0001347452-11-000005 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2011 • Akeena Solar, Inc. • Heating equipment, except electric & warm air furnaces

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2011, between Akeena Solar, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 17th, 2011 • Akeena Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 17, 2011, between Akeena Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SERIES K COMMON STOCK PURCHASE WARRANT AKEENA SOLAR, INC.
Akeena Solar, Inc. • February 17th, 2011 • Heating equipment, except electric & warm air furnaces

THIS SERIES K COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August ___, 2011 (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akeena Solar, Inc. d/b/a Westinghouse Solar, a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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