ex_10-23.htm


    
      

      

    

    Exhibit
10.23

     

     

    AMENDMENT
NO. 2 TO STOCK AND WARRANT PURCHASE AGREEMENT

     

     

    THIS
AMENDMENT NO. 2 TO STOCK AND WARRANT PURCHASE AGREEMENT (“Amendment”) is made as
of May 20, 2009 by and among Balqon Corporation, a Nevada corporation
(“Company”) and Marlin Financial Group, Inc. (“Marlin”).

     

    Recitals

     

    A.           On
October 24, 2008, the Company assumed the rights and obligations of Balqon
Corporation, a California corporation (“Balqon California”), under that certain
Stock and Warrant Purchase Agreement, dated August 28, 2008, by and between
Balqon California and Marlin (as amended by that certain Amendment No. 1 to
Stock and Warrant Purchase Agreement, dated March 30, 2009, the “Initial
Agreement”).

     

    B.           Amendment
No. 1 to the Stock and Warrant Purchase Agreement, dated March 30, 2009,
erroneously referred to Section 3.8(c) of the Initial Agreement as Section
3.7(c), and the Company and Marlin desire to rectify such error.

     

    C.           The
Company and Marlin desire to amend the Initial Agreement to terminate a
provision of the Initial Agreement pursuant to which Marlin’s ability to dispose
of the Company’s securities was restricted.

     

    Agreement

     

     

    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 Initial
    Agreement.

            


    

     

    
      	
              2.  

            	
              Clarification.  Section
      2.3 of Amendment No. 1 to Stock and Warrant Purchase Agreement are hereby
      amended by deleting all references to “Section 3.7(c)” and inserting in
      its place “Section 3.8(c)”.

            


    

     

    
      	
              3.  

            	
              Amendments.

            


    

     

    
      	
              3.1.     

            	
              Section
      3.8 of the Initial Agreement is hereby amended by deleting Section 3.8(c)
      in its entirety.

            


    

     

    
      	
              3.2.   
       

            	
              Section
      11 of the Warrants issued to Investor pursuant to Section 1.3 of the
      Initial Agreement are amended by deleting Section 11(b)(iii) of each of
      the Warrants in its entirety.

            


    

     

    
      	
              4.  

            	
              Miscellaneous.  Except
      as modified and amended pursuant to this Amendment, the Initial 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.

            


    

     

     

    [signature
page follows]

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties have
caused their duly authorized officers to execute this Amendment No. 2 to Warrant
and Stock Purchase Agreement as of the date first above written.

    


    The
Company:                                                                      Balqon Corporation

    


    


    By:______________________

    Name: B. Samra

    Title: Chief Executive
Officer

    


    


    Marlin:                                                                                
  MARLIN FINANCIAL GROUP,
INC.

    


    


    By:_______________________

    Name: Mark Levin

    Title: President

     

     

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