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THIRD AMENDMENT TO THE AGREEMENT
AND
PLAN OF MERGER
This Third Amendment to the Agreement and Plan of Merger (the
"Amendment") is entered into as of December 21, 2006 to be
effective as of August 23, 2006, by and among Solar Power, Inc., a
California corporation ("SPI"), Solar Power, Inc., a Nevada
corporation formerly known as Welund Fund, Inc. (the "Company") and
Welund Acquisition Corp., a Nevada corporation and a wholly-owned
subsidiary of the Company (the "Merger Sub"). SPI, Company and
Merger Sub also collectively referred to herein as the
"Parties."
RECITALS
WHEREAS, SPI, the Company and the Merger Sub are parties to that
certain Agreement and Plan of Merger dated August 23, 2006, as
amended by that certain First Amendment to the Agreement and Plan
of Merger dated October 4, 2006 and as further amended by the
Second Amendment to the Agreement and Plan of Merger dated December
1, 2006 (the "Merger Agreement").
WHEREAS, the Merger Agreement provides that the "Final Date" (as
defined in the Merger Agreement) can be extended by mutual consent
and the parties have extended the Final Date to January 5,
2007 by mutual consent on December 21, 2006.
WHEREAS, SPI, the Company and the Merger Sub desire to amend the
Merger Agreement to reflect the extension of the Final Date to
January 5, 2007.
WHEREAS, SPI has indicated to the Company that they are in the
final stages of resolving any remaining issues with the auditors in
connection with SPI’s audited financial statements.
WHEREAS, SPI, the Company and the Merger Sub also desire to
clarify their intent that all outstanding stock options of SPI
shall at the Effective Time (as defined in the Merger Agreement) be
substituted for stock options issued under the Company’s 2006
Equity Incentive Plan.
WHEREAS, the capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Merger
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual agreements set forth below, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Final Date . The
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