ACQUISITION
AGREEMENT

     

    by and
between

     

    GPR
Global
Power Resources Ltd.,
Rämistrasse
31, 8001 Zurich, Switzerland; fax no.; +41-44-804 44 01;

     

    (hereinafter referred to as:
“GPR” or “the Purchaser”)

     

    and

     

    

      Prime
Sun
Power
Inc., 100 Wall
Street, 21st
Floor, New York, NY 10005 USA, or its assignees, a wholly subsidiary of Prime
Sun Power Inc. c/o Prime Asset Finance Ltd., Paradeplatz 4, 8001 Zurich,
Switzerland; fax no.: +41 435 44 80 89;

    

     

    (hereinafter referred to as:
“the Seller”)

     

    (GPR and Prime Sun Power Inc.
hereinafter jointly referred to as: “the Parties”)

     

    FOR
THE PURCHASE OF A TURNKEY ALTERNATIVE ENERGY PLANT(S)

     

    dated as
of this March 2nd,
2010

     

    * * *
*

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        
          	
                  Acquisition
      Agreement

                	
                  2/2

                


        

      

    

     

    This
ACQUISITION AGREEMENT
(hereinafter referred to
as: “the Agreement”) is entered as of the date as
indicated below by the Purchaser, a company limited by shares duly incorporated
and existing under the substantive laws of Switzerland having its statutory seat
in Zurich, Switzerland, registered with the Register of Commerce of the Canton
of Zurich under the company number CH-130.3.009.690-5, and the
Seller.

     

    
      	
              A.

            	
              PREAMBLE

            


    

     

    WHEREAS,

     

    
      	
              •

            	
              the
      Purchaser desires to acquire all shares in the Company holding full and
      sole ownership of the turnkey Power Plant and the Seller desires to sell
      all of the shares in the Company to the
  Purchaser;

            


    

     

    
      	
              •

            	
              the
      provisions and regulations as set forth in Chapter 3 of Annexe E shall be
      applicable if the Power Plant has not yet been connected to the power grid
      as defined in art. 17 thereof;

            


    

     

    
      	
              •

            	
              the
      Seller shall supply to the Purchaser all necessary documentation,
      information and data in order to enable the Purchaser to perform complete
      and thorough due diligences on the Company, the Project and the Power
      Plant during all processes as set forth
herein;

            


    

     

    
      	
              •

            	
              the
      Seller shall warrant and represent to the Purchaser that the Power Plant
      produces the minimum Megawatts of electricity per year as defined in
      Annexe A1 at a minimum performance ratio and at a feed-in tariff for the
      duration as specified in Annexe A1 nevertheless granting to the Purchaser
      the right to give binding instructions to the Seller which may lead to a
      better performance ratio of the Power Plant, be it during the planning
      process or the construction process of the Power Plant, within the limits
      as set forth in this Agreement;

            


    

     

    
      	
              •

            	
              the
      Seller shall transfer to the Purchaser at Closing of this Agreement, which
      shall occur pursuant to Chapter 5 of Annexe E and as defined in this main
      part of the Agreement, all Shares in the Company holding full and sole
      ownership of the Power Plant;

            


    

     

    
      	
              •

            	
              the
      Purchaser shall pay to the Seller the purchase price as defined in art. 81
      et seq. of Annexe
      E at Closing pursuant to the terms and conditions as foreseen in Chapter 5
      of Annexe E and as set forth in this main part of the Agreement, which
      shall inter alia
      be subject to full Grid Connection at the agreed Capacity and at
      the minimum performance ratio and revenue production at Feed-in Tariffs,
      and all terms and conditions set forth in this main part of the
      Agreement;

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                3/3

              


      

    

    
      
        
          
            
            

          

           

        

      

    

    
      	
              •

            	
              the
      Parties acknowledge that the terms and conditions as set forth in the
      Annexes hereto shall be subject to review and approval by the financing
      institution or bank (hereinafter referred to as: “Financing Institution”) which shall provide at least
      80% of the purchase price as defined herein (hereinafter referred to
      as: “Long-Term Debt”), wherefore this Agreement and
      its Annexes shall be binding for the Parties to such an extent as accepted
      and approved by the Financing Institution. Any modification of the terms
      and conditions of the Annexes hereto as required by the Financing
      Institution as well as the terms and conditions of the Long-Term Debt
      shall be subject to final consent and approval by the Parties hereto in
      writing, which shall not be unreasonably
  withheld.

            


    

     

    NOW, THEREFORE, in
consideration of their mutual promises and obligations and intending to be
legally bound hereby, the Parties agree as follows:

     

    *
* * *

     

    
      	
              B.

            	
              CLAUSES

            


    

     

    
      	
              1.

