Exhibit 10.1 - Third Amendment to the Agreement and Plan of Merger


    
      

      

    

    

      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
        last sentence of Section 10.1 of the Merger Agreement is hereby amended as
        follows:

      


      “As
        used
        herein, the “Final Date” shall be January 5, 2007 or as otherwise extended by
        mutual consent.”

      


      2.     
        SPI’s
        Stock Option Plan and Options.
        Section
        2.1(b)(v) of the Merger Agreement is hereby amended as follows:

      



      
        
           

        

        
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      “(v)
         At
        the
        Effective Time, each holder of then outstanding options to purchase or otherwise
        acquire shares of SPI (“SPI Option”), whether or not such SPI Option is then
        exercisable, issued pursuant to the SPI 2006 Equity Incentive Plan (“SPI Option
        Plan”) or otherwise, will be granted awards under the Company's 2006 Equity
        Incentive Plan ("Company Option Plan") in substitution for awards issued
        under
        the SPI Option Plan (the “Substituted Option”). The Company Option Plan is
        substantially similar in all material respects to the SPI Option Plan and
        each
        Substituted Option shall continue to have, and be subject to, substantially
        similar terms and conditions set forth in such option and, if applicable,
        in the
        SPI Option Plan, immediately before the Effective Time, including provisions
        with respect to vesting (except as amended to terminate vesting provisions),
        except that each Substituted Option will be exercisable for that number of
        shares of common stock of the Company, $.0001 par value, equal to the number
        of
        shares of SPI common stock that were issuable upon the exercise of such option
        immediately before the Effective Time. The duration and others terms of each
        Substituted Option shall be the same as the original option, including the
        exercise price for such shares, which shall also remain the same, provided
        however, all references to SPI shall be deemed to be references to the
        Company.

      


      The
        Company shall take all corporate action necessary to reserve for issuance
        a
        sufficient number of shares of Company’s Common Stock for delivery upon the
        exercise of Substituted Options.”  

      


      3.    Effect
        of Amendment.
        Except
        as expressly modified by the provisions hereof, the Merger Agreement is in
        all
        respects ratified and confirmed, and shall continue in full force and effect
        in
        accordance with its terms. To the extent that there are any inconsistencies
        between this Amendment and the Merger Agreement, the terms and provisions
        of
        this Amendment shall prevail.

      


      4.    Entire
        Agreement.
        The
        Merger Agreement and this Amendment, taken as a whole, shall supersede any
        and
        all agreements, either oral or written, between the Parties with respect
        to its
        subject matter. 

       

      5.    Counterparts.
        This
        Amendment may be executed in one or more counterparts (including by facsimile)
        each of which when so executed will be deemed an original and all of which,
        when
        taken together, will constitute one and the same agreement. 

       

      


      


      SIGNATURE
        PAGE IMMEDIATELY FOLLOWS

      


      


      


      


      


      


      


      


      



      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Parties have executed this Amendment as of the date
        first
        above written.

      


      


      
        	 	
                SOLAR
                  POWER, INC.,
                  a
                  California corporation

              
	 	 
	 	 
	 	
                By:
                  /s/
                  Stephen C.
                  Kircher                     

              
	 	
                Name:
                  Stephen C. Kircher

              
	 	
                Title:
                  Chief Executive Officer and Chairman of Board

              
	 	 
	 	 
	 	
                SOLAR
                  POWER, INC., formerly
                  WELUND FUND, INC., a Nevada corporation

              
	 	 
	 	 
	 	
                By:
                  /s/
                  Terrell W.
                  Smith                         

              
	 	
                Name:
                  Terrell W. Smith

              
	 	
                Title:
                  Vice President and Treasurer 

              
	 	 
	 	 
	 	
                WELUND
                  ACQUISITION CORP.,
                  a
                  Nevada corporation

              
	 	 
	 	 
	 	
                By:
                  /s/
                  Terrell W.
                  Smith                         
                  

              
	 	
                Name:
                  Terrell W. Smith

              
	 	
                Title:
                  President 

              


      

      


      


      
 

       

       

       

       

       

       

       

       

       

       

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