AMENDMENT TO SUBLICENSE
AGREEMENT


 


This
amendment to sublicense agreement (“Sublicense Amendment”) commences on the Effective Date of
the Sublicense Agreement and is made by and between (i) Westinghouse Electric Corporation, a Delaware corporation, having its
principal place of business at 51 West 52nd Street, New York, NY
10019 (hereinafter referred to as “Westinghouse”); (ii) Westinghouse
Solar, Inc., a Delaware corporation, having its principal place of business at 1475 S. Bascom Ave., Suite 101, Campbell, CA 95008
(“W-Solar”) and Andalay Solar Inc., (“Andalay”)
a wholly owned subsidiary of W-Solar (hereinafter W-Solar and Andalay each referred to as a “Sublicensor”
and collectively referred to as the “Sublicensors”); (iii) and CBD Energy
Limited (ACN 010 966 973), an Australia company, having its principal place of business at 53 Cross Street Double Bay, Suite 2
– Level 2, Sydney NSW Australia 2028 (hereinafter referred to as the “Sublicensee”).


 


RECITALS


 


WHEREAS, parties named in the preamble
above are each parties to the sublicense agreement relating to certain Westinghouse Marks and Trade Names (the “Sublicense
Agreement”), which comes into force an effect on the Effective Date (defined therein); and


 


WHEREAS, those parties wish to make an
amendment to Sublicense Agreement and have agreed to enter into this Sublicense Amendment for that purpose.


 


NOW, THEREFORE, in consideration of the
premises and the covenants herein contained, the parties hereto agree as follows.


 


1.0
- DEFINITIONS


 


In this Sublicense Amendment, defined
terms shall have the meaning ascribed thereto in the Sublicense Agreement.


 


2.0
- AMEDMENT & ACKNOWLEDGEMENT


 


2.1           The
parties agree that all of the licensed rights granted by the Sublicensors to the Sublicensee under the Sublicense Agreement may
also be enjoyed, utilized and advanced by Westinghouse Solar Pty Ltd (hereinafter “Westinghouse Solar Pty”), a wholly
owned subsidiary of the Sublicensee, in addition to the Sublicensee.


 


2.2           Notwithstanding
Sub-Section 2.1, the obligations of the Sublicensee under the Sublicense Agreement are not mitigated or otherwise diminished or
negated in any respect.


 


2.3           Sublicensee
shall guarantee the performance of Westinghouse Solar Pty, and shall be responsible to Westinghouse and the Sublicensors for any
and all obligations and liabilities that Westinghouse Solar Pty may incur in the course of such performance.


 


3.0
- NO OTHER CHANGES


 


3.1           The
parties agree that other than the matters contained in Section 2 above, the Sublicense Agreement is not affected or amended in
any other way and remains binding on all parties thereto in such manner.


 




    	 



    	 



    

 


EXECUTION PAGE


 


IN WITNESS WHEREOF and intending
to be legally bound, the parties hereto have caused these presents to be signed by their proper officers thereunto duly authorized.


 








	/s/ WESTINGHOUSE SOLAR INC.	 
	 	 
	 Date: 5/1/13	 
	 	 
	CBD ENERGY LIMITED:	 
	 	 
	/s/ CBD ENERGY LIMITED	 
	 	 
	Date: April 30, 2013	 
	 	 
	WESTINGHOUSE ELECTRIC CORPORATION	 
	 	 
	/s/ WESTINGHOUSE ELECTRIC CORPORATION	 
	 	 
	Date:  5/2/13