AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 27th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces
This Amendment No. 2 (this “Amendment”) to the Agreement and Plan of Merger dated as of May 7, 2012 (the “Merger Agreement”) is made as of September 21, 2012, by and among CBD Energy Limited, an Australian corporation (“CBD” or the “Parent”), CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Westinghouse Solar, Inc., a Delaware corporation (the “Company”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Merger Agreement.
AMENDMENT NO. 1 TO WAIVER AND AGREEMENTWaiver and Agreement • September 27th, 2012 • Westinghouse Solar, Inc. • Heating equipment, except electric & warm air furnaces
THIS AMENDMENT NO. 1 (the “Amendment”) is executed on September 21, 2012, with effectiveness as of August 14, 2012, by and among Alpha Capital Anstalt, an “anstalt” organized under the laws of Liechtenstein (the “Stockholder”), Westinghouse Solar, Inc., a Delaware corporation (the “Company”), and CBD Energy Limited, an Australian corporation (the “Parent” and, collectively with the Stockholder and the Company, the “Parties”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Waiver and Agreement (defined below).
