 5 filed on February 18, 2026 relating to his May 2025 Director Grant (and the related missed Form 4 filing);

Lundell’s Form 5 filed on February 18, 2026 relating to his May 2025 Director Grant (and the related missed Form 4 filing);

Thiam’s Form 5 filed on February 18, 2026 relating to his May 2025 Director Grant and other open market purchase and sales

completed between December 17, 2024 and December 16, 2025 (and related missed Form 4 filings);

Gishen’s Form 5 filed on

February 17, 2026 relating to his May 2025 Director Grant (and related missed Form 4 filing);

Alvarez’s Form 5 filed on

February 17, 2026 relating to his May 2025 Director Grant (and related missed Form 4 filing);

McCranie’s Form 5 filed on

February 17, 2026 relating to his May 2025 Director Grant and July 9, 2025 restricted stock unit award (and related missed Form 4 filings);

Haenggi’s Form 3 filed on October 29, 2025 relating to her appointment as a director on May 29, 2025;

Form 4 filed on October 28, 2025 relating to open market sales completed on October 23, 2025;

Rodgers’s Form 4 filed on

July 15, 2025 with respect to a note purchase on July 10, 2025;

Gishen’s Form 4 filed on May 28, 2025 relating to open

market sales on May 16, 2025;

Nguyen did not file a Form 3 relating to her role as interim Chief Financial Officer.

EXECUTIVE COMPENSATION

Employment Agreements

Prior to the Closing of the Business Combination,

FACT did not enter into any employment agreements with its executive officers and did not make any agreements to provide benefits upon

termination of employment.

Executive Officers and Director Compensation

No FACT executive officers or directors received

any cash compensation for services rendered to FACT prior to the Business Combination.

FACT paid its sponsor or an affiliate thereof

up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management

team and other expenses and obligations of our sponsor.

Executive officers and directors, or any of their respective affiliates were reimbursed

for any out-of-pocket expenses incurred in connection with activities on FACT’s behalf such as identifying potential target businesses

and performing due diligence on suitable business combinations.

Complete Solaria

Complete Solaria has opted to comply with the

executive compensation disclosure rules applicable to emerging growth companies.

The scaled down disclosure rules are those applicable

to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933,

as amended (the “ Securities Act ”), which require compensation disclosure for all individuals serving as Complete

Solaria’s principal executive officer during 2024, the two most highly compensated executive officers of Complete Solaria, other

than the principal executive officer, whose total compensation for 2024 exceeded $100,000 and who were serving as executive officers as

of December 29, 2024, and up to two additional individuals for whom disclosure under the applicable rules would have been provided

has opted to comply with the executive compensation disclosure rules applicable to emerging growth companies.

The scaled down disclosure

rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities

Act of 1933, as amended (the “ Securities Act ”), which require compensation disclosure for all individuals

serving as SunPower’s principal executive officer during 2025, the two most highly compensated executive officers of SunPower,

other than the principal executive officer, whose total compensation for 2025 exceeded $100,000 and who were serving as executive officers

as of December 28, 2025, and up to two additional individuals for whom disclosure under the applicable rules would have been provided

but for the fact that such individuals were not serving as executive officers at the end of 2025.

Complete Solaria refers to these individuals

as “named executive officers.” For 2024, Complete Solaria’s named executive officers were:

(T.J.) Rodgers, Complete Solaria’s Chief

Executive Officer and Executive Chairman;

● Chris Lundell, Complete Solaria’s former Chief Executive

● Daniel Foley, Complete Solaria’s Chief Financial Officer;

● Brian Wuebbels, Complete Solaria’s former Chief Financial

Officer and former Chief Operations Officer.

Complete Solaria believes its compensation program

should promote the success of the Company and align executive incentives with the long-term interests of its stockholders.

Complete Solaria’s

current compensation programs reflect its startup origins in that they consist primarily of salary and equity-based awards.

Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as circumstances

During 2024, Mr.

Rodgers did not receive

any separate compensation in his role as our Chief Executive Officer.

Summary Compensation Table

The following table shows information regarding

the compensation of Complete Solaria’s named executive officers for services performed in the fiscal year ended December 29,

2024 and in the fiscal year ended December 31, 2023.

Name and Principal Position

Option Awards (1)

All Other Compensation

SunPower refers to these individuals

as “named executive officers.” For fiscal 2025, the Company’s named executive officers were:

(T.J.) Rodgers,

Chief Executive Officer

$ 474,761 (4)

our Chief Executive Officer and Executive Chairman;

Jeanne Nguyen, our Chief

Accounting Officer and Interim Chief Financial Officer;

Daniel Foley, our former

Chief Financial Officer.

Chris Lundell

$ 152,876 (5)

Former Chief Executive Officer (2)

Brian Wuebbels

$ 280,732 (6)

Former Chief Financial Officer and former Chief Operation Officer (3)

(1) Amounts reported in this column do not reflect the amounts

actually received by Complete Solaria’s named executive officers.

Instead, these amounts reflect the aggregate grant-date fair

value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based

believe our compensation program should promote the success of our Company and align executive incentives with the long-term interests

of its stockholders.

Our current compensation programs reflect its startup origins in that they consist primarily of salary and equity-based

As SunPower’s needs evolve, we intend to continue to evaluate our philosophy and compensation programs as circumstances

2025 and 2024, Mr.

Rodgers did not receive any separate compensation in his role as our Chief Executive Officer.

Compensation Table

following table shows information regarding the compensation of SunPower’s named executive officers for services performed in the

fiscal year ended December 28, 2025 and in the fiscal year ended December 29, 2024.

and Principal Position

(T.J.) Rodgers

Executive Officer

Accounting Officer and Interim Chief Financial Officer and Chief Accounting Officer

Chief Financial Officer

Amounts reported in this

column do not reflect the amounts actually received by SunPower’s named executive officers.

Instead, these amounts reflect

the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based

Compensation .

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to

service-based vesting conditions.

Unless otherwise noted in the footnotes below, the shares underlying these options vest in 48 equal

monthly installments, subject to the named executive officer’s continued service at each vesting date.

Lundell stepped down as the Chief Executive Officer

in April 2024.

Wuebbels stepped down as the Chief Financial Officer

in April 2024.

Wuebbels stepped down as Chief Operations Officer effective as of August 16, 2024.

(4) 20% of the total shares underlying this option award vests

on July 1, 2025, with the remaining 80% of the shares underlying the option award vesting in 48 equal monthly installments thereafter.

(5) Consists of two awards:

(a) 94,452 shares underlying

the option granted on December 3, 2024 vested on May 19, 2024;

and (b) of the remaining shares, 1/60 th of such

shares started vesting monthly beginning on June 19, 2024 and vest through May 19, 2029.

(6) 32.7% of the shares vested on August 16, 2024, and the

remaining shares were forfeited.

Outstanding Equity Awards at December 29,

The following table presents information regarding

the outstanding option awards held by each of the named executive officers as of December 29, 2024:

Unexercisable

Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements - Note 15

– Stock-Based Compensation ”.

As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures

related to service-based vesting conditions.

Unless otherwise noted in the footnotes below, the shares underlying these options vest

in 48 equal monthly installments, subject to the named executive officer’s continued service at each vesting date.

Nguyen joined the Company

in September 2024 and was appointed as our Interim Chief Financial Officer in July 2025.

Nguyen’s base salary amount is

pro-rated for 2024.

On February 2, 2026, Ms.

Nguyen resigned as the Interim Chief Financial Officer, and she now serves as our Chief

Accounting Officer.

Foley resigned as our

Chief Financial Officer in July 2025.

Foley’s base salary amount is pro rated for 2025, and the amount reflected as All Other

Compensation comprises cash payments made in connection with his separation from the Company.

In connection with Mr.

Foley’s separation

from the Company on July 25, 2025, the Company accelerated the vesting of 57,471 restricted stock units (equal to $100,000), in accordance

with the terms of his separation agreement.

Includes 250,000 restricted

stock units issued in April 2025, of which 19,970 of the RSUs were vested at the time of Mr.

Foley’s separation from the Company.

Foley’s separation, the remaining unvested restricted stock units were canceled.

20% of the total shares

underlying this option award vested on July 1, 2025.

Foley’s separation from the Company, the remaining unvested

shares underlying this option were forfeited.

Equity Awards at December 28, 2025

following table presents information regarding the outstanding option awards and RSUs held by each of the named executive officers as

of December 28, 2025:

Unexerciseable

(T.J.) Rodgers

Chris Lundell

Brian Wuebbels

(1) All option awards were granted pursuant to the 2023 Plan.

(2) 100% of the total shares underlying the option award vested

on the one-year anniversary of the grant date.

(3) 20% of the total shares underlying the option award vest

on 7/1/2025, thereafter the remaining 80% of shares underlying the option award vest in 48 equal monthly installments.

(4) 100% of the total shares underlying the option award vested

on 5/19/2024.

(5) 1/60 th of the total shares underlying the

option award vest in 60 equal monthly installments, beginning 6/19/2024.

(6) Reflects portion of award remaining after the cancellation

of the award with respect to 504,385 shares on August 16, 2024.

(7) Reflects portion of award remaining after the cancellation

of the award with respect to 265,725 shares on September 9, 2024.

Employment Arrangements with Named Executive

Each of Complete Solaria’s named executive

officers is or was an at-will employee.

Rodgers is not currently a party to any

employment agreement or other understanding with respect to compensation as our Chief Executive Officer.

Rodgers did not receive

separate compensation in his role as Chief Executive Officer during 2024.

On Jun 7, 2024, we entered into an executive employment

agreement with Mr.

Foley, which became effective on July 1, 2024 (the “ Foley Agreement ”).

to the Foley Agreement.

Foley is entitled to a base salary of $275,000 per year, and he will be eligible for an annual bonus

of 50% of his gross salary.

Foley also received an option to purchase 500,000 shares of our common stock, subject to a five-year

vesting schedule.

The Foley Agreement also provides that if Mr.

Foley’s employment is terminated for any reason other than

cause (as defined in the Foley Agreement), death or disability, or if he resigns for good reason (as defined in the Foley Agreement),

and provided that in either case such termination constitutes a separation from service (as defined in the Foley Agreement), then subject

Foley executing a release agreement in Complete Solaria’s favor, and continuing to comply with all of his obligations

to Complete Solaria and its affiliates, he will receive the following benefits:

(a) payment of Mr.

Foley’s earned but

unpaid base salary;

(b) payment of such officer of any unpaid bonus, with respect to the fiscal year immediately preceding the fiscal

year in which such termination or such resignation occurs;

applicable plans and programs of the Company;

(d) a severance payment equal to six months of Mr.

Foley’s then base

salary plus a pro rata portion of Mr.

Foley bonus with respect to the fiscal year in which such termination or such resignation occurs.

Chris Lundell

On December 7, 2023, we entered into an executive

employment with Chris Lundell to serve as our Chief Executive Officer (the “ Lundell Agreement ”).

the Lundell Agreement, Mr.

Lundell was entitled to a base salary of $450,000 per year, and he was eligible for an annual bonus of

75% of his gross salary.

Lundell also was previously granted an option to purchase 3,000,000 shares of our Common Stock.

Lundell Agreement provided that if Mr.

Lundell’s employment was terminated for any reason other than cause (as defined in the

Lundell Agreement), death or disability, or if he resigned for good reason (as defined in the Lundell Agreement), and provided that in

either case such termination constitutes a separation from service (as defined in the Lundell Agreement) and the separation is not on

or within 12 months following a change of control, then subject to his executing a release agreement in our favor, and continuing

to comply with all of his obligations to Complete Solaria and our affiliates, he would receive the following benefits:

Lundell’s earned but unpaid base salary;

(b) payment of any unpaid bonus, with respect to the fiscal year immediately

preceding the fiscal year in which such termination or such resignation occurs;

be entitled under any applicable plans and programs of Complete Solaria;

(d) a severance payment equal to six months of Mr.

then-base salary plus a pro rata portion of Mr.

Lundell’s bonus with respect to the fiscal year in which such termination or

such resignation occurs;

(e) if he timely and properly elects to continue group health care coverage under the Consolidated Omnibus

Budget Reconciliation Act of 1985 (“ COBRA ”), payment of Mr.

Lundell’s COBRA premium expenses

until the earliest of (i) the six-month anniversary of the termination date;

(ii) the date he is no longer eligible to receive

COBRA continuation coverage;

and (iii) the date on which he becomes eligible to receive substantially similar coverage from another

and (f) the applicable post-termination exercised period for any vested options will extend to the earlier of (i) the

six-month anniversary of the termination date, (ii) the expiration date of the option or (iii) earlier termination upon a corporate

On April 24, 2024 (the “ Lundell

Separation Date ”), Mr.

Lundell stepped down as Chief Executive Officer.

Pursuant to Mr.

Lundell’s Separation

Agreement, dated May 19, 2024, he received:

● cash severance in an amount equal to six months of his

base salary in effect as of the Lundell Separation Date, payable in installments beginning on the date that is the 60 th day

following the Lundell Separation Date;

● reimbursement of premiums, if any, for up to twelve (12) months

following the Lundell Separation Date, provided proof of enrollment, for group healthcare coverage under COBRA;

● 350,000 stock options with 100,000 options vesting immediately,

and with the remaining 250,000 stock options vesting monthly at 1/60 th of the total value over five (5) years contingent

upon continuing support to the Company;

● retention of the 94,452 options that were granted to Mr.

as a board member on December 3, 2023.

Brian Wuebbels

On April 24, 2024, we entered into an executive

employment agreement (the “ Wuebbels Agreement ”) with Brian Wuebbels to serve as Chief Operations Officer.

was promoted from his position as Chief Financial Officer of the Company to Chief Operations Officer as of such date.

Pursuant to the Wuebbels Agreement, Mr.

was entitled to a base salary of $330,000 per year, and he was eligible for an annual bonus of 50% of his gross salary.

also previously was granted an option to purchase 750,000 shares of our Common Stock.

The Wuebbels Agreement also provides that if Mr.

employment was terminated for any reason other than cause (as defined in the Wuebbels Agreement), death or disability, or if such officer

resigns for good reason (as defined in the Wuebbels Agreement), and provided that in either case such termination constitutes separation

from service (as defined in the Wuebbels Agreement) and the separation is not on or within 12 months following a change of control,

then subject to Mr.

Wuebbels executing a release agreement in Complete Solaria’s favor, and continuing to comply with all of

his obligations to Complete Solaria and its affiliates, he will receive the following benefits:

All option awards were

granted pursuant to the 2023 Plan.

Market value is based on a share price of $1.62 at the close of business on December 26, 2025.

100% of the total shares

underlying the option award vested on the one-year anniversary of the grant date.

20% of the total shares underlying

the option award vested on July 1, 2025.

As a result of Mr.

Foley’s separation from the Company, no further portion of the

options are exercisable and the unvested portions of the options expired.

Arrangements with Named Executive Officers

of SunPower’s named executive officers is or was an at-will employee.

is not currently a party to any employment agreement or other understanding with respect to compensation as our Chief Executive Officer.

Rodgers did not receive separate compensation in his role as Chief Executive Officer during 2024 or 2025.

October 3, 2024, we entered into an employment agreement with Jeanne Nguyen in connection with her appointment as Chief Accounting Officer.

Pursuant to the agreement, Ms.

Nguyen is entitled to an annual base salary of $350,000 and is eligible to receive an annual bonus with

a target of 50% of her base salary, subject to the achievement of performance objectives and the financial condition of the Company.

Her employment is at-will and does not provide for any severance benefits.

Jun 7, 2024, we entered into an executive employment agreement with Mr.

Foley, which became effective on July 1, 2024 (the

“ Foley Agreement ”).

Pursuant to the Foley Agreement.

Foley was entitled to a base salary of $275,000

per year, and he was eligible for an annual bonus of 50% of his gross salary.

Foley also received an option to purchase 500,000

shares of our common stock, subject to a five-year vesting schedule.

The Foley Agreement also provided that if Mr.

employment was terminated for any reason other than cause (as defined in the Foley Agreement), death or disability, or if he resigned

for good reason (as defined in the Foley Agreement), and provided that in either case such termination constituted a separation from

service (as defined in the Foley Agreement), then subject to Mr.

Foley executing a release agreement in the Company’s favor,

and continuing to comply with all of his obligations to the Company and its affiliates, he was entitled to receive the following benefits:

(a) payment of Mr.

earned but unpaid base salary;

(b) payment to Mr.

Wuebbels of any unpaid bonus, with respect to the fiscal year immediately

preceding the fiscal year in which such termination or such resignation occurs;

Wuebbels of any vested benefits

to which he may be entitled under any applicable plans and programs of the Company;

Foley’s earned but unpaid base salary;

(b) payment of any unpaid bonus, with respect to the fiscal

year immediately preceding the fiscal year in which such termination or such resignation occurs;

to which he was entitled to under any applicable plans and programs of the Company;

(d) a severance payment equal to six months

Wuebbels then base salary plus a pro rata portion of Mr.

Wuebbels bonus with respect to the fiscal year in which such

Foley’s then base salary plus a pro rata portion of Mr.

Foley bonus with respect to the fiscal year in which such

termination or such resignation occurs.

Wuebbels timely and properly elects to continue group health care coverage

under COBRA, payment of Mr.

Wuebbels’s COBRA premium expenses until the earliest of (i) the three-month anniversary of

the termination date;

(ii) the date Mr.

Wuebbels is no longer eligible to receive COBRA continuation coverage;

and (iii) the

date on which Mr.

Wuebbels becomes eligible to receive substantially similar coverage from another employer;

and (f) the applicable

post-termination exercised period for any vested options will extend to the earlier of (i) the six-month anniversary of the termination

date, (ii) the expiration date of the option or (iii) earlier termination upon corporate transaction.

Effective August 16, 2024, Brian Wuebbels

resigned as our Chief Operations Officer.

On June 30, 2024, we entered into an employment extension agreement (the

“ Extension Agreement ”) with Mr.

Pursuant to the Extension Agreement, Mr.

health benefits continued through August 31, 2024, and Mr.

Wuebbels received accelerated vesting of 208,115 of the 750,000 options

that he was granted in April 2024.

Base salaries are intended to provide a level

of compensation sufficient to attract and retain an effective management team, when considered in combination with the other components

of the executive compensation program.

