Unassociated Document


    EXHIBIT 10.6


    THIRD
AMENDMENT TO LEASE

    


    THIS
THIRD AMENDMENT TO LEASE (this “Third Amendment”) is dated as of April 7, 2008
and is made between CYPRESS SEMICONDUCTOR CORPORATION, as Landlord, and SUNPOWER
CORPORATION, as Tenant, to be a part of that certain Office Lease Agreement and
all exhibits thereto, dated for reference purposes only as of May 15, 2006 (the
“Original Lease”), concerning approximately 43,732 rentable square feet (“RSF”),
located within the Premises stated in the Original Lease. The Premises are
located within the Building commonly known as Building #3, (the“Building”),
located at 3939 N. First Street (the “Land”) as shown on the floor plan on Exhibit
A to the Original Lease.

    


    Landlord
and Tenant now desire to modify the Original Lease and, in consideration of the
mutual promises contained herein and for the other good and valuable
consideration, the receipt and sufficiency of which the parties hereby
acknowledge, Landlord and tenant hereby agree, intending to be bound thereby,
that the Original Lease is modified and supplemented in accordance with the
terms and conditions set forth below:

     

    
      	
              1.  

            	
              Basic
      Terms Item #9 of the Original Lease is hereby amended to state in its
      entirety as follows:

            


    

     

                                                                                     

       

      
        	 Lease	 Monthly
    Base 	 Rentable	 Monthly
	 Months	  Rent /
      SF 	 Square Feet	 Base
	 1-2	 $0.00/SF	 43,732	 $-
	 3-8	 $2.16/SF	 43,732	 $94,461
	 9-12	 $2.16/SF	 45,840	 $99,014
	 13-14	 $2.25/SF	 45,840	 $103,140
	 15-24	 $2.25/SF	 51,228	 $115,263
	 25-36	 $2.34/SF	 51,228	 $119,873
	 37-48	 $2.43/SF	 51,228	 $124,484
	 49-60	 $2.53/SF	 51,228	 $129,606


      

       

    

                                                                                        


    
      	
              2.  

            	
              The
      monthly Base Rent remains unchanged through the 8th
      month (or December 31, 2006) as per Original Lease.  However,
      Article 2, Section 2.1, is hereby amended such that the monthly Base Rent
      shall be adjusted to include the additional space added pursuant to
      Section 1 of this Third Amendment.  Effective during the 9th
      month of the term (or January 1, 2007), the monthly Base Rent shall be
      adjusted to include the additional 2,108 RSF, and, effective during the
      15th
      month of the term (or July 1, 2007), the monthly Base Rent shall be
      adjusted to include the additional 5,388 RSF, in each case as shown in the
      Base Rent Table in Basic Terms Item #9 as amended by this Third
      Amendment.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              3.  

            	
              In
      the event of any inconsistency between this Third Amendment and the
      Original Lease, the terms in this Third Amendment shall prevail. Except as
      modified herein, the Original Lease remains in full force and
      effect.

            


    

     

    
      	
              4.  

            	
              The
      Original Lease, as amended by this Third Amendment, constitutes the entire
      agreement between the parties and supersedes any previous agreements
      between the parties with respect to the subject matter of this Third
      Amendment.  If any provision of this Third Amendment is held to
      be illegal, invalid or unenforceable, in whole or in part, such provision
      will be modified to the minimum extent necessary to make it legal, valid
      and enforceable, and the legality, validity and enforceability of the
      remaining provisions will not be affected
  thereby.

            


    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment as of the
date first set forth above.

     

    

    

    
      	 	CYPRESS
      SEMICONDUCTOR CORP:	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Neil
      Weiss	 
	 	 Name	Neil
      Weiss	 
	 	 Title	Sr.
      Vice President, Treasurer	 
	 	 Date	 4/7/08	 


    


    
      	 	SUNPOWER
      CORPORATION:	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Emmanuel
      Hernandez	 
	 	 Name	Emammuel
      Hernandez	 
	 	 Title	CFO	 
	 	 Date	 4/8/08	 


    

     

     

    
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