AMENDMENT AGREEMENT

EXHIBIT 10.2

AMENDMENT AGREEMENT

THIS AMENDMENT AGREEMENT (the “ Agreement ”), dated as of June 1, 2009, is by and among Akeena Solar, Inc., a Delaware corporation (the “ Company ”) and the investors signatory hereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”).

WHEREAS, the Company and the Purchasers are parties to that certain Securities Purchase Agreement (the “ Purchase Agreement ”), dated February 26, 2009, pursuant to which the Company issued to the Purchasers common stock, preferred stock and common stock purchase warrants, including, the Series G Common Stock Purchase Warrants to purchase up to 2,196,400 shares of Common Stock, in the aggregate, in the individual amounts set forth on Schedule A attached hereto (the “ February Series G Warrants ”).

WHEREAS, the Company and the Purchasers are parties to that certain Amendment Agreement (the “ April Amendment ”), dated April 20, 2009, pursuant to which, among other things, the Company issued to the Purchasers additional Series G Common Stock Purchase Warrants to purchase up to 1,275,000 shares of Common Stock, in the aggregate (the “ April Series G Warrants ” and together with the outstanding February Series G Warrants, the “ Outstanding Series G Warrants ”).

WHEREAS, the parties wish to amend certain terms of the Outstanding Series G Warrants, provide for the current exercise of a portion of the Outstanding Series G Warrants, and provide for the issuance to the Purchases of new warrants, all pursuant to the terms hereof.

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms as set forth in the Purchase Agreement, the April Amendment or the Outstanding Series G Warrants, as applicable.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Purchasers and the Company agree as follows:

1.   Exercise of Outstanding Series G Warrants .  Each Purchaser hereby agrees, severally and not jointly with the other Purchasers, to exercise the number of such Purchaser’s Outstanding Series G Warrants set forth on Schedule B attached hereto simultaneously with or prior to the Closing, at an exercise price equal to $1.12 per share, for aggregate gross cash proceeds to be received by the Company simultaneously with or prior to the Closing from all Purchasers of $700,000, otherwise pursuant to the terms of the Outstanding Series G Warrants.  The cash exercise price to be paid by each Purchaser shall be referred to as such Purchaser’s “ Exercise Amount ” and shall be as set forth on Schedule B .  Each Purchaser shall execute and deliver such Purchaser’s Exercise Amount to the bank account designated in writing by the Company set forth on Schedule C attached hereto; provided , however , that a Purchaser shall not be required to exercise such certain portion of its Outstanding Series G Warrant to the extent that Section 2(e) of the Outstanding Series G Warrant is violated by the resulting Common Stock issuance of such certain portion. Immediately upon delivery of the Exercise Amount, the Company shall instruct the Transfer Agent to deliver, on an expedited basis, a certificate for the shares purchased hereunder by crediting the account of such Purchaser’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, as set forth on each Purchaser’s signature page hereto.

2.   Amendments to the Outstanding Series G Warrants .

“(e)            Fundamental Transaction . If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Warrant, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.”

3.   No Variable Rate Transactions . From the date hereof until the 12 month anniversary of the date hereof, the Company agrees that it shall not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents for cash consideration involving a Variable Rate Transaction, as defined below; provided, however , that from and after December 1, 2009, the Company is permitted to enter into, put into effect and draw upon an equity line of credit, so long as any sales of Common Stock by the Company thereunder are at prices per share not less than $2.68 (as appropriately adjusted for stock splits, recapitalizations, and like events).  “ Variable Rate Transaction ” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may sell securities at a future determined price.  Any Purchaser shall be entitled to obtain