0001347452-13-000043 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 25th, 2013 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2013, between Andalay Solar, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

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CONVERTIBLE NOTE DUE NOVEMBER 25, 2015
Andalay Solar, Inc. • November 25th, 2013 • 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 1475 S. Bascom Avenue, Suite 101, Campbell, CA 95008, due November 25,, 2015 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).

EQUITY PURCHASE AGREEMENT BY AND BETWEEN ANDALAY SOLAR, INC. AND SOUTHRIDGE PARTNERS II, LP Dated November 25, 2013
Equity Purchase Agreement • November 25th, 2013 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the 25th day of November, 2013 (this "AGREEMENT"), by and between SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership ("INVESTOR"), and ANDALAY SOLAR, INC., a Delaware corporation (the "COMPANY").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 25th, 2013 • Andalay Solar, Inc. • Heating equipment, except electric & warm air furnaces • New York

This Registration Rights Agreement ("Agreement"), dated November 25, 2013, is made by and between ANDALAY SOLAR, INC. a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS II LP, a Delaware limited partnership (the "Investor").

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