Exhibit 10.1
[Letterhead of
Cypress]
December 21, 2006
PowerLight Corporation
2954 San Pablo Avenue
Berkeley, California 94702
To Whom It May Concern:
As an inducement to PowerLight
Corporation (the “ Company ”), a
California corporation, to execute the First Amendment to 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 upon the earlier of (i) June 30, 2007 and
(ii) 60 days after the date on which the Registration
Statement on Form S-3 (the “ Registration
Statement ”) to be filed with the Securities and
Exchange Commission (the “ SEC ”) by
Parent in connection with the resale of Class A common stock
to be issued in the Merger is declared effective by the SEC (the
“ Lock-up Period ”), 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 by the
undersigned as of the date hereof, or acquired hereafter, or
securities convertible into or exchangeable or exercisable for any
shares of Parent Class B Common Stock, (ii) enter
into,
