ex_10-1.htm


    
      

    

    
      

    

    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 1701 E. Edinger, Unit E-3,
Santa Ana, California, 92705 (“Balqon”), BMR
Solutions, Inc., a Nevada corporation, with its principal office at 1184 Rutland
Road, Suite 2, Newport Beach, CA 92660 (“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
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    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.

     

    
      
        	 	 	 	

                BMR
      SOLUTIONS, INC.

              	 
	 	 	 	 	 
	
                 

              	 	By: 
      	
                

                  /s/
      K. John Shukur

                

              	 
	
                 

              	 	 	
                Name: K. John
      Shukur 
      
                  Title: President

                

              	 


      

       

      
        
          	 	 	 	

                  

                    BALQON
      ACQUISITION CORP.

                  

                	 
	 	 	 	 	 
	
                   

                	 	By: 
      	
                  /s/
      K. John Shukur

                	 
	
                   

                	 	 	
                  Name: K. John
      Shukur 
      
                    Title: President

                  

                	 


        

         

        
          
            	 	 	 	

                    

                      BALQON
      CORPORATION

                    

                  	 
	 	 	 	 	 
	
                     

                  	 	
                     By: 

                  	
                    

                      /s/
      Balwinder Samra 

                    

                  	 
	
                     

                  	 	 	
                    Name: Balwinder
      Samra 
      
                      Title: President