In general, Complete Solaria seeks to provide a base salary level designed to reflect each executive

officer’s scope of responsibility and accountability.

Beginning January 1, 2024, each of our named

executive officers (other than Mr.

Rodgers) was eligible for an annual bonus of 50% of such officer’s annual gross salary,

based on criteria determined by our Board of Directors, including, but not limited to, the satisfaction of minimum performance standards,

and the achievement of budgetary and other objectives, set by our Board of Directors in its sole and absolute discretion.

named executive officers received a cash bonus during 2024.

Director Compensation

We did not pay any compensation to our directors

or issue any equity awards to our directors during 2024.

Executive Compensation

Complete Solaria’s Compensation Committee

oversees the compensation policies, plans and programs and reviews and determines compensation to be paid to executive officers, directors

and other senior management, as appropriate.

The compensation policies followed by Complete Solaria are intended to provide for compensation

that is sufficient to attract, motivate and retain executives of Complete Solaria and potential other individuals and to establish an

appropriate relationship between executive compensation and the creation of stockholder value.

Nonqualified Deferred Compensation

Complete Solaria’s named executive officers

did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete Solaria during 2024.

The Board of Directors may elect to provide officers and other employees with nonqualified deferred compensation benefits in the future

if it determines that doing so is in the Company’s best interests.

Pension Benefits

Complete Solaria’s named executive officers

did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria during 2024.

Employee Benefit Plans

Equity-based compensation has been and will continue

to be an important foundation in executive compensation packages as Complete Solaria believes it is important to maintain a strong link

between executive incentives and the creation of stockholder value.

Complete Solaria believes that performance and equity-based compensation

can be an important component of the total executive compensation package for maximizing stockholder value while, at the same time, attracting,

motivating and retaining high-quality executives.

In July 2023, our Board of Directors adopted the 2023 Equity Incentive Plan (the

“ 2023 Plan ”) and the Employee Stock Purchase Plan (the “ ESPP ” ).

The 2023 Plan

and the ESPP became effective immediately upon the Closing of the Business Combination.

Below is a description of the 2023 Plan, the ESPP,

Complete Solaria’s 2022 Stock Plan (the “ 2022 Plan ”), Complete Solaria’s 2011 Stock Plan (the “ 2011

Plan ”), Complete Solaria’s 2016 Stock Plan (the “ 2016 Plan ”) and Complete Solaria’s

2006 Stock Plan (the “ 2006 Plan ”).

The 2022 Plan is the successor of the 2021 Stock Plan of Legacy Complete

Solaria, which was amended and assumed by Complete Solaria in connection with a merger transaction completed prior to the Business Combination

by Complete Solaria (the “ Prior Transaction ”).

The 2011 Plan is the 2011 Stock Plan of Legacy Complete Solaria

that was assumed by Complete Solaria in the Prior Transaction.

The 2022 Plan, 2016 Plan, 2011 Plan and 2006 Plan are collectively referred

to as the “ Legacy Plans ”.

The 2016 Plan and the 2006 Plan are the stock

plans of Solaria that were assumed by Complete Solaria in the Prior Transaction.

In July 2023, our board of directors adopted and our stockholders approved

the 2023 Plan.

The 2023 Plan became effective immediately upon the closing.

Any individual who is an employee of Complete

Solaria or any of its affiliates, or any person who provides services to Complete Solaria or its affiliates, including consultants and

members of Complete Solaria’s Board, is eligible to receive awards under the 2023 Plan at the discretion of the plan administrator.

The 2023 Plan provides for the grant of incentive

stock options (“ ISOs ”), within the meaning of Section 422 of the Code to employees, including employees of any

parent or subsidiary, and for the grant of nonstatutory stock options (“ NSOs ”), stock appreciation rights, restricted

stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including

employees and consultants of Complete Solaria’s affiliates.

Authorized Shares .

a maximum number of 11,147,034 (after giving effect to the evergreen increase effective as of January 1, 2025) of shares of Complete Solaria

Common Stock may be issued under the 2023 Plan.

In addition, the number of shares of Complete Solaria Common Stock reserved for issuance

connection with Mr.

Foley’s resignation from the Company, the Company and Mr.

Foley entered into a settlement and release agreement

in August 2025 pursuant to which Mr.

Foley received (a) cash severance payments in the total amount of $100,000 and (b) 57,741 fully-vested

restricted stock units.

salaries are intended to provide a level of compensation sufficient to attract and retain an effective management team, when considered

in combination with the other components of the executive compensation program.

In general, SunPower seeks to provide a base salary level

designed to reflect each executive officer’s scope of responsibility and accountability.

January 1, 2024, each of our named executive officers (other than Mr.

Rodgers) was eligible for an annual bonus of 50% of such

officer’s annual gross salary, based on criteria determined by our Board of Directors, including, but not limited to, the satisfaction

of minimum performance standards, and the achievement of budgetary and other objectives, set by our Board of Directors in its sole and

absolute discretion.

None of our named executive officers received a cash bonus during 2024.

During 2025, each of Ms.

Nguyen and Mr.

Foley received a $1,500 cash bonus.

did not pay any compensation to our Directors or issue any equity awards to our Directors during 2024.

During 2025, we did not have a

formal policy relating to the compensation of our non-employee directors.

In fiscal 2025, we granted our directors restricted stock units

for their contributions to the operations of the business.

Additional restricted stock units were issued to Messrs.

Anderson and McCranie

in consideration of the additional consulting services and support provided to the Company during 2025.

The following table provides

the compensation for each member of the Board of Directors for 2025:

Daniel McCranie

2,217,185 (2)

The total shares underling

the RSU award were fully vested on the grant date

243,169 shares under Mr.

McCranie’s RSU awards were fully vested

on the grant date.

McCranie received a onetime grant of 1,000,000 RSUs in 2025 that vest in equal monthly installments over five years.

Compensation Committee oversees the compensation policies, plans and programs and reviews and determines compensation to be paid to executive

officers, directors and other senior management, as appropriate.

The compensation policies followed by SunPower are intended to provide

for compensation that is sufficient to attract, motivate and retain executives of SunPower and potential other individuals and to establish

an appropriate relationship between executive compensation and the creation of stockholder value.

Deferred Compensation

named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by

SunPower during fiscal 2024 or 2025.

The Board of Directors may elect to provide officers and other employees with nonqualified deferred

compensation benefits in the future if it determines that doing so is in the Company’s best interests.

named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by

SunPower during fiscal 2024 or 2025.

Benefit Plans

compensation has been and will continue to be an important foundation in executive compensation packages as SunPower believes it is important

to maintain a strong link between executive incentives and the creation of stockholder value.

SunPower believes that performance and

equity-based compensation can be an important component of the total executive compensation package for maximizing stockholder value

while, at the same time, attracting, motivating and retaining high-quality executives.

In July 2023, our Board of Directors adopted

the 2023 Equity Incentive Plan, as subsequently amended (the “ 2023 Plan ”) and the Employee Stock Purchase Plan

(the “ ESPP ” ).

The 2023 Plan and the ESPP became effective immediately upon the Closing of the Business

is a description of the 2023 Plan, the ESPP, Complete Solaria’s 2022 Stock Plan (the “ 2022 Plan ”), Complete

Solaria’s 2011 Stock Plan (the “ 2011 Plan ”), Complete Solaria’s 2016 Stock Plan (the “ 2016

Plan ”) and Complete Solaria’s 2006 Stock Plan (the “ 2006 Plan ”).

The 2022 Plan is the successor

of the 2021 Stock Plan of Legacy Complete Solaria, which was amended and assumed by Complete Solaria in connection with a merger transaction

completed prior to the Business Combination by Complete Solaria (the “ Prior Transaction ”).

The 2011 Plan is

the 2011 Stock Plan of Legacy Complete Solaria that was assumed by Complete Solaria in the Prior Transaction.

The 2022 Plan, 2016 Plan,

2011 Plan and 2006 Plan are collectively referred to as the “ Legacy Plans ”.

2016 Plan and the 2006 Plan are the stock plans of Solaria that were assumed by Complete Solaria (n/k/a SunPower) in the Prior Transaction.

July 2023, our Board of Directors adopted and our stockholders approved the 2023 Plan.

The 2023 Plan became effective immediately upon

At our 2025 annual meeting of stockholders, our stockholders approved the first amendment to the 2023 Plan and at our special

meeting of stockholders in March 2026, our stockholders approved the second amendment to the 2023 Plan.

As amended, a total of 44,573,109

shares of common stock are reserved for issuance under the 2023 Plan.

individual who is an employee of the Company or any of its affiliates, or any person who provides services to the Company or its affiliates,

including consultants and members of the Company’s Board, is eligible to receive awards under the 2023 Plan at the discretion of

the plan administrator.

The 2023 Plan provides for the grant of incentive stock options (“ ISOs ”), within the meaning of Section 422

of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“ NSOs ”),

stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees,

directors and consultants, including employees and consultants of the Company’s affiliates.

A maximum number of 44,573,109 shares of the Company’s common stock may be issued under the 2023 Plan (which number

of shares of common stock includes additional shares of common stock available for issuance as a result of the automatic increase thereto

as of January 1, 2026 as contemplated by the next sentence).

In addition, the number of shares of the common stock reserved for issuance

under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033,

in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s Common Stock outstanding on December

31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s Board

prior to the date of the increase.

The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise of

ISOs under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective.

The unused shares subject to stock awards granted under the 2023 Plan

that expire, lapse or are terminated, exchanged for or settled in cash, surrendered, repurchased, canceled without having been fully exercised

or forfeited, in any case, in a manner that results in Complete Solaria acquiring shares covered by the stock award at a price not greater

than the price (as adjusted pursuant to the 2023 Plan) paid by the participant for such shares or not issuing any shares covered by the

stock award, will, as applicable, become or again be available for stock award grants under the 2023 Plan.

Non-Employee Director Compensation Limit .

The aggregate

value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted and

cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total value or (2) if such non-employee director is first

appointed or elected to Complete Solaria’s Board during such calendar year, $1,500,000 in total value, in each case, calculating

the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

Plan Administration .

Complete Solaria’s Board, or a duly

authorized committee thereof, will administer the 2023 Plan and is referred to as the “plan administrator” herein.

Solaria’s Board may also delegate to one or more of Complete Solaria’s officers the authority to (1) designate employees (other

than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards.

Under the 2023 Plan,

the Complete Solaria Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted,

the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule

applicable to a stock award.

Stock Options .

ISOs and NSOs are granted under stock option

agreements adopted by the plan administrator.

The plan administrator determines the exercise price for stock options, within the terms

and conditions of the 2023 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market

value of a share of Complete Solaria Common Stock on the date of grant.

Options granted under the 2023 Plan vest at the rate specified

in the stock option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted

under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of an optionholder’s stock option agreement provide otherwise

or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete Solaria or any of Complete

Solaria’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested

options for a period of three months following the cessation of service.

This period may be extended in the event that exercise of the

option is prohibited by applicable securities laws.

Unless the terms of an optionholder’s stock option agreement provide otherwise

or as otherwise provided by the plan administrator, if an optionholder’s service relationship with Complete Solaria or any of Complete

Solaria’s affiliates ceases due to death or disability, or an optionholder dies within a certain period following cessation of service,

the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death, or

12 months following the date of disability.

In the event of a termination for cause, options generally terminate upon the termination

in an amount equal to the lesser of (1) 4% of the total number of shares of the Company’s common stock outstanding on December

31 of the preceding year, or (2) a lesser number of shares of common stock determined by SunPower’s Board prior to the date of

the increase.

unused shares subject to stock awards granted under the 2023 Plan that expire, lapse or are terminated, exchanged for or settled in cash,

surrendered, repurchased, cancelled without having been fully exercised or forfeited, in any case, in a manner that results in the Company

acquiring shares covered by the stock award at a price not greater than the price (as adjusted pursuant to the 2023 Plan) paid by the

participant for such shares or not issuing any shares covered by the stock award, will, as applicable, become or again be available for

stock award grants under the 2023 Plan.

Director Compensation Limit .

The aggregate value of all compensation granted or paid to any non-employee director with respect to

any calendar year, including awards granted and cash fees paid to such non-employee director, will not exceed (1) $1,000,000 in total

value or (2) if such non-employee director is first appointed or elected to the Company’s Board during such calendar year, $1,500,000

in total value, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for

financial reporting purposes.

Administration .

SunPower’s Board, or a duly authorized committee thereof, will administer the 2023 Plan and is referred to

as the “plan administrator” herein.

The Company’s Board may also delegate to one or more of the Company’s officers

the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares

subject to such stock awards.

Under the 2023 Plan, the Company’s Board has the authority to determine award recipients, grant dates,

the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including

the period of exercisability and the vesting schedule applicable to a stock award.

ISOs and NSOs are granted under stock option agreements adopted by the plan administrator.

The plan administrator determines

the exercise price for stock options, within the terms and conditions of the 2023 Plan, provided that the exercise price of a stock option

generally cannot be less than 100% of the fair market value of a share of the Company’s common stock on the date of grant.

granted under the 2023 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

plan administrator determines the term of stock options granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of

an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s

service relationship with the Company or any of the Company’s affiliates ceases for any reason other than disability, death, or

cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service.

period may be extended in the event that exercise of the option is prohibited by applicable securities laws.

Unless the terms of an optionholder’s

stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship

with the Company or any of the Company’s affiliates ceases due to death or disability, or an optionholder dies within a certain

period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18

months following the date of death, or 12 months following the date of disability.

In the event of a termination for cause, options generally

terminate upon the termination date.

In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase

of Complete Solaria Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include

(1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Complete Solaria Common

Stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved

by the plan administrator.

Unless the plan administrator provides otherwise, options and

stock appreciation rights generally are not transferable except by will or the laws of descent and distribution.

Subject to approval of

the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs .

The aggregate fair market

value, determined at the time of grant, of Complete Solaria’s Common Stock with respect to ISOs that are exercisable for the first

time by an award holder during any calendar year under all of Complete Solaria’s stock plans may not exceed $100,000.

portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the

grant, owns or is deemed to own stock possessing more than 10% of Complete Solaria’s total combined voting power or that of any

of Complete Solaria’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market

value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of

Restricted Stock Unit Awards .

Restricted stock unit awards

are granted under restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards will generally

be granted in consideration for a participant’s services, but may be granted in consideration for any form of legal consideration

consideration for the purchase of the Company’s common stock issued upon the exercise of a stock option will be determined by the

plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender

of shares of the Company’s common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO

or (5) other legal consideration approved by the plan administrator.

the plan administrator provides otherwise, options and stock appreciation rights generally are not transferable except by will or the

laws of descent and distribution.

Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred

pursuant to a domestic relations order.

Limitations on ISOs .

The aggregate fair market value, determined at the time of grant, of the Company’s common stock with respect

to ISOs that are exercisable for the first time by an award holder during any calendar year under all of the Company’s stock plans

may not exceed $100,000.

Options or portions thereof that exceed such limit will generally be treated as NSOs.

No ISO may be granted

to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined

voting power or that of any of the Company’s parent or subsidiary corporations unless (1) the option exercise price is at least

110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five

years from the date of grant.

Stock Unit Awards .

Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan administrator.

Restricted stock unit awards will generally be granted in consideration for a participant’s services, but may be granted in consideration

for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law.

stock unit award may be settled by cash, delivery of shares of the Company’s common stock, a combination of cash and shares of

the Company’s Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the restricted

stock unit award agreement.

Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit

Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that

have not vested will be forfeited once the participant’s continuous service ends for any reason.

Stock Awards .

Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator.

stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration

that may be acceptable to the plan administrator and permissible under applicable law.

A restricted stock unit award may be settled by

cash, delivery of shares of Complete Solaria Common Stock, a combination of cash and shares of Complete Solaria Common Stock as determined

by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement.

Additionally,

dividend equivalents may be credited in respect of shares covered by a restricted stock unit award.

Except as otherwise provided in the

applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the

participant’s continuous service ends for any reason.

Restricted Stock Awards .

Restricted stock awards are granted

under restricted stock award agreements adopted by the plan administrator.

A restricted stock award may be awarded in consideration for

cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator

and permissible under applicable law.

The plan administrator determines the terms and conditions of restricted stock awards, including

vesting and forfeiture terms.

If a participant’s service relationship with Complete Solaria ends for any reason, Complete Solaria

may receive any or all of the shares of Complete Solaria Common Stock held by the participant that have not vested as of the date the

participant terminates service with Complete Solaria through a forfeiture condition or a repurchase right.

Stock Appreciation Rights .

Stock appreciation rights are

granted under stock appreciation right agreements adopted by the plan administrator.

The plan administrator determines the strike price

for a stock appreciation right, which generally cannot be less than 100% of the fair market value of Complete Solaria Common Stock on

the date of grant.

A stock appreciation right granted under the 2023 Plan vests at the rate specified in the stock appreciation right

agreement as determined by the plan administrator.

Stock appreciation rights may be settled in cash or shares of Complete Solaria Common

Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights

granted under the 2023 Plan, up to a maximum of 10 years.

Unless the terms of a participant’s stock appreciation rights agreement

provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with Complete Solaria

or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested

stock appreciation right for a period of three months following the cessation of service.

This period may be further extended in the event

that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws.

The plan administrator determines the terms and

conditions of restricted stock awards, including vesting and forfeiture terms.

If a participant’s service relationship with the

Company ends for any reason, the Company may receive any or all of the shares of the Company’s Common Stock held by the participant

that have not vested as of the date the participant terminates service with the Company through a forfeiture condition or a repurchase

Appreciation Rights .

Stock appreciation rights are granted under stock appreciation rights agreements adopted by the plan administrator.

The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair

market value of the Company’s Common Stock on the date of grant.

A stock appreciation right granted under the 2023 Plan vests at

the rate specified in the stock appreciation rights agreement as determined by the plan administrator.

Stock appreciation rights may

be settled in cash or shares of the Company’s Common Stock or in any other form of payment, as determined by the plan administrator

and specified in the stock appreciation rights agreement.

plan administrator determines the term of stock appreciation rights granted under the 2023 Plan, up to a maximum of 10 years.

the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator,

if a participant’s service relationship with Complete Solaria or any of its affiliates, ceases due to disability or death, or a

participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested

stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death.

In the event of a termination

for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of

the individual for cause.

In no event may a stock appreciation right be exercised beyond the expiration of its term.

if a participant’s service relationship with the Company or any of its affiliates ceases for any reason other than cause, disability,

or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation

This period may be further extended in the event that exercise of the stock appreciation right following such a termination

of service is prohibited by applicable securities laws.

Unless the terms of a participant’s stock appreciation rights agreement

provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with the Company

or any of its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service,

the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of

disability and 18 months in the event of death.

In the event of a termination for cause, stock appreciation rights generally terminate

immediately upon the occurrence of the event giving rise to the termination of the individual for cause.

In no event may a stock appreciation

right be exercised beyond the expiration of its term.

The 2023 Plan permits the grant of performance awards that may be settled in stock, cash or other property.

Performance awards

The 2023 Plan permits the grant of

performance awards that may be settled in stock, cash or other property.

Performance awards may be structured so that the stock or cash

will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period.

Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise

based on, Complete Solaria Common Stock.

Other Stock Awards .

The plan administrator may grant other

awards based in whole or in part by reference to New Complete Solaria’s Common Stock.

The plan administrator will set the number

of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.

Changes to Capital Structure .

In the event there is a

specified type of change in the capital structure of Complete Solaria, such as a stock split, reverse stock split, or recapitalization,

appropriate adjustments will be made to (1) the class and maximum number of shares subject to the 2023 Plan, (2) the class(es) and maximum

number of shares that may be issued pursuant to the exercise of incentive stock options, and (3) the class and number of shares and exercise

price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Corporate Transactions .

The following

applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the 2023 Plan), unless otherwise provided

in a participant’s stock award agreement or other written agreement with Complete Solaria or one of its affiliates or unless otherwise

expressly provided by the plan administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding

under the 2023 Plan may be assumed, or continued by any surviving or acquiring corporation (or its parent company), or new awards may

be issued by such surviving or acquiring corporation (or its parent company) in substitution of such awards, and any reacquisition or

repurchase rights held by Complete Solaria with respect to the stock award may be assigned to Complete Solaria’s successor (or its

parent company).

If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute such stock

awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to

the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock

awards will be accelerated in full (or, in the case of performance awards with multiple vesting levels depending on the level of performance,

vesting will accelerate at 100% of the target level) to a date prior to the effective time of the corporate transaction (contingent upon

the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to

the effective time of the corporate transaction, and any reacquisition or repurchase rights held by Complete Solaria with respect to such

stock awards will lapse (contingent upon the effectiveness of the corporate transaction).

Any such stock awards that are held by persons

other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction,

except that any reacquisition or repurchase rights held by Complete Solaria with respect to such stock awards will not terminate and may

continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not

exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the

holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)

of (i) the per share amount payable to holders of Complete Solaria Common Stock in connection with the corporate transaction, over (ii)

if applicable, any per share exercise price payable by such holder.

Plan Amendment or Termination .

Solaria’s Board has the authority to amend, suspend, or terminate the 2023 Plan at any time, provided that such action does not

materially impair the existing rights of any participant without such participant’s written consent.

Certain material amendments

also require approval of Complete Solaria’s stockholders.

No ISOs may be granted after the tenth anniversary of the date the Board

adopts the 2023 Plan.

No stock awards may be granted under the 2023 Plan while it is suspended or after it is terminated.

Complete Solaria 2023 Employee Stock Purchase

In July 2023, our Board of Directors adopted

and our stockholders approved the 2023 Employee Stock Purchase Plan (the “ ESPP ”).

The ESPP became effective

immediately upon the Closing of the Business Combination.

may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance

goals during a designated performance period.

Performance awards that are settled in cash or other property are not required to be valued

in whole or in part by reference to, or otherwise based on, the Company’s common stock.

Stock Awards .

The plan administrator may grant other awards based in whole or in part by reference to the Company’s common

The plan administrator will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions

of such awards.

to Capital Structure .

In the event there is a specified type of change in the capital structure of the Company, such as a stock split,

reverse stock split, or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares subject

to the 2023 Plan, (2) the class(es) and maximum number of shares that may be issued pursuant to the exercise of incentive stock options,

and (3) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

Transactions .

The following applies to stock awards under the 2023 Plan in the event of a corporate transaction (as defined in the

2023 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with the Company or one

of its affiliates or unless otherwise expressly provided by the plan administrator at the time of grant.

the event of a corporate transaction, any stock awards outstanding under the 2023 Plan may be assumed, or continued by any surviving

or acquiring corporation (or its parent company), or new awards may be issued by such surviving or acquiring corporation (or its parent

company) in substitution of such awards, and any reacquisition or repurchase rights held by the Company with respect to the stock award

may be assigned to the Company’s successor (or its parent company).

If the surviving or acquiring corporation (or its parent company)

does not assume, continue or substitute such stock awards, then with respect to any such stock awards that are held by participants whose

continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting

(and exercisability, if applicable) of such stock awards will be accelerated in full (or, in the case of performance awards with multiple

vesting levels depending on the level of performance, vesting will accelerate at 100% of the target level) to a date prior to the effective

time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate

if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase

rights held by the Company with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction).

Any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior

to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by the Company with respect

to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator

may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a

payment equal in value to the excess (if any) of (i) the per share amount payable to holders of the Company’s common stock in connection

with the corporate transaction, over (ii) if applicable, any per share exercise price payable by such holder.

Amendment or Termination .

The Company’s Board has the authority to amend, suspend, or terminate the 2023 Plan at any time,

provided that such action does not materially impair the existing rights of any participant without such participant’s written

Certain material amendments also require approval of the Company’s stockholders.

No ISOs may be granted after the tenth

anniversary of the date the Board adopts the 2023 Plan.

No stock awards may be granted under the 2023 Plan while it is suspended or after

it is terminated.

Solaria 2023 Employee Stock Purchase Plan

July 2023, our Board of Directors adopted and our stockholders approved the 2023 Employee Stock Purchase Plan (the “ ESPP ”).

The ESPP became effective immediately upon the Closing of the Business Combination.

Administration.

Board of Directors, or a duly authorized committee thereof, will administer the ESPP.

Board of Directors, or a duly authorized committee thereof, administers the ESPP.

employees and the employees of any of our designated affiliates, as designated by the Board of Directors, will be eligible to participate

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determined by the administrator:

(1) customary employment with Complete Solaria or one of its affiliates for more than 20 hours

per week and five or more months per calendar year or (2) continuous employment with Complete Solaria or one of its affiliates

for a minimum period of time, not to exceed two years, prior to the first date of an offering.

In addition, the Board of Directors

may also exclude from participation in the ESPP or any offering, employees who are “highly compensated employees” (within

the meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees.

If this proposal is approved

by the stockholders, all the employees of Complete Solaria and its related corporations will be eligible to participate in the ESPP following

the Closing of the Business Combination.

An employee may not be granted rights to purchase stock under the ESPP (a) if such employee

immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of Complete

Solaria’s capital stock or (b) to the extent that such rights would accrue at a rate that exceeds $25,000 worth of Complete

Solaria capital stock for each calendar year that the rights remain outstanding.

The ESPP is intended to qualify as an employee

stock purchase plan under Section 423 of the Code.

The administrator may specify offerings with a duration of not more than 27 months

and may specify one or more shorter purchase periods within each offering.

Each offering will have one or more purchase dates on which

shares of Common Stock will be purchased for the employees who are participating in the offering.

The administrator, in its discretion,

will determine the terms of offerings under the ESPP.

The administrator has the discretion to structure an offering so that if the

fair market value of a share of Complete Solaria’s stock on any purchase date during the offering period is less than or equal to

the fair market value of a share of Complete Solaria’s stock on the first day of the offering period, then that offering will

terminate immediately, and the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately

after such purchase date.

A participant may not transfer purchase rights

under the ESPP other than by will, the laws of descent and distribution, or as otherwise provided under the ESPP.

Payroll Deductions.

ESPP permits participants to purchase shares of Common Stock through payroll deductions.

Unless otherwise determined by the administrator,

the purchase price of the shares will be 85% of the lower of the fair market value of Common Stock on the first day of an offering

or on the date of purchase.

Participants may end their participation at any time during an offering and will be paid their accrued contributions

that have not yet been used to purchase shares, without interest.

Participation ends automatically upon termination of employment with

Complete Solaria and its related corporations.

may withdraw from an offering by delivering a withdrawal form to Complete Solaria and terminating their contributions.

Such withdrawal

may be elected at any time prior to the end of an offering, except as otherwise provided by the plan Administrator.

(1) customary employment with the Company or one of its affiliates for more than 20 hours

per week and five or more months per calendar year or (2) continuous employment with the Company or one of its affiliates for

a minimum period of time, not to exceed two years, prior to the first date of an offering.

In addition, the Board of Directors may

also exclude from participation in the ESPP or any offering, employees who are “highly compensated employees” (within the

meaning of Section 423(b)(4)(D) of the Code) or a subset of such highly compensated employees.

An employee may not be granted

rights to purchase stock under the ESPP (a) if such employee immediately after the grant would own stock possessing 5% or more of

the total combined voting power or value of all classes of the Company’s common stock or (b) to the extent that such rights

would accrue at a rate that exceeds $25,000 worth of the Company’s common stock for each calendar year that the rights remain outstanding.

ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code.

The administrator may specify offerings

with a duration of not more than 27 months and may specify one or more shorter purchase periods within each offering.

Each offering

will have one or more purchase dates on which shares of the Company’s common stock will be purchased for the employees who are

participating in the offering.

The administrator, in its discretion, will determine the terms of offerings under the ESPP.

The administrator

has the discretion to structure an offering so that if the fair market value of a share of the Company’s common stock on any purchase

date during the offering period is less than or equal to the fair market value of a share of the Company’s common stock on the

first day of the offering period, then that offering will terminate immediately, and the participants in such terminated offering

will be automatically enrolled in a new offering that begins immediately after such purchase date.

participant may not transfer purchase rights under the ESPP other than by will, the laws of descent and distribution, or as otherwise

provided under the ESPP.

The ESPP permits participants to purchase shares of the Company’s common stock through payroll deductions.

Unless otherwise determined by the administrator, the purchase price of the shares will be 85% of the lower of the fair market value

of the Company’s common stock on the first day of an offering or on the date of purchase.

Participants may end their participation

at any time during an offering and will be paid their accrued contributions that have not yet been used to purchase shares, without interest.

Participation ends automatically upon termination of employment with the Company and its related corporations.

may withdraw from an offering by delivering a withdrawal form to the Company and terminating their contributions.

Such withdrawal may

be elected at any time prior to the end of an offering, except as otherwise provided by the plan Administrator.

Upon such withdrawal,

Complete Solaria will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s

the Company will distribute to the employee his or her accumulated but unused contributions without interest, and such employee’s

right to participate in that offering will terminate.

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eligibility to participate in any other offerings under the ESPP.

Termination of Employment.

participant’s rights under any offering under the ESPP will terminate immediately if the participant either (i) is no longer

employed by Complete Solaria or any of its parent or subsidiary companies (subject to any post-employment participation period required

by law) or (ii) is otherwise no longer eligible to participate.

In such event, Complete Solaria will distribute to the participant

his or her accumulated but unused contributions, without interest.

Corporate Transactions.

the event of certain specified significant corporate transactions, such as a merger or change in control, a successor corporation may

assume, continue, or substitute each outstanding purchase right.

If the successor corporation does not assume, continue, or substitute

for the outstanding purchase rights, the offering in progress will be shortened and the participants’ accumulated contributions

will be used to purchase shares of Common Stock within ten business days (or such other period specified by the plan administrator)

prior to the corporate transaction, and the participants’ purchase rights will terminate immediately thereafter.

Amendment and Termination.

Board of Directors has the authority to amend, suspend, or terminate the ESPP, at any time and for any reason, provided certain types

of amendments will require the approval of Complete Solaria’s stockholders.

Any benefits, privileges, entitlements and obligations

under any outstanding purchase rights granted before an amendment, suspension or termination of the ESPP will not be materially impaired

by any such amendment, suspension or termination except (i) with the consent of the person to whom such purchase rights were granted,

(ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental regulations, or (iii) as necessary

to obtain or maintain favorable tax, listing, or regulatory treatment.

The ESPP will remain in effect until terminated by the Board of

Directors in accordance with the terms of the ESPP.

Termination and No Further Grants

Under 2022 Stock Plan.

Complete Solaria’s board of directors adopted, and Complete Solaria’s stockholders

approved, the 2022 Plan in October 2022 in connection with the Prior Transaction.

The 2022 Plan amended and restated Legacy Complete

Solaria’s 2021 Stock Plan.

The 2022 Plan terminated when the 2023 Plan became

effective upon the consummation of the Business Combination.

However, any outstanding awards granted under the 2022 Plan remain outstanding,

subject to the terms of Complete Solaria’s 2022 Plan and award agreements, until such outstanding options are exercised or until

any awards terminate or expire by their terms.

As of April 30, 2025, there were outstanding awards

relating to 3,265,128 shares of Common Stock under the 2022 Plan and the other Legacy Plans, collectively.

Stock Awards.

2022 Plan provides for the grant of incentive stock options (“ ISOs ”) and nonstatutory stock options to purchase

shares of Common Stock and restricted stock awards (collectively, “ stock awards ”).

ISOs may be granted only

to Complete Solaria employees and the employees of any parent corporation or subsidiary corporation.

All other awards may be granted to

Complete Solaria employees, non-employee directors and consultants and the employees and consultants of Complete Solaria affiliates.

If a stock award granted under the 2022 Plan expires

or otherwise terminates without being exercised in full, or is settled in cash, the shares of Common Stock not acquired pursuant to the

stock award again will become available for subsequent issuance under the 2022 Plan (in the event that the 2023 Plan does not become effective

as described in the preceding paragraph).

In addition, the following types of shares of Common Stock under the 2022 Plan may become available

for the grant of new stock awards under the 2022 Plan:

(1) shares that are forfeited to or repurchased by Complete Solaria prior

to becoming fully vested;

(2) shares retained to satisfy income or employment withholding taxes;

(3) shares retained to pay

the exercise or purchase price of a stock award;

of Employment.

A participant’s rights under any offering under the ESPP will terminate immediately if the participant

either (i) is no longer employed by the Company or any of its parent or subsidiary companies (subject to any post-employment participation

period required by law) or (ii) is otherwise no longer eligible to participate.

In such event, the Company will distribute to the

participant his or her accumulated but unused contributions, without interest.

Transactions.

In the event of certain specified significant corporate transactions, such as a merger or change in control, a

successor corporation may assume, continue, or substitute each outstanding purchase right.

If the successor corporation does not assume,

continue, or substitute for the outstanding purchase rights, the offering in progress will be shortened and the participants’ accumulated

contributions will be used to purchase shares of the Company’s common stock within ten business days (or such other period

specified by the plan administrator) prior to the corporate transaction, and the participants’ purchase rights will terminate immediately

and Termination.

The Board of Directors has the authority to amend, suspend, or terminate the ESPP, at any time and for any

reason, provided certain types of amendments will require the approval of the Company’s stockholders.

Any benefits, privileges,

entitlements and obligations under any outstanding purchase rights granted before an amendment, suspension or termination of the ESPP

will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom

such purchase rights were granted, (ii) as necessary to facilitate compliance with any laws, listing requirements, or governmental

regulations, or (iii) as necessary to obtain or maintain favorable tax, listing, or regulatory treatment.

The ESPP will remain in

effect until terminated by the Board of Directors in accordance with the terms of the ESPP.

Termination and No Further Grants Under 2022 Stock Plan.

Complete Solaria’s Board of Directors adopted, and Complete Solaria’s

stockholders approved, the 2022 Plan in October 2022 in connection with the Prior Transaction.

The 2022 Plan amended and restated

Legacy Complete Solaria’s 2021 Stock Plan.

2022 Plan terminated when the 2023 Plan became effective upon the consummation of the Business Combination.

However, any outstanding

awards granted under the 2022 Plan remain outstanding, subject to the terms of Complete Solaria’s 2022 Plan and award agreements,

until such outstanding options are exercised or until any awards terminate or expire by their terms.

of December 28, 2025, there were outstanding awards relating to 305,749 shares of the Company’s common stock under the 2022 Plan

and the other Legacy Plans, collectively.

The 2022 Plan provides for the grant of incentive stock options (“ ISOs ”) and nonstatutory

stock options to purchase shares of the Company’s common stock and restricted stock awards (collectively, “ stock awards ”).

ISOs may be granted only to the Company’s employees and the employees of any parent corporation or subsidiary corporation.

other awards may be granted to the Company’s employees, non-employee directors and consultants and the employees and consultants

of the Company’s affiliates.

a stock award granted under the 2022 Plan expires or otherwise terminates without being exercised in full, or is settled in cash, the

shares of the Company’s common stock not acquired pursuant to the stock award again will become available for subsequent issuance

under the 2022 Plan (in the event that the 2023 Plan does not become effective as described in the preceding paragraph).

the following types of shares of the Company’s common stock under the 2022 Plan may become available for the grant of new stock

awards under the 2022 Plan:

(1) shares that are forfeited to or repurchased by the Company prior to becoming fully vested;

retained to satisfy income or employment withholding taxes;

(3) shares retained to pay the exercise or purchase price of a stock

or (4) shares surrendered pursuant to an option exchange program.

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generally accepted accounting principles, with the consent of any adversely affected participant.

Stock Options.

and NSOs are granted pursuant to stock option agreements adopted by the plan administrator.

The plan administrator determines the exercise

price for a stock option, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value

of Common Stock on the date of grant.

Options granted under the 2022 Plan vest at the rate specified by the plan administrator.

The plan administrator determines the term of

stock options granted under the 2022 Plan, up to a maximum of ten years.

Unless the terms of an optionholder’s stock option

agreement provide otherwise, if an optionholder’s service relationship with us, or any of Complete Solaria’s affiliates, ceases

for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months

following the cessation of service.

The option term may be extended in the event that the exercise of the option following such a termination

of service is prohibited by applicable securities laws.

