0001255294-12-000222 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2012 • Sunvalley Solar, Inc. • Heavy construction other than bldg const - contractors • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 15, 2012, by and between SUNVALLEY SOLAR, INC., a Nevada corporation, with headquarters located at 398 Lemon Creek Drive - Suite A, Walnut, CA 91789 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).

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FACTORING AND SECURITY AGREEMENT
Factoring and Security Agreement • April 16th, 2012 • Sunvalley Solar, Inc. • Heavy construction other than bldg const - contractors

THIS FACTORING AND SECURITY AGREEMENT ("Agreement") is deemed executed and binding as of Nov 10th, 2011, by and between Sunvalley Solar, Inc ("Seller") a Nevada registered company, its subsidiaries and affiliated companies (including all DBAs), and CapFlow Funding Group Managers LLC, a Delaware limited liability company ("Purchaser").

Sunvalley Solar Inc.
Sunvalley Solar, Inc. • April 16th, 2012 • Heavy construction other than bldg const - contractors

Due to the rapid business development, the Company needs funds for operation and inventory purchase. The Board of Directors authorize James Zhang (CEO/Chairman) on behalf of the Company, to sign a short term loan agreement with Hangbo Yu (Shareholder/General Manager). The loan amount is $50,000. The start day will be the day that $50,000 is transferred to the Company's account. The annual interest for this short-term loan is $6.50% and the term of this loan should be less than a year.

Private Loan Agreement
Sunvalley Solar, Inc. • April 16th, 2012 • Heavy construction other than bldg const - contractors

Due to the rapid business development, the Company needs funds for operation and inventory purchase. The Board of Directors authorize James Zhang (CEO/Chairman) on behalf of the Company, to sign a short term loan agreement with Hangbo Yu (Shareholder/General Manager). The loan amount is $21,307.90. The start day will be the day that $21,307.90 is transferred to the Company's account. The annual interest for this short-term loan is $6.50% and the ten of this loan should be less than a year.

FIRST AMENDMENT
First Amendment • April 16th, 2012 • Sunvalley Solar, Inc. • Heavy construction other than bldg const - contractors

THIS FIRST AMENDMENT (this "Amendment") is made and entered into as of December 12, 2011, by and between WALNUT TECH BUSINESS CENTER, LLC, a Delaware limited liability company ("Landlord"), and SUNVALLEY SOLAR, INC., a Nevada corporation ("Tenant").

Sunvalley Solar Inc.
Sunvalley Solar, Inc. • April 16th, 2012 • Heavy construction other than bldg const - contractors

Due to the rapid business development, the Company needs funds for operation and inventory purchase. The Board of Directors authorize Hangbo Yu (General Manager), on behalf of the Company, to sign a short term loan agreement with James Zhang (shareholder/CEO). The loan amount is $50,000. The start day will be the day that $50,000 is transferred to the Company's account. The annual interest for this short-term loan is $6.50% and the term of this loan should be less than a year.

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