0001347452-14-000017 Sample Contracts

CONVERTIBLE NOTE DUE JANUARY 27, 2016
Andalay Solar, Inc. • January 31st, 2014 • Heating equipment, except electric & warm air furnaces • New York

THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Andalay Solar, Inc., a Delaware corporation, (the “Borrower”), having its principal place of business at 2071 Ringwood Avenue, Unit C, San Jose, CA 95131, due January 27, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

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AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND BETWEEN ANDALAY SOLAR, INC. AND ALPHA CAPITAL ANSTALT
Securities Purchase Agreement • January 31st, 2014 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces

This Amendment is made as of January 27, 2014 to the Securities Purchase Agreement (the “Agreement”) dated as of December 19, 2013 by and between Andalay Solar, Inc. (the “Company”) and Alpha Capital Anstalt (“Alpha”).

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