Warrant Extension and Waiver Agreement between Magnolia Solar Corporation and Warrant Holder

Summary

Magnolia Solar Corporation and the holder of an amended warrant agree to extend the warrant's expiration date to December 31, 2016. The holder also waives any adjustments that might otherwise be triggered by this extension or by similar extensions of other warrants. All other terms of the original warrant remain unchanged. This agreement is effective as of the date of the original December letter and must be attached to the amended warrant upon execution.

EX-10.5 6 ex105.htm EXHIBIT 10.5 ex105.htm

Exhibit 10.5

MAGNOLIA SOLAR CORPORATION.

54 Cummings Park

Suite 316

Woburn, MA 01801

January ___, 2014

Re: Magnolia Solar Corporation

Ladies and Gentlemen:

Reference is made to that certain letter dated December ___, 2013 from Magnolia Solar Corporation (the “Company”), a copy of which is attached hereto (the “December Letter”). This letter hereby supplements the December Letter. Any undefined capitalized terms used herein shall bear such meaning as ascribed to them in the December Letter.

1. Effective as of the date of the December Letter, the holder of the Amended Warrant (the “Holder”) and the Company hereby agree as follows: (i) the Expiration Date of the Amended Warrant, as such term is defined therein, is extended to December 31, 2016, and (iii) except as set forth herein, all other terms and conditions of the Amended Warrant shall remain unamended and in full force and effect.

2. The Holder hereby waives any adjustment under Section 5 of the Amended Warrant that (i) may arise under the provisions of Section 1 herein, and/or (ii) may arise as a result of the extension of the term of any Other Warrant.

Upon the mutual execution of this agreement, please affix this agreement to the Amended Warrant held by the undersigned.

	Very truly yours, MAGNOLIA SOLAR CORPORATION


	By: Dr. Ashok K. Sood
	Title: President and Chief Executive Officer

Agreed and Accepted

as of the date hereof:

By:

Title: