SECOND AMENDMENT


THIS SECOND AMENDMENT (this "Amendment")
is made and entered into as of November 1, 2012, by and between WALNUT TECH BUSINESS CENTER, LLC, a Delaware limited liability
company (“landlord"), and SUN VALLEY SOLAR, INC., a Nevada corporation ("Tenant").


 


RECITALS


 


 A. Landlord and Tenant (as successor in interest to Zhi Jian Zhang, an individual, d/b/a West Coast Solar Tech) are parties to that certain lease dated May 18, 2011 (the "Original Lease”), which Original Lease has been previously amended by that certain First Amendment dated December 12, 2011 (collectively, the "Lease"'), Pursuant to the Lease. Landlord has leased to Tenant space currently containing approximately 2,193 rentable square feet (the “Premises”) described as Suite A of the building located at 398 Lemon Creek Drive, Walnut, California 91789 (the "Building''). The Building is part of the project commonly known as Walnut Tech Business Center.




 


 B. The Lease by its terms shall expire on November 30. 2012 ("Prior Termination Date"), and the parties desire to extend the Term of the Lease, all on the following terms and conditions.




 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged. Landlord and Tenant agree as follows:


 


 1. Tenant Entity Name Correction. References to Tenant in the Lease as “Zhi Jian Zhang, an individual, d/b/a West Coast Solar Tech” are in error and the parties hereto acknowledge and agree that the definition of Tenant is as is stated in this Amendment, Sunvalley Solar, Inc., a Nevada corporation, hereby ratifies the Lease and agrees that it is bound by all terms and conditions of the Lease as of the original lease execution date, in the same manner and to the same extent as though the correct tenant name had been reflected therein,




 


 2. Extension. The Term of the Lease is hereby extended for a period of twenty-four (24) months and shall expire on November 30. 2014 ("Second Extended Termination Date"), unless sooner terminated in accordance with the terms of the Lease, Thai portion of the Term commencing the day immediately following the Prior Termination Date ("Second Extension Date") and ending on the Second Extended Termination Date shall be referred to herein as the "Second Extended Term".




 


 3. Monthly Installment of Rent and Annual Rent. As of the Second Extension Dale the schedule of Monthly Installment of Rent and Annual Rent payable with respect to the Premises during the Second Extended Term is the following:




 




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	Period 	Rentable Square Footage	Annual Rent	Monthly Installment of Rent
	12/1/2012- 11/30/2013	2,193	$34,212.00	$2,851,00
	12/1/2013- 11/30/2014	2,193	$35,232.00	$2,936.00


 


All such Monthly Installment of Rent and Annual Rent
shall be payable by Tenant in accordance with the terms of the Lease, as amended hereby.


 


 4. Additional Security Deposit No additional Security Deposit shall be required in connection with this Amendment.




 


 5. Additional Rent For the period commencing on the Second Extension Date and ending on the Second Extended Termination Date, Tenant shall pay all additional rent payable under the Lease, including Tenant’s Monthly Expenses and Taxes Payment in accordance with the terms of the Lease, as amended hereby.




 


6.Improvements to Premises.


 


 6.1 Condition of Premises. Tenant is in possession of the Premises and accepts the same "as is" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as may be expressly provided otherwise in this Amendment.




 


 6.2 Responsibility for Improvements to Premises. Any construction, alterations or improvements to the Premises shall be performed by Tenant at its sole cost and expense using contractors selected by Tenant and approved by Landlord and shall be governed in all respects by the provisions of Article 6 of the Original Lease.




 


7.Miscellaneous.


 


 7.1 This Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment.




 


 7.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect, in the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control. The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.




 


 7.3 Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.






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 7.4 Tenant hereby represents to Landlord that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold Landlord and the Landlord Entities harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment.




 


 7.5 Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury ("OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C, App, § 5, the International Emergency Economic Powers Act, 50 U.S.C, §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by OFAC: "List of Specially Designated Nationals and Blocked Persons." If the foregoing representation is untrue at any time during the Second Extended Term, an Event of Default under the Lease will be deemed to have occurred, without the necessity of notice to Tenant.




 


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 7.6 Redress for any claim against Landlord under the Lease and this Amendment shall be limited to and enforceable only against and to the extent of Landlord’s interest in the Building. The obligations of Landlord under the Lease are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any of its trustees or board of directors and officers, as the case may be, its investment manager, the general partners thereof. Or any beneficiaries, stockholders, employees, or agents of Landlord or the investment manager, and in no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to business, or any form of special, indirect or consequential damage.




 


IN WITNESS WHEREOF, Landlord and
Tenant have entered into and executed this Amendment as of the date first written above.


 


	LANDLORD:	
        TENANT:

         

	
        WALNUT TECH BUSINESS CENTER, LLC,

        A Delaware limited liability company 
	SUNVALLEY SOLAR, INC. a Nevada corporation
	By: /s/ Matthew
    Tracy	By: /s/Zhi Jian Zhang
	Name: Matthew Tracy	Name: Zhi Jian Zhang 
	Title: Authorized Signer 	Title: Chief Executive Officer
	Dated: November 1, 2012	Dated: November 1, 2012


 



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