If an optionholder’s service relationship with Complete Solaria or any of

its affiliates ceases due to disability or death, or an optionholder dies within 3 months following cessation of service, the optionholder

or a beneficiary may generally exercise any vested options for a period of 12 months following such disability or death.

of a termination for cause, options generally terminate immediately upon the termination of the individual for cause.

In no event may

an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of Common

Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include:

(3) to the extent permitted under applicable laws, a promissory note;

ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator.

The plan administrator

determines the exercise price for a stock option, provided that the exercise price of a stock option generally cannot be less than 100%

of the fair market value of the Company’s common stock on the date of grant.

Options granted under the 2022 Plan vest at the rate

specified by the plan administrator.

plan administrator determines the term of stock options granted under the 2022 Plan, up to a maximum of ten years.

Unless the terms

of an optionholder’s stock option agreement provide otherwise, if an optionholder’s service relationship with us, or any

of the Company’s affiliates, ceases for any reason other than disability, death or cause, the optionholder may generally exercise

any vested options for a period of three months following the cessation of service.

The option term may be extended in the event

that the exercise of the option following such a termination of service is prohibited by applicable securities laws.

If an optionholder’s

service relationship with the Company or any of its affiliates ceases due to disability or death, or an optionholder dies within 3 months

following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months

following such disability or death.

In the event of a termination for cause, options generally terminate immediately upon the termination

of the individual for cause.

In no event may an option be exercised beyond the expiration of its term.

consideration for the purchase of the Company’s common stock issued upon the exercise of a stock option will be determined by the

plan administrator and may include:

(3) to the extent permitted under applicable laws, a promissory

(4) cancellation of indebtedness;

(5) other previously

owned Complete Solaria shares;

(5) other previously owned Company shares;

(6) a cashless exercise;

(7) such other consideration and method of payment permitted under applicable

other consideration and method of payment permitted under applicable laws;

or (8) any combination of the foregoing methods of payment.

Tax Limitations on Incentive Stock Options.

aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first

time by an optionholder during any calendar year under all Complete Solaria stock plans may not exceed $100,000.

Options or portions thereof

that exceed such limit will generally be treated as NSOs.

No ISO may be granted to any person who, at the time of the grant, owns or is

deemed to own stock possessing more than 10% of the total combined voting power of Complete Solaria or that of any of its affiliates unless

(1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and

(2) the term of the ISO does not exceed five years from the date of grant.

Incentive Stock Option Limit.

maximum number of shares of Common Stock that may be issued upon the exercise of ISOs under the 2022 Plan is 6,677,960 shares plus,

to the extent permitted by applicable law, any shares that again become available for issuance under the 2022 Plan.

Restricted Stock Awards.

stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator.

The permissible consideration

for restricted stock awards is the same as apply to stock options.

Common Stock acquired under a restricted stock award may, but need

not, be subject to a share repurchase option in Complete Solaria’s favor in accordance with a vesting schedule to be determined

by the plan administrator.

A restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator.

Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested may be forfeited or repurchased

by Complete Solaria upon the participant’s cessation of continuous service for any reason.

Changes to Capital Structure.

the event that there is a specified type of change in Complete Solaria’s capital structure, including without limitation a stock

split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has a material effect on the fair

market value of the Common Stock, or any increase or decrease in the number of issued shares effected without receipt of consideration

by Complete Solaria, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under

the 2022 Plan, and (2) the class and number of shares and price per share of stock (including any repurchase price per share) subject

to outstanding stock awards.

Corporate Transactions.

2022 Plan provides that in the event of certain specified significant corporate transactions, unless otherwise provided in an award agreement

or other written agreement between Complete Solaria and the award holder, each outstanding award (vested or unvested) will be treated

as the plan administrator determines, including (without limitation) taking one or more of the following actions with respect to each

stock award, contingent upon the closing or completion of the transaction:

(1) arranging for the assumption, continuation or substitution

of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition or repurchase rights held by

Complete Solaria in respect of Common Stock issued pursuant to the stock award to a successor corporation, or (3) canceling the stock

award in exchange for a cash payment, or no payment, as determined by the plan administrator (including a payment equal to the excess,

if any, of the fair market value of the shares as of the closing date of such corporate transaction over any exercise or purchase price

payable by the holder (which payment may be delayed to the same extent that payment of consideration to the holders of Common Stock in

connection with the transaction is delayed as a result of any escrow, holdback, earnout or similar contingencies).

Limitations on Incentive Stock Options.

The aggregate fair market value, determined at the time of grant, of the Company’s

common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all the Company’s

stock plans may not exceed $100,000.

Options or portions thereof that exceed such limit will generally be treated as NSOs.

be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the total combined

voting power of the Company or that of any of its affiliates unless (1) the option exercise price is at least 110% of the fair market

value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the

date of grant.

Stock Option Limit.

The maximum number of shares of the Company’s common stock that may be issued upon the exercise of

ISOs under the 2022 Plan is 6,677,960 shares plus, to the extent permitted by applicable law, any shares that again become available

for issuance under the 2022 Plan.

Stock Awards.

Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator.

The permissible consideration for restricted stock awards is the same as apply to stock options.

Common stock acquired under a restricted

stock award may, but need not, be subject to a share repurchase option in the Company’s favor in accordance with a vesting schedule

to be determined by the plan administrator.

A restricted stock award may be transferred only upon such terms and conditions as set by

the plan administrator.

is not obligated to treat all stock awards or portions thereof in the same manner, and the plan administrator may take different actions

with respect to the vested and unvested portions of a stock award.

Under the 2022 Plan, a significant corporate transaction

is generally the consummation of (1) a transfer of all or substantially all of Complete Solaria’s assets, (2) the consummation

of a transaction, or series of related transactions, in which any person becomes the beneficial owners of more than 50% of Complete Solaria’s

then-outstanding capital stock, or (3) a merger, consolidation or other capital reorganization or business combination transaction

of Complete Solaria with our into another corporation, entity or person.

Except as otherwise provided in the applicable award agreement, restricted stock awards that have not vested

may be forfeited or repurchased by the Company upon the participant’s cessation of continuous service for any reason.

to Capital Structure.

In the event that there is a specified type of change in the Company’s capital structure, including

without limitation a stock split or recapitalization, extraordinary divided payable in a form other than shares in an amount that has

a material effect on the fair market value of the Company’s common stock, or any increase or decrease in the number of issued shares

effected without receipt of consideration by the Company, appropriate adjustments will be made to (1) the class and maximum number

of shares reserved for issuance under the 2022 Plan, and (2) the class and number of shares and price per share of stock (including

any repurchase price per share) subject to outstanding stock awards.

Transactions.

The 2022 Plan provides that in the event of certain specified significant corporate transactions, unless otherwise

provided in an award agreement or other written agreement between the Company and the award holder, each outstanding award (vested or

unvested) will be treated as the plan administrator determines, including (without limitation) taking one or more of the following actions

with respect to each stock award, contingent upon the closing or completion of the transaction:

(1) arranging for the assumption,

continuation or substitution of the stock award by a successor corporation, (2) arranging for the assignment of any reacquisition

or repurchase rights held by the Company in respect of the Company’s common stock issued pursuant to the stock award to a successor

corporation, or (3) canceling the stock award in exchange for a cash payment, or no payment, as determined by the plan administrator

(including a payment equal to the excess, if any, of the fair market value of the shares as of the closing date of such corporate transaction

over any exercise or purchase price payable by the holder (which payment may be delayed to the same extent that payment of consideration

to the holders of the Company’s common stock in connection with the transaction is delayed as a result of any escrow, holdback,

earnout or similar contingencies).

The plan administrator is not obligated to treat all stock awards or portions thereof in the same

manner, and the plan administrator may take different actions with respect to the vested and unvested portions of a stock award.

the 2022 Plan, a significant corporate transaction is generally the consummation of (1) a transfer of all or substantially all of

the Company’s assets, (2) the consummation of a transaction, or series of related transactions, in which any person becomes

the beneficial owners of more than 50% of the Company’s then-outstanding capital stock, or (3) a merger, consolidation or

other capital reorganization or business combination transaction of the Company with our into another corporation, entity or person.

Transferability.

1 unchanged sentence

otherwise provided under the 2022 Plan.

Amendment and Termination.

Board of Directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with certain exceptions, such action

does not impair the existing rights of any participant without such participant’s written consent.

Certain material amendments also

require the approval of our stockholders.

Unless terminated sooner by the Board of Directors, the 2022 Plan will automatically terminate

in October 2032.

and Termination.

The Board of Directors has the authority to amend, suspend or terminate the 2022 Plan, provided that, with

certain exceptions, such action does not impair the existing rights of any participant without such participant’s written consent.

Certain material amendments also require the approval of our stockholders.

Unless terminated sooner by the Board of Directors, the 2022

Plan will automatically terminate in October 2032.

No stock awards may be granted under the 2022 Plan while it is suspended or terminated.

Termination and No Further Grants

under 2011 Stock Plan.

Legacy Complete Solaria’s board of directors adopted the 2011 Plan in January 2011

and was amended from to time by Legacy Complete Solaria’s board of directors and its stockholders.

The 2011 Plan was terminated in November 2021

in connection with Complete Solaria’s adoption of the 2022 Plan, and no new awards may be granted under it.

The 2011 Plan was assumed

by Complete Solaria in connection with the Prior Transaction.

Outstanding awards granted under the 2011 Plan remain outstanding, subject

to the terms of the 2011 Plan and award agreements, until such outstanding options are exercised or terminate or expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2011 Plan and the other Legacy Plans, collectively.

Plan Administration.

Board of Directors or a duly authorized committee of the Board of Directors administers the 2011 Plan and the awards granted under it.

Capitalization Adjustments.

the event that any change is made in, or other events occur with respect to, our Common Stock subject to the 2011 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate

adjustments will be made to the classes, number of shares subject to, and price per share and repurchase price, if applicable, of any

outstanding stock awards.

Corporate Transactions.

the event of a sale of all or substantially all of our assets or our merger, consolidation or other capital reorganization or business

combination transaction with or into another corporation, entity or person, our 2011 Plan provides that any surviving or acquiring corporation

(or parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such

surviving or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for a payment of cash, securities

and/or other property equal to the excess of the fair market value of the portion of the stock subject to such awards vested and exercisable

as of immediately prior to the consummation of such corporate transaction.

If the surviving or acquiring corporation (or parent thereof)

does not assume or substitute outstanding awards in the corporate transaction, or exchange such awards for a payment, then each such outstanding

award shall terminate upon consummation of the corporate transaction.

Change in Control.

the event of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration of vesting and

exercisability upon or after a change in control, as may be provided in the stock award agreement or in any other written agreement between

us and a participant.

Termination and No Further Grants under 2011 Stock Plan.

Legacy Complete Solaria’s Board of Directors adopted the 2011

Plan in January 2011 and was amended from to time by Legacy Complete Solaria’s Board of Directors and its stockholders.

2011 Plan was terminated in November 2021 in connection with Complete Solaria’s adoption of the 2022 Plan, and no new awards

may be granted under it.

The 2011 Plan was assumed by Complete Solaria in connection with the Prior Transaction.

Outstanding awards granted

under the 2011 Plan remain outstanding, subject to the terms of the 2011 Plan and award agreements, until such outstanding options are

exercised or terminate or expire by their terms.

of December 28, 2025, there were outstanding awards relating to 305,749 shares of our common stock under the 2011 Plan and the other

Legacy Plans, collectively.

Administration.

The Board of Directors or a duly authorized committee of the Board of Directors administers the 2011 Plan and

the awards granted under it.

Capitalization

In the event that any change is made in, or other events occur with respect to, the Company’s common stock

subject to the 2011 Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends,

stock splits, or other similar transactions, appropriate adjustments will be made to the classes, number of shares subject to, and price

per share and repurchase price, if applicable, of any outstanding stock awards.

Transactions.

In the event of a sale of all or substantially all of our assets or our merger, consolidation or other capital

reorganization or business combination transaction with or into another corporation, entity or person, our 2011 Plan provides that any

surviving or acquiring corporation (or parent thereof) may assume or substitute such outstanding awards and any reacquisition or repurchase

rights may be assigned to such surviving or acquiring corporation (or parent thereof), or such awards may be terminated in exchange for

a payment of cash, securities and/or other property equal to the excess of the fair market value of the portion of the stock subject

to such awards vested and exercisable as of immediately prior to the consummation of such corporate transaction.

If the surviving or

acquiring corporation (or parent thereof) does not assume or substitute outstanding awards in the corporate transaction, or exchange

such awards for a payment, then each such outstanding award shall terminate upon consummation of the corporate transaction.

In the event of a change in control (as defined in the 2011 Plan), a stock award may be subject to additional acceleration

of vesting and exercisability upon or after a change in control, as may be provided in the stock award agreement or in any other written

agreement between us and a participant.

In the absence of such a provision, no such acceleration will occur.

Amendment of Awards.

plan administrator has the authority to modify outstanding stock awards under our 2011 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Termination and No Further Grants

Under 2016 Plan.

Solaria’s board of directors adopted, and Solaria’s stockholders approved, the

2016 Plan, in May 2016 and July 2016, respectively.

Complete Solaria assumed the 2016 Plan in connection with the Prior Transaction.

The 2016 Plan was terminated in November 2022

in connection with the Prior Transaction, and no new awards may be granted under it.

Outstanding awards granted under the 2016 Plan remain

outstanding, subject to the terms of the 2016 Plan and award agreements, until such outstanding options are exercised or terminate or

expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2016 Plan and the other Legacy Plans, collectively.

Plan Administration.

Board of Directors or a duly authorized committee administers the 2016 Plan and the awards granted under it.

Capitalization Adjustments.

the event that any change is made in, or other events occur with respect to, Common Stock subject to the 2016 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions, appropriate

adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable, of any outstanding stock

Change in Control.

the event of a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise provided in a written agreement

between us and any participant or unless otherwise expressly provided by the Board of Directors at the time of grant of an award, any

surviving or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding awards and any reacquisition

or repurchase rights may be assigned to such surviving or acquiring corporation (or parent thereof).

If the surviving or acquiring corporation

(or parent thereof) does not assume, continue or substitute outstanding awards in the corporate transaction, then the Board of Directors

may provide for the accelerated vesting (in whole or in part) of any or all awards or may cancel any award for such consideration, if

any, as the Board of Directors may consider appropriate.

Amendment of Awards.

plan administrator has the authority to modify outstanding stock awards under our 2016 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Termination and No Further Grants

Under 2006 Plan.

Solaria’s board of directors adopted, and Solaria’s stockholders approved, the

2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated from to time by Solaria’s board

of directors and its stockholders.

The 2006 Plan was terminated in February 2016

in connection with Solaria’s adoption of the 2016 Plan, and no new awards may be granted under it.

Complete Solaria assumed

the outstanding awards granted pursuant to the 2006 Plan in connection with the Prior Transaction.

Outstanding awards granted under the

2006 Plan remain outstanding, subject to the terms of the 2006 Plan and award agreements, until such outstanding options are exercised

or terminate or expire by their terms.

As of April 30, 2025, there were outstanding

awards relating to 3,265,128 shares of Common Stock under the 2066 Plan and the other Legacy Plans, collectively.

Plan Administration.

Board of Directors or a duly authorized committee administers the 2006 Plan and the awards granted under it.

Capitalization Adjustments.

the event that any change is made in, or other events occur with respect to, our Common Stock subject to the 2006 Plan or any stock award,

such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other similar transactions affecting

the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number of shares subject to, and the price

per share, if applicable, of any outstanding stock awards.

Change in Control.

the event of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation (or parent thereof)

will assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring

corporation (or parent thereof).

If the surviving or acquiring corporation (or parent thereof) does not assume or substitute outstanding

awards in the corporate transaction, then the vesting of outstanding awards held by participants will accelerate in full and any repurchase

rights held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction.

Notwithstanding the foregoing,

to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate transaction, our Board of Directors

may provide that such awards will be canceled for a payment equal to the excess, if any, of the value of the property the holder would

have received upon exercise of such award over any exercise price payable.

In addition, with respect to awards (and, if applicable,

shares of restricted stock acquired pursuant to such awards) granted to non-employee directors that are assumed or substituted for, if

on or following the date of such assumption or substitution such individual’s status as a director is involuntarily terminated,

such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

Also, with respect to awards (and, if applicable,

shares of restricted stock acquired pursuant to such awards) granted to participants that are assumed or substituted for, if either (x) such

participant remains continuously employed by us or our successor through the one-year anniversary of such change in control or (y) such

participant’s employment is involuntarily terminated without cause (as such term is defined in the 2006 Plan), or such participant’s

duties are material diminished, in either case at any time prior to the one-year anniversary of such change in control, such individual

will vest into such awards on an accelerated basis as if such individual had provided an additional 12 months of continuous service,

such individual shall fully vest in and have the right to exercise awards as to all of the shares subject thereto.

Amendment of Awards.

plan administrator has the authority to modify outstanding stock awards under our 2006 Plan;

provided that no such amendment or modification

may impair the rights of any participant with respect to awards granted prior to such action without such participant’s written

Health and Welfare Benefits

Complete Solaria provides benefits to its named

executive officers on the same basis as provided to all of its employees, including health, dental and vision insurance;

life and disability

The plan administrator has the authority to modify outstanding stock awards under our 2011 Plan;

provided that

no such amendment or modification may impair the rights of any participant with respect to awards granted prior to such action without

such participant’s written consent.

Termination and No Further Grants Under 2016 Plan.

Solaria’s Board of Directors adopted, and Solaria’s stockholders

approved, the 2016 Plan, in May 2016 and July 2016, respectively.

Complete Solaria assumed the 2016 Plan in connection with

the Prior Transaction.

2016 Plan was terminated in November 2022 in connection with the Prior Transaction, and no new awards may be granted under

Outstanding awards granted under the 2016 Plan remain outstanding, subject to the terms of the 2016 Plan and award agreements, until

such outstanding options are exercised or terminate or expire by their terms.

of December 28, 2025, there were outstanding awards relating to 305,749 shares of our common stock under the 2016 Plan and the other

Legacy Plans, collectively.

Administration.

The Board of Directors or a duly authorized committee administers the 2016 Plan and the awards granted

Capitalization

In the event that any change is made in, or other events occur with respect to, common stock subject to the 2016

Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or other

similar transactions, appropriate adjustments will be made to the classes, number of shares subject to, and the price per share, if applicable,

of any outstanding stock awards.

