Exhibit 10.7
Cornell Capital Partners, LP
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, Xxx Xxxxxx 00000
May 10, 2005
Power Technology, Inc.
000 Xxxxx Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx
Re: Amendment to Investor Registration Rights Agreement in Connection with
the Securities Purchase Agreement.
Dear Xx. Xxxxxx:
This letter sets out the agreement among Cornell Capital Partners, LP
("Cornell") and Power Technology, Inc. (the "Company") regarding amendments to
the Investor Registration Rights Agreement dated August 27, 2004 (the
"Registration Rights Agreement"). Cornell and the Company agree to extend the
Scheduled Filing Deadline referenced in Section 2(a) of the Registration Rights
Agreement to July 1, 2005. The parties further agree to extend the Scheduled
Effective Deadline referenced in Section 2(b) of the Registration Rights
Agreement to October 1, 2005. The Scheduled Filing Deadline shall hereinafter be
July 1, 2005, and the Scheduled Effective Deadline shall hereinafter be October
1, 2005.
Cornell further agrees to waive any Liquidated Damages pursuant to
Section 2(c) of the Registration Rights Agreement that may have accrued to date.
Liquidated Damages shall begin to accrue if the Registration Statement is not
filed by the amended Scheduled Filing Deadline specified above or if the
Registration Statement is not declared effective by the SEC by the amended
Scheduled Effective Deadline, in accordance with the Registration Rights
Agreement, as hereby amended.
Except as expressly set forth above, all of the terms and conditions
of the Registration Rights Agreement shall continue in full force and effect,
and shall not be in any way changed, modified or superseded. All capitalized
terms not defined herein shall have the meaning assigned to them in the
Registration Rights Agreement.
Please indicate your agreement to the foregoing by signing below where
indicated.
Sincerely,
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
--------------------------------
Name: Xxxx Xxxxxx
Its: President and Portfolio Manager
Acknowledged and Agreed
on May ___, 2005:
POWER TECHNOLOGY, INC.
By:
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
