As previously announced, Westinghouse Solar, Inc., a Delaware corporation ("Westinghouse Solar" or the "Company"), entered into an Agreement and Plan of Merger dated May 7, 2012 (the "Merger Agreement") with CBD Energy Limited, an Australian corporation ("CBD"), and CBD-WS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of CBD ("Merger Sub"). In conjunction with the execution of the Merger Agreement, the Company, the holders of a majority of the outstanding Company Series B Preferred Stock, and CBD entered into a Waiver and Agreement dated May 7, 2012 (the "Waiver and Agreement").

On September 21, 2012, the Company and the other parties to the Waiver and Agreement entered into an amendment to that agreement, with effectiveness as of August 14, 2012 ("Amendment No. 1"). Amendment No.1 amends the Merger Agreement to reflect a reduction in the conversion price of the Company Series B Preferred Stock from $0.40 to $0.25. Amendment No. 1 also makes certain changes with respect to the Parent Warrants and the Parent Series A Preferred Shares (as defined in the Waiver and Agreement) issuable in conjunction with the merger by CBD to (i) change the provisions for determination of the exercise price of warrants to purchase CBD common shares that are issuable in exchange for outstanding warrants to purchase Company common stock to reduce the reference price from $0.40 to $0.25 per share, and exclude recent share issuances by the Company from the formula; and (ii) reduce the floor price for conversion of the Series A Preference Shares from $0.04 to $0.001.

On September 21, 2012, the Company, CBD and Merger Sub also entered into a second amendment to the Merger Agreement ("Amendment No. 2") under which the parties: (i) agreed to extend the Outside Date (as defined in the Merger Agreement") relating to termination rights under the Merger Agreement from October 31, 2012 to January 31, 2013 (or in certain circumstances, from December 31, 2012 to March 31, 2013), subject to additional extensions; and (ii) increase the amount that may be paid for premiums to purchase directors' and officers' liability insurance from $200,000 to $280,000.

The foregoing description does not purport to be complete, and is qualified in its entirety by reference to (1) the Agreement and Plan of Merger, attached as Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on May 9, 2012,
(2) Amendment No. 1 to Waiver and Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference, and (3) Amendment No. 2 to Agreement and Plan of Merger, attached hereto as Exhibit 2.2 and incorporated herein by reference.

(d) Exhibits

 Exhibit
  Number                             Description of Exhibit
       2.1   Amendment No. 1 to Waiver and Agreement, dated as of September 21,
             2012, by and among Alpha Capital Anstalt, Westinghouse Solar, Inc.
             and CBD Energy Limited.
       2.2   Amendment No. 2 to Agreement and Plan of Merger, dated as of September
             21, 2012, by and among Westinghouse Solar, Inc., CBD Energy Limited and
             CBD-WS Merger Sub, Inc.