In the event of a Change in Control (as defined in the 2016 Plan), our 2016 Plan provides that unless otherwise

provided in a written agreement between us and any participant or unless otherwise expressly provided by the Board of Directors at the

time of grant of an award, any surviving or acquiring corporation (or parent thereof) may assume, continue or substitute such outstanding

awards and any reacquisition or repurchase rights may be assigned to such surviving or acquiring corporation (or parent thereof).

the surviving or acquiring corporation (or parent thereof) does not assume, continue or substitute outstanding awards in the corporate

transaction, then the Board of Directors may provide for the accelerated vesting (in whole or in part) of any or all awards or may cancel

any award for such consideration, if any, as the Board of Directors may consider appropriate.

The plan administrator has the authority to modify outstanding stock awards under our 2016 Plan;

provided that

no such amendment or modification may impair the rights of any participant with respect to awards granted prior to such action without

such participant’s written consent.

Termination and No Further Grants Under 2006 Plan.

Solaria’s Board of Directors adopted, and Solaria’s stockholders

approved, the 2006 Plan, in February 2006 and August 2006, respectively, and it was amended and restated from to time by Solaria’s

Board of Directors and its stockholders.

2006 Plan was terminated in February 2016 in connection with Solaria’s adoption of the 2016 Plan, and no new awards may

be granted under it.

Complete Solaria assumed the outstanding awards granted pursuant to the 2006 Plan in connection with the Prior Transaction.

Outstanding awards granted under the 2006 Plan remain outstanding, subject to the terms of the 2006 Plan and award agreements, until

such outstanding options are exercised or terminate or expire by their terms.

of December 28, 2025, there were outstanding awards relating to 305,749 shares of the Company’s common stock under the 2006 Plan

and the other Legacy Plans, collectively.

Administration.

The Board of Directors or a duly authorized committee administers the 2006 Plan and the awards granted

Capitalization

In the event that any change is made in, or other events occur with respect to, our Common Stock subject to the

2006 Plan or any stock award, such as certain mergers, consolidations, reorganizations, recapitalizations, dividends, stock splits, or

other similar transactions affecting the shares subject to the 2006 Plan, appropriate adjustments will be made to the class and number

of shares subject to, and the price per share, if applicable, of any outstanding stock awards.

In the event of a change in control (as defined in the 2006 Plan), our 2006 Plan provides that any successor corporation

(or parent thereof) will assume or substitute such outstanding awards and any reacquisition or repurchase rights may be assigned to such

surviving or acquiring corporation (or parent thereof).

If the surviving or acquiring corporation (or parent thereof) does not assume

or substitute outstanding awards in the corporate transaction, then the vesting of outstanding awards held by participants will accelerate

in full and any repurchase rights held by us with respect to such awards will lapse, contingent upon the effectiveness of such transaction.

Notwithstanding the foregoing, to the extent that stock awards will terminate if not exercised prior to the effective time of a corporate

transaction, our Board of Directors may provide that such awards will be cancelled for a payment equal to the excess, if any, of the

value of the property the holder would have received upon exercise of such award over any exercise price payable.

addition, with respect to awards (and, if applicable, shares of restricted stock acquired pursuant to such awards) granted to non-employee

directors that are assumed or substituted for, if on or following the date of such assumption or substitution such individual’s

status as a director is involuntarily terminated, such individual shall fully vest in and have the right to exercise awards as to all

of the shares subject thereto.

with respect to awards (and, if applicable, shares of restricted stock acquired pursuant to such awards) granted to participants that

are assumed or substituted for, if either (x) such participant remains continuously employed by us or our successor through the

one-year anniversary of such change in control or (y) such participant’s employment is involuntarily terminated without cause

(as such term is defined in the 2006 Plan), or such participant’s duties are material diminished, in either case at any time prior

to the one-year anniversary of such change in control, such individual will vest into such awards on an accelerated basis as if such

individual had provided an additional 12 months of continuous service, such individual shall fully vest in and have the right to

exercise awards as to all of the shares subject thereto.

The plan administrator has the authority to modify outstanding stock awards under our 2006 Plan;

provided that

no such amendment or modification may impair the rights of any participant with respect to awards granted prior to such action without

such participant’s written consent.

connection with our acquisitions of Sunder, Ambia and Cobalt, we granted time-based restricted stock units outside of SunPower’s

2023 Plan as a material inducement to certain key employees to enter into employment with SunPower.

Such inducement grants were made

in accordance with Nasdaq Listing Rule 5635(c)(4).

Specifically, in connection with our acquisition of Sunder, we made inducement grants

on October 8, 2025 to three key employees of Sunder as a material inducement to their employment with SunPower.

These inducement grants

were RSUs for a total of 2,700,000 shares of our common stock, with 20% of such RSUs vesting one year after grant and the remaining vesting

in equal monthly installments thereafter until the fifth anniversary of the grant date, with such vesting subject to the RSU recipient’s

continuous service through each vesting date.

These RSUs are also subject to accelerated vesting in the event the RSU recipient’s

employment is terminated by the Company without cause.

connection with our acquisition of Ambia, on November 21, 2025, we made inducement grants to two key employees of Ambia as a material

inducement to employment with SunPower following its acquisition of Ambia.

These inducement grants consist of RSUs for a total of 2,000,000

shares of SunPower common stock, with 20% of the RSUs vesting one year after grant and the remainder vesting in equal monthly installments

thereafter until the fifth anniversary of the grant date, with such vesting subject to the RSU recipient’s continuous service through

each vesting date.

The RSUs are also subject to accelerated vesting in the event the RSU recipient’s employment is terminated by

the Company without cause.

Additionally,

in connection with our acquisition of Cobalt, on February 2, 2026, we made inducement grants to two key employees of Cobalt as a material

inducement to employment with SunPower following its acquisition of Cobalt.

These inducement grants consist of RSUs for a total of 850,000

shares of SunPower common stock, with 20% of the RSUs vesting one year after grant and the remainder vesting in equal monthly installments

thereafter until the fifth anniversary of the grant date, with such vesting subject to the RSU recipient’s continuous service through

each vesting date.

and Welfare Benefits

provides benefits to its named executive officers on the same basis as provided to all of its employees, including health, dental and

vision insurance;

life and disability insurance;

and a tax-qualified Section 401(k) plan.

Complete Solaria does not maintain any executive-specific benefit or perquisite

Rule 10b5-1 Sales Plans

Complete Solaria’s directors and executive

officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of

Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director

or executive officer when entering into the plan, without further direction from them.

The director or executive officer may amend a Rule 10b5-1

plan in some circumstances and may terminate a plan at any time.

Complete Solaria’s directors and executive officers also may buy

or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject

to compliance with the terms of our insider trading policy.

Emerging Growth Company Status

Complete Solaria is an “emerging growth

company,” as defined in the JOBS Act.

As an emerging growth company it is exempt from certain requirements related to executive

compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating

to the ratio of total compensation of its chief executive officer to the median of the annual total compensation of all of its employees,

each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and

Consumer Protection Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity

Incentive Plans

The following table provides certain information

with respect to our 2023 Plan and Legacy Plans as of December 31, 2024.

SunPower does not maintain any executive-specific

benefit or perquisite programs.

Directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker

to buy or sell shares of the Company’s Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades

pursuant to parameters established by the Director or executive officer when entering into the plan, without further direction from them.

The Director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.

Directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession

of material nonpublic information, subject to compliance with the terms of our insider trading policy.

Growth Company Status

is an “emerging growth company,” as defined in the JOBS Act.

As an emerging growth company it is exempt from certain requirements

related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide

information relating to the ratio of total compensation of its chief executive officer to the median of the annual total compensation

of all of its employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank

Wall Street Reform and Consumer Protection Act.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Authorized for Issuance under Equity Incentive Plans

following table provides certain information with respect to our 2023 Plan, outstanding inducement grants, the ESPP and our Legacy Plans

as of December 28, 2025.

Plan Category

3 unchanged sentences

Equity compensation plans not approved by stockholders

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding

the beneficial ownership of shares of our Common Stock as of April 30, 2025 by:

● each person known to be the beneficial owner of more than

5% of the outstanding shares of our Common Stock;

● each of our directors and director nominees;

● each executive officer;

● all of our directors and executive officers as a group.

The SEC has defined “beneficial ownership”

of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security.

A stockholder

is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days

after that date through (a) the exercise of any option, warrant or right;

Ownership of Certain Beneficial Owners and Management

following table sets forth information regarding the beneficial ownership of shares of our Common Stock as of April 1, 2026, by:

each person known to us

to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock;

each of our Directors;

each of our executive officers;

all of our Directors and

executive officers as a group.

SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or

investment power over such security.

A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that

such stockholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or

(b) the conversion of a security;

to revoke a trust, discretionary account or similar arrangement;

or (d) the automatic termination of a trust, discretionary account

or similar arrangement.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person,

ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become

exercisable within 60 days, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage

ownership of any other person.

This table is based upon information supplied

by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in the

footnotes to this table and subject to community property laws where applicable, we believe that all persons named in the table have sole

voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Applicable percentages are based

on 65,781,061 shares of Common Stock outstanding as of March 31, 2025, adjusted as required by rules promulgated by the SEC.

(d) the automatic termination of a trust, discretionary account or similar arrangement.

In computing the number of shares beneficially

owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above)

held by that person that are currently exercisable, or will become exercisable within 60 days, are deemed outstanding, while such

shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

This table is based upon information supplied by officers, Directors

and principal stockholders and Schedules 13G or 13D filed with the SEC.

Unless otherwise indicated in the footnotes to this table

and subject to community property laws where applicable, we believe that all persons named in the table have sole voting and investment

power with respect to all shares of our Common Stock beneficially owned by them.

Applicable percentages are based on 119,920,536 shares

of Common Stock outstanding as of April 1, 2026, adjusted as required by rules promulgated by the SEC.

Name and Address of Beneficial Owner (1)

5 unchanged sentences

Entities affiliated with Kline Hill (5)

Entities affiliated with Carlyle Group (6)

Executive Officers and Incumbent Directors and Director Nominees:

Thurman J.(T.J.) Rodgers (3)

Daniel Foley (9)

Devin Whatley (2)

3 unchanged sentences

Chris Lundell (13)

Lothar Maier (14)

Daniel McCranie (15)

Jamie Haenggi

Jeanne Nguyen (16)

All Directors and executive officers as a group (13 persons)

Less than one percent.

(1) Unless otherwise indicated, the business address of each

of the directors and executive officers of the Company is c/o Complete Solaria, Inc., 45700 Northport Loop East, Fremont, CA 94538.

(2) Includes (i) 5,832,054 shares held by Ecosystem

Integrity Fund II, L.P., of which Mr.

Devin Whatley is the managing member of the general partner, (ii) 198,346 shares

held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to Complete Solaria warrants exercisable within 60 days

of April 30, 2025.

The business address of each of Ecosystem Integrity Fund II, L.P., EIF CS SPV LLC and Mr.

Whatley is 20

Richelle Court, Lafayette, California 94549.

Unless otherwise indicated,

the business address of each of the directors and executive officers of the Company listed in the table is c/o SunPower Inc., 1403

North 630 East, Orem, UT 84097.

Includes (i) 5,832,054

shares held by Ecosystem Integrity Fund II, L.P., of which Mr.

Devin Whatley is the managing member of the general partner, (ii)

198,346 shares held by EIF CS SPV LLC, and (iii) 2,369,253 shares issuable pursuant to warrants exercisable within 60 days of April

Whatley serves as a director of the Company.

The business address of each of Ecosystem Integrity Fund II, L.P., EIF

CS SPV LLC and Mr.

Whatley is 20 Richelle Court, Lafayette, California 94549.

In the case of Mr.

Whatley, also includes 88,124 shares issuable pursuant to stock

options exercisable within 60 days of April 30, 2025.

(3) Includes (i) 485,562 shares held by Rodgers Capital,

LLC, (ii) 8,842 shares held by Thurman J.

Rodgers, (iii) 7,701,602 shares held by the Rodgers Massey Revocable

Living Trust, (iv) 1,838,235 shares held by the Rodgers Massey Freedom and Free Markets Charitable Trust, (v) 724,416 shares

issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (vi) 132,925 shares issuable

pursuant to stock options exercisable within 60 days of April 30, 2025.

The business address of the foregoing holders is 45700 Northport

Loop East, Fremont, CA 94538.

In addition to the foregoing and the number of shares reflected in the table above, (a) the Rodgers

Massey Revocable Living Trust holds $18,000,000 principal amount of the July 2024 Notes, which, subject to the terms and conditions

of the July 2024 Notes, are convertible into 10,714,285 shares of Common Stock, (b) the Rodgers Massey Revocable Living Trust

and the Mordgers Massey Freedom and Free Markets Charitable Trust own in the aggregate $8,000,000 principal amount of the September 2024

Notes, which, subject to the terms and conditions of the September 2024 Notes, are convertible into 3,742,690 shares of Common Stock,

and (c) 13,888,889 shares of Common Stock are issuable (but not yet issued) as Amendment Shares in respect of the First Safe and

the Second Safe (all as defined below).

(4) Based solely on information obtained from a Schedule 13G

filed by Alyeska Investment Group, L.P.

on February14, 2025.

Represents 219,080 shares of Common Stock held by Alyeska Investment Group,

L.P., Alyeska Fund GP, LLC, and Anand Parekh, as well as 7,017,544 shares of Common Stock issuable under the September 2024 Notes.

The September 2024 Notes are not currently convertible in accordance with their terms.

The principal business address is 77 West

Wacker Drive, 7 th Floor, Chicago, IL 60601.

(5) Based solely on information obtained from a Schedule 13G

filed by KHP Fund GP LLC (“KHP Fund GP”) on February 5, 2025.

Includes (i) an aggregate of 2,383,534 shares of

Common Stock held by Kline Hill Partners Fund LP (“KHP LP”), Kline Hill Partners IV SPV LLC (“KHP IV SPV”)

and Kline Hill Partners Opportunity IV SPV LLC (“KHP Opportunity IV SPV”), (ii) an aggregate of 4,745,675

Whatley, also includes (i) 103,825

shares of common stock issuable upon settlement of restricted stock units, and (ii) 88,124 shares issuable pursuant to stock options

exercisable within 60 days of April 1, 2026.

Includes (i) 485,562 shares held by Rodgers Capital, LLC, (ii) 8,843

shares held by Thurman J.

Rodgers, (iii) 7,701,605 shares held by the Rodgers Massey Revocable Living Trust, (iv) 1,838,235 shares

held by the Rodgers Massey Freedom and Free Markets Charitable Trust, (v) 724,416 shares issuable pursuant to warrants exercisable within

60 days of April 1, 2026, (vi) 116,601 shares issuable pursuant to stock options and restricted stock units exercisable or settleable

within 60 days of April 1, 2026, (vii) 4,166,666 shares of common stock issued to the Rodgers

Massey Freedom and Free Markets Charitable Trust pursuant to the Second SAFE, and (viii) 9,722,222

shares of common stock issued to the Rodgers Massey Freedom and Free Markets Charitable Trust pursuant to the Third SAFE.

Additionally,

the number of shares reflected in the table above include shares issuable upon conversion of the following convertible notes:

Rodgers Massey Revocable Living Trust holds $18,000,000 principal amount of 12% Notes convertible into 10,714,285 shares of common stock,

(b) the Rodgers Massey Revocable Living Trust and the Rodgers Massey Freedom and Free Markets Charitable Trust hold an aggregate of $8,000,000

principal amount of 7% Notes convertible into a total of 4,678,362 shares of common stock, (c) the Rodgers Massey Revocable Living Trust

holds $5,000,000 principal amount of 12% Notes issued in July 2025 that are convertible into 2,793,296 shares of common stock, (d) the

Rodgers Massey Freedom and Free Markets Charitable Trust holds an additional $2,000,000 principal amount of 12% Notes issued in November

2025 that are convertible into 1,253,918 shares of common stock, and (e) the Rodgers Massey Freedom and Free Markets Charitable Trust

holds an additional $3,300,000 principal amount of 12% Notes issued in January 2026 that are convertible into 1,783,783 shares of common

In addition to the foregoing and the number of shares reflected in the table above, shares of common stock are issuable pursuant

to the Third SAFE in accordance with the terms thereof in connection with a bona fide common stock financing completed by the Company.

Consists of shares of common

stock issuable upon conversion of the 7% Notes.

Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P.

(“Alyeska”), has voting and investment control of the shares held by Alyeska.

Anand Parekh is the Chief Executive Officer

of Alyeska Investment Group, L.P.

and may be deemed to be the beneficial owner of such shares.

The registered address of Alyeska

Master Fund, L.P.

is c/o Maples Corporate Services Limited, P.O.

Box 309, Ugland House, South Church Street George Town, Grand Cayman,

KY1-1104, Cayman Islands.

Alyeska Investment Group, L.P.

is located at 77 W.

Wacker, Suite 700, Chicago, IL 60601.

Based solely on information

obtained from a Schedule 13G filed by KHP Fund GP LLC (“KHP Fund GP”) on February 5, 2025.

Includes (i) an aggregate

of 2,383,534 shares of common stock held by Kline Hill Partners Fund LP (“KHP LP”), Kline Hill Partners IV SPV LLC (“KHP

IV SPV”) and Kline Hill Partners Opportunity IV SPV LLC (“KHP Opportunity IV SPV”), (ii) an aggregate of 4,745,675

shares of common stock issuable upon the conversion of the outstanding convertible promissory notes held by KHP LP, KHP IV SPV and

KHP Opportunity IV SPV and (iii) an aggregate of 170,486 shares of Common Stock issuable upon the exercise of warrants held

by KHP LP, KHP IV SPV and KHP Opportunity IV SPV.

KHP Fund GP is the general partner of KHP LP and may be deemed to share

voting, investment and dispositive power with respect to these securities.

Kline Hill Partners Fund IV LP (“KHP IV LP”)

is the sole member of KHP IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities.

KHP Fund IV GP is the general partner of KHP IV LP and may be deemed to share voting, investment and dispositive power with

respect to these securities.

KHP Opportunity IV LP is the sole member of KHP Opportunity IV SPV and may be deemed to share

KHP Opportunity IV SPV and (iii) an aggregate of 170,486 shares of common stock issuable upon the exercise of warrants held by KHP

LP, KHP IV SPV and KHP Opportunity IV SPV.

KHP Fund GP is the general partner of KHP LP and may be deemed to share voting, investment

and dispositive power with respect to these securities.

Kline Hill Partners Fund IV LP (“KHP IV LP”) is the sole member

of KHP IV SPV and may be deemed to share voting, investment and dispositive power with respect to these securities.

KHP Fund IV GP

is the general partner of KHP IV LP and may be deemed to share voting, investment and dispositive power with respect to these securities.

KHP Opportunity IV LP is the sole member of KHP Opportunity IV SPV and may be deemed to share voting, investment and dispositive

power with respect to these securities.

KHP Fund IV GP is the general partner of KHP Opportunity IV LP and may be deemed to share

voting, investment and dispositive power with respect to these securities.

KHP Fund IV GP is the general partner of KHP Opportunity IV

LP and may be deemed to share voting, investment and dispositive power with respect to these securities.

Michael Bego and Jared Barlow

are the managing members of KHP Fund GP and KPH Fund IV GP and may be deemed to share voting, investment and dispositive power with

respect to these securities.

Other than those securities reported herein as being held directly by such securityholder, each of them

disclaims any such beneficial ownership of such securities, except to the extent of their respective pecuniary interest.

address for Kline Hill is 325 Greenwich Ave., 3 rd Floor, Greenwich, CT 06830.

(6) Includes (i) 934,751 shares of Common Stock, (ii) 1,615,895 shares

issuable pursuant to stock options exercisable within 60 days of April 30, 2025, and (iii) 141,187 shares issuable pursuant to Complete

Solaria warrants exercisable within 60 days of April 30, 2025.

(7) Includes 94,452 shares issuable pursuant to stock options

Michael Bego and Jared Barlow are the managing members

of KHP Fund GP and KPH Fund IV GP and may be deemed to share voting, investment and dispositive power with respect to these securities.

Other than those securities reported herein as being held directly by such securityholder, each of them disclaims any such beneficial

ownership of such securities, except to the extent of their respective pecuniary interest.

The business address for Kline Hill is

325 Greenwich Ave., 3rd Floor, Greenwich, CT 06830.

Based solely on information

obtained from a Schedule 13G, as amended, filed by the Carlyle Group Inc.

(“Carlyle”) and its affiliates on November

Includes (i) 1,258,970 shares of common stock held of record by CRSEF Solis Holdings, L.L.C.

and (ii) 5,952,381 shares

of common stock issuable upon the conversion of the 12% Notes held of record by CRSEF Solis Holdings, L.L.C.

The Carlyle Group Inc.,

which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member

of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities

managed by CRSEF Lux GP S.a r.l., is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group,

L.L.C., which is the general partner of TC Group Sub L.P., which is the sole shareholder of CRSEF Lux GP S.a r.l., which is a general

partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

The Carlyle Group Inc.

is also the sole member of Carlyle Holdings II GP L.L.C.,

which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by CRSEF Managing GP, L.P.,

is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P.,

which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CRSEF GP, L.L.C., which

is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

CRSEF Solis Aggregator, S.C.Sp.

is the managing member of CRSEF Solis Holdings, L.L.C.

Accordingly, each of the entities named above

may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C.

Each of them disclaims

any such beneficial ownership of such securities.

The principal business office address for each of TC Group Cayman Investment Holdings,

and TC Group Cayman Investment Holdings Sub L.P.

is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman

The principal business office address for CRSEF Lux GP S.a r.l.

is c/o The Carlyle Group, 2, avenue Charles de Gaulle,

L-1653 Luxembourg, Luxembourg.

The principal business office address for Carlyle CRSEF Solis Aggregator, S.C.Sp.

is 9, rue de Bitbourg,

L-1273 Luxembourg.

The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc.,

1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.

(i) 405,090 shares of common stock, (ii) 671,738 shares of common stock issued or issuable upon settlement of restricted stock units,

(iii) 1,735,068 shares issuable pursuant to stock options exercisable within 60 days of April 1, 2026, and (iv) 141,187 shares issuable

pursuant to warrants exercisable within 60 days of April 1, 2026.

Includes (i) 106,577 shares

of common stock issued or issuable upon settlement of restricted stock units and (ii) 94,452 shares issuable pursuant to stock options

exercisable within 60 days of April 1, 2026.

(8) Includes (i) 158,624 shares of Common Stock, (ii) 12,117

shares issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 94,452 shares

issuable pursuant to stock options exercisable within 60 days of March 31, 2025.

(9) Includes (i) 167,742 shares of Common Stock, (ii) 1,211 shares

issuable pursuant to Complete Solaria warrants exercisable within 60 days of April 30, 2025, and (iii) 99,515 shares issuable

pursuant to stock options exercisable within 60 days of April 30, 2025.

(10) Includes 113,437 shares issuable pursuant to stock options

Includes 77,441 shares

of common stock.

Includes (i) 80,245 shares

of common stock and 106,011 shares of common stock issued or issuable upon settlement of restricted stock units, (ii) 12,117 shares

issuable pursuant to warrants exercisable within 60 days of April 1, 2026, and (iii) 94,452 shares issuable pursuant to stock

options exercisable within 60 days of April 1, 2026.

Includes (i) 174,515 shares

of common stock and 110,656 shares of common stock issued or issuable upon settlement of restricted stock units, (ii) 480,000 shares

issuable pursuant to warrants exercisable within 60 days of April 1, 2026, and (iii) 99,515 shares issuable pursuant to stock options

exercisable within 60 days of April 1, 2026.

(11) Includes 248,619 shares issuable pursuant to stock options

Includes (i) 112,022 shares

of common stock issued or issuable upon settlement of restricted stock units and (ii) 113,437 shares issuable pursuant to stock options

exercisable within 60 days of April 1, 2026.

(12) The Dan and Kathy McCranie 2000 Revocable Trust holds September

2024 Notes convertible into 350,877 shares of Common Stock.

McCranie serves as trustee of the Dan and Kathy McCranie 2000 Revocable

McCranie disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest

Includes (i) 103,825 shares

of common stock issued or issuable upon settlement of restricted stock units and (ii) 292,889 shares issuable pursuant to stock options

exercisable within 60 days of April 1, 2026.

Includes 243,169 shares

of common stock issued or issuable upon settlement of restricted stock units.

Includes (i) 438,596 shares

of common stock issuable upon conversion of $750,000 principal amount of 7% Notes held by the Dan and Kathy McCranie 2000 Revocable

Trust, and (ii) 1,243,169 shares of common stock issued or issuable upon settlement of restricted stock units.

McCranie serves

as trustee of the Dan and Kathy McCranie 2000 Revocable Trust.

McCranie disclaims any beneficial ownership of the reported shares

other than to the extent of any pecuniary interest therein.

Includes 114,012 shares

of common stock issued or issuable upon settlement of restricted stock units.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The compensation arrangements for our directors

and executive officers are described in Item 11 above, and the descriptions of such compensation arrangements are incorporated by reference

into this section.

Additionally, below is a description of transactions since January 1, 2024 to which we were a party, in which:

● the amounts involved exceeded or will exceed $120,000;

● any of our directors, executive officers or holders of more

than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons,

had or will have a direct or indirect material interest.

Simple Agreements For Future Equity

On January 31, 2024, we entered into a simple

agreement for future equity (the “ First SAFE ”) with the Rodgers Massey Freedom and Free Markets Charitable

Trust (the “ Purchaser ”) in connection with the Purchaser investing $1.5 million in us.

The First SAFE

was initially convertible into shares of our Common Stock, par value $0.0001 per share, upon the initial closing of a bona fide transaction

or series of transactions with the principal purpose of raising capital (an “ Equity Financing ”), pursuant to

which we have issued and sold Common Stock in an equity financing at a per share conversion price which was equal to the lower of (i)(a) $53.54 million

divided by (b) our capitalization immediately prior to such Equity Financing (such conversion price, the “ SAFE Price ”),

and (ii) 80% of the price per share of our Common Stock sold in the Equity Financing.

Rodgers is a trustee of the

Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive Officer.

On February 15, 2024, we entered into a second

simple agreement for future equity (the “ Second SAFE ”) with the Purchaser in connection with the Purchaser investing

$3.5 million in us.

The Second SAFE was initially convertible into shares of our Common Stock upon the initial closing of an Equity

Financing at a per share conversion price which was equal to the lower of (i) the SAFE Price, and (ii) 80% of the price per

share of our Common Stock sold in the Equity Financing.

Rodgers is a trustee of the Purchaser, and he is the Executive

Chairman of our Board of Directors and our Chief Executive Officer.

On April 21, 2024, we entered into an amendment

to each of our First SAFE and Second SAFE with the Rodgers Massey Freedom and Free Markets Charitable Trust to convert the invested

amounts into shares of our Common Stock.

The conversion share price was $0.36, calculated as the product of (i) $0.45, the closing

price of our Common Stock on April 19, 2024, multiplied by (ii) 80%.

The First SAFE and Second SAFE converted into 4,166,667

and 9,722,222 shares of our Common Stock, respectively (collectively, the “ Amendment Shares ”);

the Amendment Shares remain to be issued, the Amendment Shares are not included in the 65,781,061 shares of Common Stock outstanding and

entitled to vote at the Annual Meeting, and the Purchaser and its affiliates entitled to receive the Amendment Shares are not currently

able to vote the Amendment Shares at the Annual Meeting.

On May 13, 2024, we entered into a further

simple agreement for future equity (the “ Rodgers Group SAFE ”) with the Purchaser in connection with the Purchaser’s

investment of $1,000,000.

The Rodgers Group SAFE is convertible into shares of Common Stock upon the initial closing of a bona fide transaction

or series of transactions with the principal purpose of raising capital, pursuant to which we issue and sell Common Stock in an equity

financing at a per share conversion price which is equal to 50% of the price per share of Common Stock sold in the Equity Financing.

If we consummate a change of control prior to the termination of the Rodgers Group SAFE, the Purchaser will be automatically entitled

to receive a portion of the proceeds of such liquidity event equal to $1,000,000, subject to certain adjustments as set forth in the Rodgers

The Rodgers Group SAFE is convertible into a maximum of 2,750,000 shares of Common Stock, assuming a per share conversion

price of $0.275, which is the product of (i) $0.55, the closing price of the Common Stock on May 13, 2024, multiplied by (ii) 50%.

Rodgers is a trustee of the Purchaser, and he is the Executive Chairman of our Board of Directors and our Chief Executive

Exchange Agreement and Related Transactions

Exchange Agreement

On July 1, 2024, we entered into an Exchange

Agreement (the “ Exchange Agreemen t ”) with CRSEF Solis Holdings, L.L.C., a Delaware limited liability company

(“ Carlyle ”), Kline Hill Partners Fund LP, a Delaware limited partnership (“ Kline Fund ”),

Kline Hill Partners IV SPV LLC, a Delaware limited liability company (“ Kline Partners ”) and Kline Hill

Partners Opportunity IV SPV LLC, a Delaware limited liability company (“ Kline Opportunity ” and together

with Kline Fund and Kline Partners, “ Kline Hill ”) providing for, among other things:

the cancellation of all

indebtedness owed to Carlyle and Kline Hill by the Company;

termination of all debt instruments by and between the Company and Carlyle

and by and between Kline Hill;

the satisfaction of all obligations owed to Carlyle and Kline Hill by the Company under the terminated

debt instruments;

the issuance of convertible notes to Carlyle and Kline Hill (as further detailed below under “ July 2024

Note Financing ”);

and the issuance of 1,500,000 shares of Common Stock to Kline Hill (as further discussed in the paragraph

Kline Hill is a 5% holder of Complete Solaria’s capital stock.

Issuance of 1,500,000 Shares of Common

Stock to Kline Hill

On July 1, 2024, we entered into the Purchase

Agreements with Kline Hill.

Pursuant to the terms of the Purchase Agreements, Kline Hill purchased an aggregate of 1,500,000 shares

of Common Stock in consideration for the cancellation of indebtedness owed to Kline Hill.

Kline Hill is a 5% holder of Complete Solaria’s

capital stock.

Designated Board Observer Agreements

In addition, in consideration for the entry of

Carlyle and Kline Hill into the Exchange Agreement, on July 1, 2024, we entered into that certain Designated Board Observer Agreement

with Carlyle Entity and Kline Partners, pursuant to which Kline Partners and Carlyle each have the right to designate a person to attend

certain meetings of the Board in solely a non-voting, observer capacity.

Each of Carlyle and Kline Hill is a 5% holder of Complete Solaria’s

capital stock.

SCI Debt Restructuring

In October 2023, the Company entered into

an Assignment Agreement whereby Structural Capital Investments III, LP (“ SCI ”) assigned the debt payable

by the Company and its affiliates to SCI (the “ SCI Debt ”) to Kline Hill and Rodgers Massey Revocable Living

Trust for a total purchase price of $5.0 million.

The portion of the SCI Debt acquired by Kline Hill was cancelled as part of the

Exchange Agreement.

In connection with the Exchange Agreement, the principal amount of $3.5 million of the SCI Debt was exchanged

for the July 2024 Notes (as defined below) issued to Kline Hill.

Certain Indebtedness Payable to the Rodgers

Massey Revocable Living Trust

The principal portion of the SCI Debt owing to

the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained outstanding as of December 29, 2024

and is outstanding as of April 30, 2025.

The outstanding amount, plus accrued interest, is due on demand to the Rodgers Massey Revocable

Living Trust.

Rodgers is a trustee of the Rodgers Massey Revocable Living Trust, and he is the Executive Chairman of our

Board of Directors and our Chief Executive Officer.

July 2024 Notes

On July 1, 2024, we entered into Note Purchase

Agreements and the Exchange Agreement (together the “ July 2024 Purchase Agreement ”), pursuant to which

we issued to certain accredited investors and qualified institutional buyers approximately $50.0 million in aggregate principal amount

in convertible promissory notes (the “ July 2024 Notes ”).

The July 2024 Notes accrue interest at the

rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1,

The July 2024 Notes are convertible at the option of the holders at any time prior to the payment of the payment of the

principal amount of such convertible note in full.

Upon conversion of any convertible note, we will satisfy its conversion obligation

by delivering shares of Common Stock and paying cash in respect of any fractional shares.

The conversion rate for the convertible

notes is initially equal to 595.2381 shares of Common Stock per $1,000 principal amount due under the convertible notes.

compensation arrangements for our Directors and executive officers are described in Item 11 above, and the descriptions of such compensation

arrangements are incorporated by reference into this section.

Additionally, below is a description of transactions since December 30,

2024, the beginning of fiscal year 2025, to which we were a party, in which:

the amounts involved exceeded

or will exceed $120,000;

any of our Directors, executive

officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household

with, the foregoing persons, had or will have a direct or indirect material interest.

Indebtedness Payable to the Rodgers Massey Revocable Living Trust

principal portion of the SCI Debt owing to the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained

outstanding as of December 28, 2025 and is outstanding as of the date of the filing date of this Form 10-K.

The outstanding amount, plus

accrued interest, is due on demand to the Rodgers Massey Revocable Living Trust.

Rodgers is a trustee of the Rodgers Massey

Revocable Living Trust, and he is the Executive Chairman of our Board of Directors and our Chief Executive Officer.

Notes Issued to Affiliates of Thurman J.

January 29, 2026, SunPower issued a convertible promissory note in the original principal amount of $3,300,000 (the “January 2026

Note”) to a trust controlled by Thurman J.

The January 2026 Note bears a 12.0% interest rate.

The January 2026 Note is

a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased.

on the January 2026 Note will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on July 1, 2026.

January 2026 Note is convertible at the option of the holder at any time prior to the payment of the payment of the principal amount

of the January 2026 Note in full.

Upon conversion of the January 2026 Note, the Company will satisfy its conversion obligation by delivering

shares of its common stock and paying cash in respect of any fractional shares.

The conversion rate of the January 2026 Note is initially

equal to 540.5405 shares of common stock per $1,000 principal amount due under note.

The conversion rate shall be subject to adjustment

from time to time pursuant to the terms of the January 2026 Note.

We may not redeem the January 2026 Note prior to July 5, 2026.

redeem for cash all (but not less than all) of the, at our option, (i) on or after July 5, 2026 and prior to July 1, 2027, if the last

reported sale price of our common stock has been at least 150% of the conversion price for the January 2026 Note then in effect and (ii)

on or after July 5, 2027 and prior to the maturity date for the January 2026 Note if the last reported sale price of our common stock

has been at least 130% of the conversion price for the Note then in effect, in each case of (i) and (ii), for at least 20 trading days

(whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on,

and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to

100% of the principal amount of the note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

fund is provided for the January 2026 Note.

If we undergo a change of control (as defined in the January 2026 Note), then, subject to

certain conditions and except as described in the note, the holder may require the Company to redeem for cash all (but not less than

all) of the note at a price equal to 100% of the principal amount of the January 2026 Note.

The January 2026 Note sets forth certain

events of default after which the note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency

events of default involving the Company after which the January 2026 Note becomes automatically due and payable.

If certain bankruptcy

and insolvency- related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any,

on, the January 2026 Note shall automatically become due and payable.

If an event of default with respect to the January 2026 Note, other

than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may

at its option declare the note to be immediately due and payable.

November 20, 2025, SunPower issued a convertible promissory note in the original principal amount of $2,000,000 (the “November

2025 Note”) to a trust controlled by Thurman J.

The November 2025 Note bears a 12.0% interest rate.

The November 2025

Note is a general unsecured obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased.

Interest on the November 2025 Note will be payable semiannually in arrears on January 1 and July 1 of each year, beginning on January

The November 2025 Note is convertible at the option of the holder at any time prior to the payment of the payment of the principal

amount of the Note in full.

Upon conversion of the November 2025 Note, the Company will satisfy its conversion obligation by delivering

shares of its common stock and paying cash in respect of any fractional shares.

The conversion rate of the November 2025 Note is initially

equal to 626.9592 shares of common stock per $1,000 principal amount due under note.

The conversion rate shall be subject to adjustment

from time to time pursuant to the terms of the November 2025 Note.

We may not redeem the November 2025 Note prior to July 5, 2026.

may redeem for cash all (but not less than all) of the, at our option, (i) on or after July 5, 2026 and prior to July 1, 2027, if the

last reported sale price of our common stock has been at least 150% of the conversion price for the November 2025 Note then in effect

and (ii) on or after July 5, 2027 and prior to the maturity date for the November 2025 Note if the last reported sale price of our common

stock has been at least 130% of the conversion price for the Note then in effect, in each case of (i) and (ii), for at least 20 trading

days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending

on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal

to 100% of the principal amount of the note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

fund is provided for the November 2025 Note.

If we undergo a change of control (as defined in the November 2025 Note), then, subject

to certain conditions and except as described in the note, the holder may require the Company to redeem for cash all (but not less than

all) of the note at a price equal to 100% of the principal amount of the November 2025 Note.

The November 2025 Note sets forth certain

events of default after which the note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency

events of default involving the Company after which the November 2025 Note becomes automatically due and payable.

If certain bankruptcy

and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any,

on, the November 2025 Note shall automatically become due and payable.

If an event of default with respect to the November 2025 Note,

other than certain bankruptcy and insolvency- related events of default with respect to the Company, occurs and is continuing, a holder

may at its option declare the note to be immediately due and payable.

July 10, 2025, we issued a convertible promissory note in the original principal amount of $5,000,000 (the “July 2025 Note”)

to a trust controlled by Thurman J.

The July 2025 Note bears a 12.0% interest rate.

The July 2025 Note is a general unsecured

obligation of the Company and will mature on July 1, 2029, unless earlier converted, redeemed or repurchased.

Interest on the July 2025

Note accrues at a rate of 12.00% per year from July 1, 2024 and is payable semiannually in arrears on January 1 and July 1 of each year,

beginning on January 1, 2026.

The July 2025 Note is convertible at the option of the holder at any time prior to the payment of the payment

of the principal amount of the July 2025 Note in full.

Upon conversion of the July 2025 Note, the Company will satisfy its conversion

obligation by delivering shares of the Company’s common stock and paying cash in respect of any fractional shares.

The conversion

rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes.

The following table summarizes the

participation in the July 2024 Note Financing by Complete Solaria’s holders of more than 5% of any class of Complete Solaria’s

capital stock as of the date of such transactions:

Name of Stockholder

Rodgers Massey Revocable Living Trust

CRSEF Solis Holdings, L.L.C.

Kline Hill Partners Opportunity IV SPV LLC

Kline Hill Partners IV SPV LLC

Kline Hill Partners Fund LP

September 2024 Notes

On September 8, 2024, September 11,

2024 and September 22, 2024, we entered into note purchase agreements with certain accredited investors and qualified institutional

buyers relating to the sale and issuance of $80.0 million in aggregate principal amount of our 7.0% Convertible Notes due 2029 (the

“ September 2024 Notes ”).

The Company issued $4.0 million principal amount of the September 2024

Notes to the Rodgers Family and Free Markets Charitable Trust, and the Company issued $4.0 million principal amount of the September 2024

Notes to the Rodgers Massey Revocable Living Trust.

Rodgers is the Chief Executive Officer, a member of the Board of Directors,

and trustee of each of the Rodgers Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust.

Massey Revocable Living Trust is a 5% holder of Complete Solaria’s capital stock.

rate of the July 2025 Note is initially equal to 558.6592 shares of common stock per $1,000 principal amount due under the July 2025

The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the July 2025 Note.

The Company may

not redeem the July 2025 Note prior to July 5, 2026.

The Company may redeem for cash all (but not less than all) of the July 2025 Note,

at its option,(i) on or after July 5, 2026 and prior to July 1, 2027, if the last reported sale price of the common stock has been at

least 150% of the conversion price for the July 2025 Note then in effect and (ii) on or after July 5, 2027 and prior to the maturity

date for the July 2025 Note if the last reported sale price of the common stock has been at least 130% of the conversion price for the

July 2025 Note then in effect, in each case of (i) and (ii), for at least 20 trading days (whether or not consecutive) during any 30

consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately

preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of

the July 2025 Note, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

No sinking fund is provided for

the July 2025 Note.

If the Company undergoes a change of control (as defined in the July 2025 Note), then, subject to certain conditions

and except as described in the July 2025 Note, the holder may require the Company to redeem for cash all (but not less than all) of July

2025 Note at a price equal to 100% of the principal amount of the July 2025 Note.

The July 2025 Note sets forth certain events of default

after which the July 2025 Note may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events

of default involving the Company after which the July 2025 Note becomes automatically due and payable.

If certain bankruptcy and insolvency-related

events of default occur with respect to the Company, the principal of, and accrued and unpaid interest, if any, on, the July 2025 Note

shall automatically become due and payable.

If an event of default with respect to the July 2025 Note, other than certain bankruptcy

and insolvency-related events of default with respect to the Company, occurs and is continuing, a holder may at its option declare the

July 2025 Note to be immediately due and payable.

July 1, 2024, we entered into Note Purchase Agreements and the Exchange Agreement (together the “July 2024 Purchase Agreement”),

pursuant to which we issued to certain accredited investors and qualified institutional buyers approximately $50.0 million in aggregate

principal amount in July 2024 Notes.

A trust controlled by Thurman J.

Rodgers holds $18,000,000 principal amount of the July 2024 Notes.

The July 2024 Notes accrue interest at the rate of 12.0% annually, which will be payable semiannually in arrears on January 1 and July

1 of each year, beginning on July 1, 2025, and the trust controlled by Mr.

Rodgers received such interest payments during 2025 and will

be entitled to such interest payments during 2026.

The July 2024 Notes are convertible at the option of the holders at any time prior

to the payment of the payment of the principal amount of such convertible note in full.

Upon conversion of any convertible note, we will

satisfy its conversion obligation by delivering shares of common stock and paying cash in respect of any fractional shares.

The conversion

rate for the convertible notes is initially equal to 595.2381 shares of common stock per $1,000 principal amount due under the convertible

The conversion rate shall be subject to adjustment from time to time pursuant to the terms of the convertible notes.

Senior Unsecured Convertible Notes issued to Affiliates

2024 and 2025, we entered into note purchase agreements with certain accredited investors and qualified institutional buyers relating

to the sale and issuance of our 7.0% senior unsecured convertible notes (“7% Notes”).

In September 2024, the Company issued

$4.0 million principal amount of the 7% Notes to the Rodgers Family and Free Markets Charitable Trust, and the Company issued $4.0 million

principal amount of the 7.0% Notes to the Rodgers Massey Revocable Living Trust.

Rodgers is a trustee of each of the Rodgers

Family and Free Markets Charitable Trust and the Rodgers Massey Revocable Living Trust.

Additionally, the Company also issued $750,000

principal amount of the 7.0% Convertible Notes due 2029 to the Dan and Kathy McCranie 2000 Revocable Trust, for which J.

Daniel McCranie

serves as trustee.

principal amount of the 7% Notes to the Dan and Kathy McCranie 2000 Revocable Trust, for which J.

Daniel McCranie serves as trustee.

McCranie was appointed to serve as a director of the Company on January 24, 2025.

Interest on the September 2024 Notes accrues

at a rate of 7.00% per year from September 16, 2024 and will be payable semiannually in arrears on January 1 and July 1

of each year, beginning on January 1, 2025.

On or after September 16, 2025, until the close of business on the second scheduled trading

day immediately preceding the maturity date, holders of the September 2024 Notes may convert all or any portion of their September 2024

Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder.

Upon conversion, the Company may satisfy

its conversion obligation by paying or delivering, as the case may be, cash, shares of Common Stock or a combination of cash and shares

of Common Stock, at the Company’s election, in the manner and subject to the terms, conditions and limitations provided in the Indenture.

On December 18, 2024, at our annual meeting of stockholders, our stockholders approved the issuance of shares of our common stock

upon conversion of the September 2024 Notes in excess of the limitations otherwise applicable under the Indenture as a result of

Nasdaq Listing Rule 5635(d)(2).

As a result of this stockholder approval, we will seek approval to amend the Indenture to enable

the earlier conversion of the September 2024 Notes.

The conversion rate for the September 2024

Notes is initially 467.8363 shares of Common Stock per $1,000 principal amount of September 2024 Notes.

The conversion rate for the

September 2024 Notes is subject to adjustment from time to time in accordance with the terms of the Indenture.

In addition, upon

a conversion of the September 2024 Notes after September 16, 2025, following certain corporate events that occur prior to the

maturity date of the September 2024 Notes or if the Company delivers a notice of redemption in respect of the September 2024

Notes, the Company will, under certain circumstances, increase the conversion rate of the September 2024 Notes for a holder who elects

to convert its September 2024 Notes following September 16, 2025, in connection with such a corporate event that occurs prior

to the maturity date, or if the Company delivers a notice of redemption in respect of the September 2024 Notes.

Pegasus Solar

During 2024, Pegasus Solar entered into commercial

agreements with Complete Solaria.

Pegasus Solar designs and manufactures solar panel hardware and mounting systems that are purchased

by Complete Solaria.

Devin Whatley, a director, is the general partner of Ecosystem Integrity Fund, which holds an equity investment in

Pegasus Solar.

All agreements between Complete Solaria and Pegasus Solar were entered into in the ordinary course of business.

Since January 1,

2024, we have paid Pegasus Solar approximately $235,422 for the products supplied by Pegasus Solar to Complete Solaria.

Other than indirectly

through Ecosystem Integrity Fund’s equity interest in Pegasus Solar, Mr.

Whatley does not have a direct financial interest

in our relationship with Pegasus Solar or our transactions with Pegasus Solar.

Whatley was not involved in the negotiation of

the commercial agreements between Complete Solaria and Pegasus Solar.

SameDay Solar

Complete Solaria previously entered into commercial

agreements with SameDay Solar, a residential solar installer.

William Anderson, a director and our former Chief Executive Officer, owns

60% of the equity securities of SameDay Solar, and he is Chief Executive Officer of SameDay Solar.

All agreements between Complete Solaria

and SameDay Solar previously were entered into in the ordinary course of business.

Since January 1, 2024, we have paid SameDay Solar

a total of approximately $1,065,833.

on the 7% Notes accrues at a rate of 7.00% per year from September 16, 2024 and will be payable semiannually in arrears on January 1

and July 1 of each year, beginning on January 1, 2025.

The trusts affiliated with Mr.

Rodgers and Mr.

McCranie received such interest

payments during 2025 and will be entitled to such interest payments during 2026.

Holders of the 7% may convert all or any portion of

their 7%Notes at any time, in integral multiples of $1,000 principal amount, at the option of the holder.

Upon conversion, the Company

may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash

and shares of common stock, at the Company’s election, in the manner and subject to the terms, conditions and limitations provided

in the Indenture.

On December 18, 2024, at our annual meeting of stockholders, our stockholders approved the issuance of shares of our

common stock upon conversion of the 7% Notes in excess of the limitations otherwise applicable under the Indenture as a result of Nasdaq

Listing Rule 5635(d)(2).

As a result of this stockholder approval, we will seek approval to amend the Indenture to enable the earlier

conversion of the 7% Notes.

conversion rate for the 7% 2024 Notes was initially 467.8363 shares of common stock per $1,000 principal amount of 7% Notes.

The conversion

rate for the 7% Notes is subject to adjustment from time to time in accordance with the terms of the Indenture, and currently the 7.0%

Notes are convertible at the rate of 584.7953 shares of common stock per $1,000 principal amount of these notes.

In addition, upon a

conversion of the 7% Notes following certain corporate events that occur prior to the maturity date of the 7% Notes or if the Company

delivers a notice of redemption in respect of the 7% Notes, the Company will, under certain circumstances, increase the conversion rate

of the 7% Notes for a holder who elects to convert its 7% Notes following September 16, 2025, in connection with such a corporate event

that occurs prior to the maturity date, or if the Company delivers a notice of redemption in respect of the 7% Notes.

May 13, 2024, the Company entered into a Simple Agreement for Future Equity (the “Third SAFE”) with a trust affiliated with

Rodgers (the “Purchaser”) in connection with the Purchaser investing $1.0 million in the Company.

The Third SAFE

is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions

with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity

Financing as defined in the Third SAFE, at a per share conversion price which is equal to 50% of the price per share of the Company’s

common stock sold in an Equity Financing.

If the Company consummates a change of control prior to the termination of the Third SAFE,

the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject

to certain adjustments as set forth in the Third SAFE.

The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s

common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s

common stock on May 13, 2024, multiplied by (ii) 50%.

Given that the SAFE could be settled in cash or a variable number of shares, the

Company has accounted for the instrument as a liability at its fair value.

On January 31, 2024, we entered into the First SAFE with the Purchaser

in connection with the Purchaser investing $1.5 million in the Company.

On February 15, 2024, we entered into the Second SAFE with the

Purchaser in connection with the Purchaser investing $3.5 million in the Company.

On April 21, 2024, we entered into an amendment for

each of our First SAFE and Second SAFE to convert the invested amounts into shares of our common stock.

The conversion share price was

$0.36, calculated as the product of (i) $0.45, the closing price of our common stock on April 19, 2024, multiplied by (ii) 80%.

of the conversion of the First SAFE and Second SAFE, 4,166,666 and 9,722,222 shares of our common stock, respectively, have been issued

to the Purchaser.

previously entered into commercial agreements with SameDay Solar, a residential solar installer.

William Anderson, a director and our

former Chief Executive Officer, owns 60% of the equity securities of SameDay Solar, and he is the Chief Executive Officer of SameDay

All agreements between SunPower and SameDay Solar previously were entered into in the ordinary course of business;

provided, however,

the Company facilitates equipment purchases for SameDay Solar, and SameDay Solar receives the benefit of the pricing received by the

Company for equipment purchases, including for projects that are completed by SameDay Solar on behalf of the Company and that do not

involve the Company or its customers.

Since January 1, 2022, we have paid SameDay Solar a total of approximately $2.3 million.

receives separate compensation from SameDay Solar, and given his equity ownership, Mr.

Anderson also has a 60% interest in SameDay Solar’s

profits and earnings.

January 1, 2024, we have paid SameDay Solar a total of approximately $1,065,833.

Since January 1, 2024, Mr.

Anderson has received approximately $15,000 of remuneration

from SameDay Solar relating to its relationship with Complete Solaria.

Given his equity ownership, Mr.

Anderson also has a 60% interest

in SameDay Solar’s profits and earnings.

Employment Arrangements

Complete Solaria has entered into employment agreements

with certain of its executive officers.

For more information regarding these agreements with Complete Solaria’s named executive

officers, see the section titled “ Employment Arrangements with Named Executive Officers.

Stock Option Grants to Directors and Executive

Complete Solaria has granted stock options to

certain of its directors and executive officers.

For more information regarding the stock options and stock awards granted to Complete

Solaria’s directors and named executive officers, see the section titled “ Executive Compensation .”

Indemnification Agreements

Complete Solaria entered into new indemnification

agreements with the directors and officers of Complete Solaria following the Business Combination.

Complete Solaria’s certificate of incorporation

contains provisions limiting the liability of directors, and Complete Solaria’s amended and restated bylaws provide that Complete

Solaria will indemnify each of its directors and officers to the fullest extent permitted under Delaware law.

Complete Solaria’s

amended and restated certificate of incorporation and amended and restated bylaws also provide the Board of Directors with discretion

to indemnify Complete Solaria’s employees and other agents when determined appropriate by the Board of Directors.

Policies and Procedures for Related Person

The Board of Directors adopted a written related

person transactions policy that sets forth Complete Solaria’s policies and procedures regarding the identification, review, consideration

and oversight of “related person transactions.” For purposes of the Complete Solaria policy only, a “related person

transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships)

in which Complete Solaria or any of its subsidiaries are participants involving an amount that exceeds $120,000, including purchases of

goods or services by or from the related person or entities in which the related person has a material interest, indebtedness and guarantees

of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act.

Under the policy, the related person in question

or, in the case of transactions with a holder of more than 5% of any class Complete Solaria’s voting securities, an officer with

knowledge of a proposed transaction, must present information regarding the proposed related person transaction to Complete Solaria’s

Audit Committee (or, where review by Complete Solaria’s Audit Committee would be inappropriate, to another independent body of the

Board of Directors) for review.

To identify related person transactions in advance, Complete Solaria will rely on information supplied

by Complete Solaria’s executive officers, directors and certain significant stockholders.

In considering a related person transaction,

Complete Solaria’s Audit Committee will take into account the relevant available facts and circumstances, which may include, but

are not limited to:

● the risks, costs, and benefits to Complete Solaria;

● the impact on a director’s independence in the event

the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

● the extent of the related person’s interest in the transaction;

● the purpose and terms of the transaction;

● management’s recommendation with respect to the proposed

related person transaction;

● the availability of other sources for comparable services

● whether the transaction is on terms comparable to those that

could be obtained in an arm’s length transaction.

Complete Solaria’s Audit Committee will

approve only those transactions that it determines are fair to us and in Complete Solaria’s best interests.

Principal Accountant Fees and Services

received approximately $15,000 of remuneration from SameDay Solar relating to its relationship with the Company.

Given his equity ownership,

Anderson also has a 60% interest in SameDay Solar’s profits and earnings.

Company has entered into employment agreements with certain of its executive officers.

For more information regarding these agreements

with the Company’s named executive officers, see the section titled “ Employment Arrangements with Named Executive Officers.

Option Grants to Directors and Executive Officers

Company has granted stock options, restricted stock and other equity-based awards to certain of its Directors and executive officers.

For more information regarding the stock options and stock awards granted to the Company’s Directors and named executive officers,

see the section titled “ Executive Compensation .”

Indemnification

Company has entered into indemnification agreements with its Directors and officers.

Company’s certificate of incorporation contains provisions limiting the liability of its Directors, and the Company’s amended

and restated bylaws provide that the Company will indemnify each of its Directors and officers to the fullest extent permitted under

Delaware law.

The Company’s amended and restated certificate of incorporation and amended and restated bylaws also provide the

Board of Directors with discretion to indemnify the Company’s employees and other agents when determined appropriate by the Board

of Directors.

and Procedures for Related Person Transactions

Board of Directors adopted a written related person transactions policy that sets forth the Company’s policies and procedures regarding

the identification, review, consideration and oversight of “related person transactions.” For purposes of the Company’s

policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions,

arrangements or relationships) in which the Company or any of its subsidiaries are participants involving an amount that exceeds $120,000,

including purchases of goods or services by or from the related person or entities in which the related person has a material interest,

indebtedness and guarantees of indebtedness, subject to certain exceptions set forth in Item 404 of Regulation S-K under the

Securities Act.

the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class the Company’s

voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person

transaction to the Company’s Audit Committee (or, where review by the Company’s Audit Committee would be inappropriate, to

another independent body of the Board of Directors) for review.

To identify related person transactions in advance, the Company will

rely on information supplied by its executive officers, Directors and certain significant stockholders.

In considering a related person

transaction, the Company’s Audit Committee will take into account the relevant available facts and circumstances, which may include,

but are not limited to:

the risks, costs, and benefits

to the Company;

the impact on a Director’s

independence in the event the related person is a director, immediate family member of a director or an entity with which a director

is affiliated;

the extent of the related

person’s interest in the transaction;

the purpose and terms of

the transaction;

management’s recommendation

with respect to the proposed related person transaction;

the availability of other

sources for comparable services or products;

whether the transaction

is on terms comparable to those that could be obtained in an arm’s length transaction.

Company’s Audit Committee will approve only those transactions that it determines are fair to us and in the Company’s best

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth

the aggregate fees billed for professional audit services and other services rendered by BDO for fiscal year 2024.

All of the services

described in the following fee table were approved by the Audit Committee.

(in thousands)

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees

The following table sets forth

the aggregate fees billed for professional audit services and other services rendered by Deloitte for fiscal years 2024 and 2023.

of the services described in the following fee table were approved by the Audit Committee.

Accountant Fees and Services

following table presents fees for professional audit services and other services billed by BDO, our independent registered public accounting

firm, for fiscal years 2025 and 2024.

All of the services described in the following fee table were approved by the Audit Committee.

(in thousands)

2 unchanged sentences

All Other Fees

(1) Audit Fees — This category includes the audit of our annual financial

statements, the audit of our internal control over financial reporting, if applicable, the review of our financial statements

included in our Quarterly Reports on Form 10-Q, and services that are normally provided by the independent registered public

accounting firm in connection with statutory audit and regulatory filings for those fiscal years.

This category also includes

advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

(2) Audit-Related Fees — This category

generally consists of assurance and related services, such as due diligence related to acquisition, business combination and finance

(3) Tax Fees — This category consists

of services for tax compliance, tax advice, and tax planning.

Pre-Approval Policies and Procedures

Our Audit Committee has procedures in place for

the pre-approval of all audit services, audit-related services, tax services, and other services rendered by our independent registered

public accounting firm.

Our Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related

services and tax services up to specified amounts.

Pre-approval may also be given as part of our Audit Committee’s approval of the

scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is

engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members,

but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the

rendering of services other than audit services by our independent registered public accounting firm is compatible with maintaining the

principal accountant’s independence.

Transition from Deloitte

Audit Fees — This

category includes the audit of our annual financial statements, the audit of our internal control over financial reporting, if applicable,

the review of our financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided

by the independent registered public accounting firm in connection with statutory audit and regulatory filings for those fiscal years.

This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim

financial statements.

Audit-Related Fees — This

category generally consists of assurance and related services, such as due diligence related to acquisition, business combination

and finance offering.

Tax Fees — This

category consists of services for tax compliance, tax advice, and tax planning.

Policies and Procedures

Audit Committee has procedures in place for the pre-approval of all audit services, audit-related services, tax services, and other services

rendered by our independent registered public accounting firm.

Our Audit Committee generally pre-approves specified services in the defined

categories of audit services, audit-related services and tax services up to specified amounts.

Pre-approval may also be given as part

of our Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case

basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to one or more

of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by our independent registered public accounting

firm is compatible with maintaining the principal accountant’s independence.

from Deloitte to BDO

August 1, 2024, we notified Deloitte & Touche LLP (“Deloitte”) of its dismissal, effective as of the same day,

as our independent registered public accounting firm.

Deloitte served as our independent registered public accounting firm since the closing

of the Business Combination.

Deloitte served as our independent registered public accounting firm since the

closing of the Business Combination.

The decision to change the independent public accounting firm was approved by our Audit Committee.

2 unchanged sentences

with Deloitte within the meaning of Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or

practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte’s satisfaction,

would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable

events under Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except with respect to the

material weaknesses as described below and in Item 9A of this Annual Report on Form 10-K.

practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Deloitte’s

satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or

(2) reportable events under Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, except

with respect to the material weaknesses as described below and in Item 9A of this Annual Report on Form 10-K.

previously disclosed in our Annual Report on Form 10-K for fiscal 2023, we determined that material weaknesses in our internal control

over financial reporting existed because (a) we did not have sufficient full-time accounting personnel, (i) to enable appropriate

reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with

over financial reporting existed because (a) we did not have sufficient full-time accounting personnel, (i) to enable

appropriate reviews over the financial close and reporting process, (ii) to allow for appropriate segregation of duties, and (iii) with

the requisite experience and technical accounting knowledge to identify, review and resolve complex accounting issues under generally

accepted accounting principles in the U.S., and (b) with respect to inventory controls related to the completeness, existence, and

cut-off of the inventories held at third parties, and controls related to the calculation of adjustments to inventory for items considered

excessive and obsolete.

Additionally, we did not adequately design and/or implement controls related to conducting a formal risk assessment

cut-off of the inventories held at third parties, and controls related to the calculation of adjustments to inventory for items

considered excessive and obsolete.

Additionally, we did not adequately design and/or implement controls related to conducting a formal

risk assessment process.

audit reports of Deloitte on our consolidated financial statements as of and for the years ended December 31, 2022 and 2023

8 unchanged sentences

as Exhibit 16.1 to the Form 8-K.

August 1, 2024, following the dismissal of Deloitte, the Audit Committee, after a competitive process to review the appointment of

the Company’s independent registered public accounting firm, approved the engagement of BDO USA, P.C.

(“BDO”) as the

Company’s independent registered public accounting firm.

August 1, 2024, following the dismissal of Deloitte, the Audit Committee, after a competitive process to review the appointment

of the Company’s independent registered public accounting firm, approved the engagement of BDO USA, P.C.

the Company’s independent registered public accounting firm.

our fiscal years ended December 31, 2022 and 2023 and through July 31, 2024, neither the Company, nor anyone on its behalf,

5 unchanged sentences

event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Transition from Marcum

July 18, 2023, the Audit Committee of the Company’s board of directors approved the engagement of Deloitte as the Company’s

independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December

Deloitte previously served as the independent registered public accounting firm of Legacy Complete Solaria prior to the Business

Accordingly, Marcum LLP (“Marcum”), FACT’s independent registered public accounting firm prior to the Business

Combination, was informed that it would be replaced by Deloitte as the Company’s independent registered public accounting firm,

following the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Marcum’s report of independent

registered public accounting firm dated April 6, 2023 on the FACT balance sheet as of December 31, 2022, the related statements of operations,

changes in shareholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related

notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as

to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding substantial doubt

about FACT’s ability to continue as a going concern.

FACT determined that a material weakness exists in its internal control over

financial reporting related to the accounting for complex financial instruments, accrued expenses and accounts payable, and foreign exchange

transactions.

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there were no “disagreements”

(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have

caused Marcum to make reference thereto in its reports on FACT’s financial statements for such periods.

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, there have been

no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).

During the period from December

23, 2020 (FACT’s inception) through December 31, 2022 and the subsequent interim period through March 31, 2023, (i) the Company

did not both (a) consult with Deloitte as to the application of accounting principles to a specified transaction, either completed or

proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements and (b) receive

a written report or oral advice that Deloitte concluded was an important factor considered by the Company in reaching a decision as to

such accounting, auditing, or financial reporting issue;

and (ii) the Company did not consult Deloitte on any matter that was either the

subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)

or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Company has provided Marcum with a copy of the disclosures made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation

S-K under the Exchange Act and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees

with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and,

if not, stating the respects in which it does not agree.

A letter from Marcum is attached hereto as Exhibit 16.1.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following are filed with this Annual Report

on Form 10-K:

The following are filed with this Annual Report on Form 10-K:

Financial Statements:

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Financial Statement Schedules:

All financial statement schedules have been omitted because they are not required, not applicable or the required information is otherwise included.

The exhibits listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated below.

Exhibit Number

Exhibit Description

Controlled Equity Offering SM Sales Agreement dated December 19, 2024 by and between Complete Solaria, Inc.

and Cantor Fitzgerald & Co.

Amended and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation

Agreement and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC

Asset Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies, Ltd.

Certificate of Incorporation of Complete Solaria

Bylaws of Complete Solaria

Form of Replacement Warrant

Form of First Amendment to Replacement Warrant

Amended and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto

Warrant Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Indenture, dated September 16, 2024, between the Company and U.S.

All financial statement schedules have been omitted because they are not required, not applicable or the required information is

otherwise included.

listed below are filed as part of this Annual Report on Form 10-K or incorporated herein by reference, in each case as indicated

Equity Offering SM Sales Agreement dated December 19, 2024 by and between Complete Solaria, Inc.

and Cantor Fitzgerald

and Restated Business Combination Agreement, dated as of May 26, 2023, by and among Freedom Acquisition I Corp., Jupiter Merger Sub

I Corp., Jupiter Merger Sub II LLC, Complete Solar Holding Corporation, and The Solaria Corporation

and Plan of Merger, dated as of October 3, 2022, by and between Complete Solar Holding Corporation, Complete Solar Midco, LLC, Complete

Solar Merger Sub, Inc., The Solaria Corporation, and Fortis Advisors LLC

Purchase Agreement dated September 19, 2023, by and among Complete Solaria, Inc., SolarCA, LLC, and Maxeon Solar Technologies,

of Incorporation of Complete Solaria

of Amendment to Certificate of Incorporation of SunPower Inc.

Amended and Restated Bylaws of Complete Solaria

of Replacement Warrant

of First Amendment to Replacement Warrant

and Restated Registration Rights Agreement, dated July 18, 2023, by and among the Company and certain other stockholders party thereto

Agreement, dated February 25, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

dated September 16, 2024, between the Company and U.S.

Bank Trust Company, National Association

Form of 7.0% Convertible Senior Note due 2029

Form of Indenture

Description of Capital Stock

Form of Indemnification Agreement

Forward Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

of SAFE (2024)

of 7.0% Convertible Senior Note due 2029

of 12.0% Convertible Senior Note due 2029

of Seller Note

Promissory Note

of Physical Note for 7.0% Convertible Senior Notes due 2029

Promissory Note dated November 20, 2025

Promissory Note dated January 29, 2026

Promissory Note, dated as of January 27, 2026, issued to YA II PN, LTD

Convertible Debenture dated March 6, 2026

of Capital Stock

of Indemnification Agreement

Purchase Agreement, dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora

Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

and Complete Solaria, Inc.

Forward Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Purchase Agreement, dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Freedom Acquisition I Corp.

and Complete Solaria, Inc.

Forward Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

and Complete Solaria,

Purchase Agreement, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced

Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

and Complete Solaria, Inc.

FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital

Partners, LP and Meteora Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

and Complete Solaria, Inc.

Exhibit Number

Exhibit Description

FPA Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Freedom Acquisition I Corp.

Funding Amount Pipe Subscription Agreements dated July 13, 2023, between Polar Multi-Strategy Master Fund;

Freedom Acquisition I

and Complete Solaria, Inc.

FPA Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Funding Amount Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric

True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

and Complete Solaria, Inc.

New Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP and Meteora Select Trading Opportunities Master, LP;

Solaria, Inc.

Money Pipe Subscription Agreements dated July 13, 2023, between Meteora Special Opportunity Fund I, LP, Meteora Capital Partners,

LP and Meteora Select Trading Opportunities Master, LP;

Freedom Acquisition I Corp.;

and Complete Solaria, Inc.

New Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Money Pipe Subscription Agreements, dated July 13, 2023, between Diametric True Alpha Market Neutral Master Fund, LP, Diametric True

Alpha Enhanced Market Neutral Master Fund, LP, and Pinebridge Partners Master Fund, LP;

Freedom Acquisition I Corp.

and Complete Solaria, Inc.

Form of Subscription Agreement

Promissory Note dated July 10, 2023, issued by Freedom Acquisition I Corp.

Solaria, Inc.

of Subscription Agreement

Note dated July 10, 2023, issued by Freedom Acquisition I Corp.

to Freedom Acquisition I LLC

Consent to Business Combination Agreement, dated July 9, 2023.

Complete Solaria, Inc.

to Business Combination Agreement, dated July 9, 2023.

Incentive Equity Plan

Forms of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement

Complete Solaria, Inc.

of Option Grant Notice and Option agreement and Global RSU Grant Notice and Agreement

Employee Stock Purchase Plan

Form of Employment Agreement between Complete Solaria, Inc.

of Employment Agreement between Complete Solaria, Inc.

and Executive Officers

Exchange Agreement dated July 1 2024 among Complete Solaria, Inc.

Agreement dated July 1 2024 among Complete Solaria, Inc.

and the Purchasers party thereto

Form of Convertible Note dated July 1, 2024

Form of Convertible Note Purchase Agreement dated July 1, 2024

Form of Note Purchase Agreement

Form of Polar Third Amendment to Forward Purchase Agreement

Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

Amendment No.

of Convertible Note dated July 1, 2024

of Convertible Note Purchase Agreement dated July 1, 2024

of Note Purchase Agreement

of Polar Third Amendment to Forward Purchase Agreement

Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

1 to Common Stock Purchase Agreement effective July 24, 2024 between the Company and White Lion

Amendment No.

2 to Common Stock Purchase Agreement effective August 14, 2024 between the Company and White Lion

Registration Rights Agreement dated July 16, 2024 by and between the Company and White Lion

OTC Equity Prepaid Forward Transaction Third Amendment dated as of July 17, 2024 by and between Polar Multi-Strategy Master Fund and the Company

Asset Purchase Agreement dated as of August 5, 2024 by and among the Company, SunPower Corporation and the other parties thereto

Employment Agreement dated October 10, 2024 between the Company and Daniel Foley

Transition Services Agreement dated September 30, 2024 among Complete Solaria, Inc.

3 to Common Stock Purchase Agreement effective as of January 11, 2026 between the Company and White Lion

Rights Agreement dated July 16, 2024 by and between the Company and White Lion

Equity Prepaid Forward Transaction Third Amendment dated as of July 17, 2024 by and between Polar Multi-Strategy Master Fund and

Purchase Agreement dated as of August 5, 2024 by and among the Company, SunPower Corporation and the other parties thereto

Agreement dated October 10, 2024 between the Company and Daniel Foley

Services Agreement dated September 30, 2024 among Complete Solaria, Inc.

and the other parties thereto

Form of Amendment to SAFE (2024)

Employment Agreement dated April 24, 2024 between the Company and Brian Wubbels

of Amendment to SAFE (2024)

of Sandia Second Amendment to Forward Purchase Agreement

18 unchanged sentences

of Employment Extension Agreement

of Amendment to OTC Equity Prepaid Forward Transaction

Amendment to OTC Equity Prepaid Forward Transaction

Interest Purchase agreement, dated September 21, 2025, by and among the Company, Complete Solar, Inc., Sunder Energy LLC and Chicken

Parm Pizza LLC

of September 2025 Note Purchase Agreement

Interest Purchase Agreement, dated November 21, 2025, by and among SunPower Inc., Ambia Energy, LLC and Ambia Holdings, Inc.

Equity Purchase Agreement, dated as of January 27, 2026, by and between SunPower Inc.

and YA II PN, LTD

Rights Agreement, dated as of January 27, 2026, between SunPower Inc.

and YA II PN, LTD

Purchase Agreement, dated as of January 30, 2026, among SunPower Inc., Cobalt Power Systems, Inc.

and the selling shareholders party

Purchase Agreement dated March 6, 2026 between SunPower Inc.

and YA II PN, LTD

Registration Rights Agreement dated March 6, 2026 between SunPower Inc.

and YA II PN, LTD

Amendment and Agreement dated March 5, 2026 between SunPower Inc.

and Chicken Parm Pizza LLC

Letter dated February 1, 2026 between SunPower Inc.

and Wendell Laidley

Form of Restricted Stock Inducement Agreement

Code of Business Conduct and Ethics

from Deloitte & Touche LLP

1 unchanged sentence

Trading Policy

of Deloitte & Touche, LLP, independent registered public accounting firm

of BDO USA, P.C.

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted

pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

List of Subsidiaries

Certification of the Principal

Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal

Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Principal

Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Principal

Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

6 unchanged sentences

Filed herewith

Indicates a management contract or compensatory plan, contract or arrangement.

Indicates a management

contract or compensatory plan, contract or arrangement.

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

COMPLETE SOLARIA, INC.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

April 14, 2026

/s/ THURMAN J.

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose signature appears below constitutes and appoints Thurman J.

Rodgers and Daniel Foley his true and lawful

attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead, in any and all capacities to

sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and

perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes

as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes,

may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Thurman J.

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thurman J.

Rodgers and Wendell

Laidley his true and lawful attorney-in-fact and agent, with full power of substitution and, for him and in his name, place and stead,

in any and all capacities to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto

and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent

full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as

fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and

agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Director

1 unchanged sentence

(Principal Executive Officer)

/s/ Daniel Foley

Chief Financial Officer

April 14, 2026

(Principal Financial and Accounting Officer)

/s/ Chris Lundell

Wendell Laidley

(Principal Financial Officer)

Chief Accounting Officer

April 14, 2026

Jeanne Nguyen

(Principal Accounting Officer)

April 14, 2026

Chris Lundell

/s/ Antonio R.

April 14, 2026

1 unchanged sentence

April 14, 2026

/s/ Ronald Pasek

April 14, 2026

/s/ Tidjane Thiam

April 14, 2026

Tidjane Thiam

/s/ Devin Whatley

April 14, 2026

Devin Whatley

/s/ William J.

April 14, 2026

/s/ Lothar Meir

April 14, 2026

Daniel McCranie

April 14, 2026

Daniel McCranie

April 14, 2026

Jamie Haenggi

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures