AGREEMENTConversion Agreement • August 5th, 2010 • Clear Skies Solar, Inc • Heating equipment, except electric & warm air furnaces
Clear Skies Solar, Inc. (the “Company”) and Alpha Capital Anstalt (the “Holder”) agree that the Holder is entitled to receive shares of common stock of the Company upon conversion of outstanding promissory notes issued by the Company to the Holder in the aggregate principal amount of $275,000 (the “Notes”). The Holder shall expeditiously convert the entire outstanding amount of the Notes (principal and interest), provided, however, the Holder may convert the Notes in such a manner so that the Holder and its affiliates will not at any time beneficially own more than 9.99% of the outstanding shares of common stock of the Company without violating this Agreement. Beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. The Holder may waive the limitation described herein, in whole or in part, effective 61 days following written notice to the Company. Subject to the foregoing, the Holder s
