0001013762-12-000618 Sample Contracts

NOTE AMENDMENT AGREEMENT
Note Amendment Agreement • March 29th, 2012 • Magnolia Solar Corp • Services-business services, nec • New York

THIS NOTE AMENDMENT AGREEMENT (this “Agreement”), dated as of December 29, 2011, is made by and between Magnolia Solar Corporation a Nevada corporation (“Company”), Magnolia Solar, Inc., a Delaware corporation (the “Guarantor”) and Paragon Capital LP (“Holder”).

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NOTE CONVERSION AGREEMENT
Note Conversion Agreement • March 29th, 2012 • Magnolia Solar Corp • Services-business services, nec • New York

THIS NOTE CONVERSION AGREEMENT (this “Agreement”), dated as of December 29, 2011, is made by and between Magnolia Solar Corporation a Nevada corporation (“Company”), Magnolia Solar, Inc., a Delaware corporation (the “Guarantor”) and Jagdeep S. Gahlawat (“Holder”).

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