Exhibit 10.2
[Letterhead of C]
November 15, 2006
Pluto Acquisition Company
LLC
3939 North First Street
San Jose, California
95134
To Whom It May Concern:
As an inducement to PowerLight
Corporation (the “ Company ”), a
California corporation, to execute the Agreement and Plan of Merger
(the “ Merger Agreement ”;
capitalized terms used but not otherwise defined herein have the
meaning ascribed to them in the Merger Agreement); among SunPower
Corporation, a Delaware corporation and a majority owned Subsidiary
of the undersigned (“ Parent ”), Pluto
Acquisition Company LLC, a Delaware limited liability company and a
wholly owned subsidiary of Parent, the Company and Thomas L.
Dinwoodie, as Shareholders’ Representative, pursuant to
which, among other things, the Company will be merged with and into
Merger Sub (the “ Merger ”), the
undersigned hereby agrees that during the period commencing on the
date of the Merger Agreement and ending 120 days after the
date of the Merger Agreement (the “ Lock-Up
Period ”); provided, however, that if the
Registration Statement on Form S-4 (the “ Registration
Statement ”) to be filed with the Securities and
Exchange Commission (the “ SEC ”) by
Parent in connection with the Merger shall not have been declared
effective by the SEC prior to the thirty-first (31
st
) day after the
date on which it was first filed with the SEC (the “
31 st
Day
”), the Lock-Up
Period shall be extended by the number of days from and including
the 31 st Day until and including the day on
which the Registration Statement is declared effective by the SEC),
the undersigned will not, without the prior written consent of the
Company, directly or indirectly, (i) offer to sell, sell,
contract to sell, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant
for the sale of, or otherwise dispose of or transfer any shares of
Class B common stock, par value $0.001 per share
(the “ Parent Class B Common Stock
”), of Parent owned
