SECOND
AMENDMENT TO

    REGISTRATION
RIGHTS AGREEMENT

    


    This
SECOND AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is
entered into as of May 1, 2009 (the “Effective Date”) by
and between Premier Power Renewable Energy, Inc., a Delaware corporation (the
“Company”),
Genesis Capital Advisors, LLC, a Nevada limited liability company (“Genesis”) and Vision
Opportunity Master Fund, Ltd., a Cayman Islands limited company (“Vision” and together
with Genesis, are collectively referred to hereinafter as “Securityholders”).

    


    RECITALS

    


    WHEREAS,
the Company and the Securityholders executed that certain Securities Purchase
Agreement dated September 9, 2008 (the “Purchase Agreement”),
a certain Registration Rights Agreement dated September 9, 2008 (the “Original RRA”), and a
certain First Amendment to Registration Rights Agreement (the “First Amendment”)
dated October 31, 2008; and

    


    WHEREAS,
each Securityholder is the holder and beneficial owner (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of certain
Registrable Securities; and

    


    WHEREAS,
pursuant to Section 6(f) of the Original RRA, the Original RRA may be
amended by the Company and the Holders holding at least a majority of the
then-outstanding Registrable Securities; and

    


    WHEREAS,
Vision is the Holder of the majority of the currently outstanding Registrable
Securities and the parties desire to amend the Original RRA as more particularly
described herein.

    


    NOW,
THEREFORE, in consideration of the above premises and the mutual covenants
contained below and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties agree as follows:

    


    1.           Definitions.  As
used in this Second Amendment, each of the terms defined in the opening
paragraph and the Recitals above shall have the meanings assigned to such terms
therein. Each term defined in the Original RRA and the First Amendment and used
herein without definition shall have the meaning assigned to such term in the
Original RRA or the First Amendment, as applicable, unless expressly provided to
the contrary.

    


    2.           Amendment to Section 1
of the Original RRA.  Immediately upon the execution by the
Company of a material definitive agreement with an acquisition target, which
target shall be to the satisfaction of Vision, the definition of “Effectiveness
Date” in Section 1 of the Original RRA shall be deleted in its entirety and
replaced with the following:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    “Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed
hereunder, the 180th
calendar day following the date hereof (or, in the event of a “full review” by
the Commission, the 360th
calendar day following the date hereof) and with respect to any additional
Registration Statements which may be required pursuant to Section 3(c), the
90th
calendar day following the date on which an additional Registration Statement is
required to be filed hereunder; provided, however, that in the
event the Company is notified by the Commission that one or more of the above
Registration Statements will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Date as to such Registration Statement
shall be the fifth Trading Day following the date on which the Company is so
notified if such date precedes the dates otherwise required above.

    


    3.           Further
Assurances.  The parties hereto hereby agree to execute and
deliver such additional documents, instruments or agreements as may be necessary
and appropriate to effectuate the purposes of this Second
Amendment.

    


    4.           Successors and
Assigns.  This Second Amendment is binding upon and shall inure
to the benefit of the successors and permitted assigns of the parties
hereto.

    


    5.           Governing
Law.  All questions concerning the construction, validity,
enforcement, and interpretation of this Second Amendment shall be determined in
accordance with the provisions of the Purchase Agreement.

    


    6.           Counterparts. This
Second Amendment may be executed in two or more counterparts, all of which when
taken together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

    


    7.           Effectiveness of Original
RRA and First Amendment.  Except as otherwise amended or
revised pursuant to this Second Amendment, the terms, conditions, and provisions
of the Original RRA and First Amendment shall be in full force and
effect.

    


    [Remainder
of Page Intentionally Left Blank.]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the
date first above written.

    


    
      
        
          
            	
                    PREMIER
      POWER RENEWABLE ENERGY, INC.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Dean Marks

                  
	 
      	
                     
      Dean Marks

                  
	 
      	
                     
      Chief Executive Officer

                  
	 
      	 
      
	
                    VISION
      OPPORTUNITY MASTER FUND, LTD.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Adam Benowitz

                  
	 
      	
                     
      Adam Benowitz

                  
	 
      	
                     
      Director

                  
	 
      	 
      
	
                    GENESIS
      CAPITAL ADVISORS, LLC

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Ronald Andrikian

                  
	
                    Name:
      Ronald Andrikian

                  
	
                    Its:
      Managing
Member

                  


          

        

      

    


    
      
         


      

      
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