AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
EXHIBIT
10.1
AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER
THIS
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made
and entered into as of October 15, 2008, by and among Balqon Corporation, a
California corporation, with its principal office at 0000 X. Xxxxxxx, Xxxx X-0,
Xxxxx Xxx, Xxxxxxxxxx, 00000 (“Balqon”), BMR
Solutions, Inc., a Nevada corporation, with its principal office at 0000 Xxxxxxx
Xxxx, Xxxxx 0, Xxxxxxx Xxxxx, XX 00000 (“BMR”), and Balqon
Acquisition Corp., a newly-formed wholly-owned subsidiary of BMR (“Acquisition
Sub”).
R E C I T A L S
A. Balqon,
BMR and Acquisition Sub entered into that certain Agreement and Plan of Merger
dated September 15, 2008 (the “Merger
Agreement”).
B. Balqon,
BMR and Acquisition Sub now desire to amend a certain provision of the Merger
Agreement as set forth below.
NOW
THEREFORE, in consideration of the foregoing premises and the respective
promises and agreements of the parties set forth herein, the parties hereto
agree as follows:
1. Definitions. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings ascribed thereto in the Merger Agreement.
2. Amendment. Section
14(a)(iii) of the Merger Agreement is hereby amended by deleting the reference
to October 15, 2008 and replacing it with October 24, 2008.
3. Miscellaneous. Except
as modified and amended pursuant to this Amendment, the Merger Agreement shall
remain in full force and effect. This Amendment may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. This
Amendment will become binding when one or more counterparts hereof, individually
or taken together, will bear the signatures of all the parties reflected hereon
as signatories.
[Signatures
on Following Page]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to
Agreement and Plan of Merger as of the date first above written.
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BMR
SOLUTIONS, INC.
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By: |
/s/
K. Xxxx Xxxxxx
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Name: K. Xxxx
Xxxxxx
Title: President
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BALQON
ACQUISITION CORP.
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By: |
/s/
K. Xxxx Xxxxxx
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Name: K. Xxxx
Xxxxxx
Title: President
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BALQON
CORPORATION
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By:
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/s/
Xxxxxxxxx Xxxxx
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Name: Xxxxxxxxx
Xxxxx
Title: President
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