            	
              The
      Seller sells to the Purchaser and the Purchaser purchases from the Seller
      all shares in the Company holding full and sole ownership of the Power
      Plant, all subject to the terms and conditions of this
      Agreement.

            


    

     

    
      	
              2.

            	
              The
      Purchase Price shall be (i) € 4.05m (Euro four million and fifty thousand)
      per MWp in the event of a granted Long-Term Debt of at least 80%, and (ii)
      € 4.1m (Euro four million and one hundred thousand) per MWp in the event
      of a granted Long-Term Debt of 85% or more, all on the basis of a feed-in
      tariff as referred to in the Annexe A1 for a period of 20 years as
      warranted and represented by the Seller in this Agreement and as defined
      in art. 81 et seq.
      of Annexe E.

            


    

     

    
      	
              3.

            	
              The
      Parties agree that the terms and conditions as set forth in Chapter 3 of
      Annexe E shall apply to the extent that the Power Plant has not yet
      reached Grid-Connection, all subject to the terms and conditions as set in
      this Agreement.

            


    

     

    
      	
              4. 

            	
              Notwithstanding
      the regulation of art. 12 in Annexe E, the EPC contract for
      the

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                4/4

              


      

    

     

    
      	
              5.

            	
              The
      Seller shall be obliged to supply the Purchaser with all necessary
      documentation, information and data in order to enable the Purchaser to
      perform complete and thorough due diligences on the Company, the Project
      and the Power Plant during all processes as set forth
    herein.

            


    

     

    
      	
              6.

            	
              The
      Seller shall facilitate and arrange through the Financing Institution the
      long-term debt financing of at least 80% of the Purchase Price (i.e.
      Long-Term Debt). The Seller warrants and represents that the Long-Term
      Debt will remain in force after Closing of this Agreement and will not be
      set due prematurely due to whatever reason such as, without being limited
      to, the change of control and ownership in the Company, without the prior
      written consent of the Purchaser.

            


    

     

    
      	
              7.

            	
              The
      Parties acknowledge that the terms and conditions as set forth in this
      Agreement and its Annexes shall be subject to review and approval by the
      Financing Institution, wherefore the Annexes hereto shall exclusively be
      binding for the Parties to such an extent as accepted and approved by the
      Financing Institution.

            


    

     

    
      	
              8.

            	
              Any
      modification of the terms and conditions of this Agreement and its Annexes
      as required by the Financing Institution as well as the terms and
      conditions of the Long-Term Debt shall be subject to final consent and
      approval by the Parties hereto in writing, which shall not be unreasonably
      withheld.

            


    

     

    
      	
              9.

            	
              The
      Seller warrants and represents to the Purchaser that the Power Plant
      produces the minimum Megawatts of electricity per year as defined in
      Annexe A1 at the minimum performance ratio and at a feed-in tariff for the
      duration as specified in Annexe A1 and grants to the Purchaser the right
      to give binding instructions to the Seller which may lead to a better
      performance ratio of the Power Plant, be it during the planning process or
      the construction process of the Power Plant, within the limits as set
      forth below:

            


    

     

    The
Parties acknowledge and agree that any Purchaser’s right to give binding
instructions as set forth in Annexe E shall in any case (i) lead to a verifiable
and measurable improvement of the performance of the Power plant; (ii) not
increase the construction costs unless agreed by the Parties in writing; (iii)
not negatively affect the achievement of Grid Connection until the Connection to
Grid Date; (iv) not lead to a delay of the construction of more than 40 days;
(v) not negatively affect any licenses and/or approvals granted by competent
authorities; and (vi) be restricted to the time before the Parties have agreed
on the modifications of the terms and conditions of the Annexes hereto as
required by the Financing Institution as well as on the terms and conditions of
the Long-Term Debt.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                5/5

              


      

    

     

    The
Parties acknowledge and agree that the Seller shall not be liable for a
performance ratio of the Power Plant higher than guaranteed by the
EPC-contractor(s) and the modules supplier(s), which in any case shall comply
with common industrial standards, unless explicitly otherwise agreed in this
Agreement.

     

    The
Seller’s representation and warranties as set forth in this Agreement shall not
cover that part of the Power Plant construction performed in execution of the
Purchaser’s instructions, to the extent that (i) the default of representations
and/or warranties has been caused by the Purchaser’s instructions and not by the
Seller’s default in executing the Purchaser’s instructions, or (ii) the
resulting default of representations and/or warranties is covered by third
parties representations and/or warranties.

     

    
      
        	
                10.

              	
                Without
      prejudice to the Seller’s representations and warranties under this
      Agreement the
      Seller shall assign to the Purchaser all representations and warranties
      made by third
      parties, such as, without being limited to, Sub-Contractors,
      EPC-Contractors and Suppliers,
      to the Company at the latest at Closing (hereinafter referred to as: “Assigned Guarantees”). Therefore, in addition to
      the deliveries as defined in art. 74 par.
      1 (v) of Annexe E the Seller shall deliver to the Purchaser original
      copies of the aforementioned
      assignments of all third parties’ representations and
      warranties.

              


      

    

     

    The
Parties acknowledge and agree that in the event of any default which is covered
by an Assigned Guarantee and the Purchaser claims remedy from the Seller, the
Purchaser shall be obliged to re-assign the affected Assigned Guarantee to the
Seller after the Seller has remedied the default in order to enable the Seller
to hold itself harmless.

     

    
      
        	
                11.

              	
                The
      Purchaser shall pay the Purchase Price as defined in art. 2 hereof for the
      Power Plant
      grid connected pursuant to this Agreement and the final version of its
      Annexes as approved
      by the Financing Institution and agreed by the Parties, and the Purchaser
      shall
      deliver the Purchase Price as
follows:

              


      

    

     

    After the
approval of this Agreement by the Financing Institution pursuant to art. 7
hereof and the final approval by the Parties of the final terms and conditions
of the required modifications and the Long-Term Debt pursuant to art. 8 hereof,
the Purchaser shall deliver a rollover Bank Standby Letter of Credit or any
other financial instrument in form and substance acceptable to the Financing
Institution (hereinafter referred to as: “Bankable Equity Instrument”), in the amount of 100% of the
equity portion of the Purchase Price of the first five (5) MW of the Power Plant
which shall be carried forward for each of the next tranches of five (5) MW,
provided that such Bankable Equity Instrument guarantees the rollover until the
final payment of the Purchase Price.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                6/6

              


      

    

     

    Upon
achievement of the Grid Connection as defined in Annexe E of each tranche of (5)
MW or more of the Power Plant, the Purchaser shall release and deliver to the
Seller the Purchase Price for such tranche of five (5) or more MW. The Seller
shall be entitled to draw the Purchaser’s Bankable Equity Instrument in the
event the Purchase Price for a tranche as described above is not otherwise
delivered to the Seller upon its Grid Connection and within the time periods as
defined in Annexe E.

     

    
      
        	
                12.

              	
                The
      Parties acknowledge and agree that the terms and conditions regarding the
      Closing as set forth in Annexe E shall be observed for each tranche of
      five (5) MW which achieves Grid Connection as defined in Annexe E.
      Therefore, the Seller shall transfer to the Purchaser at Closing for each
      grid connected tranche of 5 (five) or more MW the equivalent amount of
      free and clear Shares in the Company holding full and sole ownership of
      the Power Plant.

              


      

    

     

    
      
        	
                13.

              	
                The
      Seller and the Purchaser agree to establish mutually acceptable terms and
      conditions for an escrow of the Shares of the Company with respect to the
      period commencing on the Signing Date of this Agreement until the final
      payment of the Purchase
Price.

              


      

    

     

    
      
        	
                14.

              	
                The
      Parties agree to derive as much efficiency as possible with respect to
      representations, warranties and covenants given by the qualified
      contractors and qualified suppliers approved by the Financing Institution
      pertaining to construction and delivery of grid connected turnkey Power
      Plants, with such supplemental guarantees and assurances to be given by
      the Seller to the Purchaser as reasonably necessary
    thereto.

              


      

    

     

    
      
        	
                15. 

              	
                Each
      Party shall bear its own respective expenses incurred in connection with
      the negotiation, preparation, and documentation of the transactions
      contemplated herein. Notwithstanding the regulations of art. 85 and art.
      93 in Annexe E, each Party shall bear its own taxes levied to such Party
      on the transfer of the Shares from the Seller to the
      Purchaser.

              


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                7/7

              


      

    

     

    
      	
              16.

            	
              The
      Seller is a U.S. public company wherefore the Parties acknowledge that
      U.S. public companies are subject to specific laws, rules and regulations
      and the Parties agree not to publicly trade securities of the Seller until
      after any and all mandatory public announcements as required by law have
      been made. The Parties agree to fully comply with any and all applicable
      and mandatory securities laws which are not in conflict with the Swiss law
      and agree not to trade at any time any securities of the Seller on the
      basis of material non-public information. This Agreement and the terms
      herein shall be maintained as confidential by the Parties until a mutually
      acceptable public announcement is prepared regarding the matters
      contemplated herein, unless prior disclosure is required by mandatory law
      or regulations applicable to such
Party.

            


    

     

    
      	
              17.

            	
              Notwithstanding
      the regulation of art. 249 in Annexe E, the Parties hereby agree that any
      dispute, controversy or claim arising out of or in relation to this
      Agreement, including the validity, invalidity, breach or termination
      thereof, shall be settled by arbitration in
      accordance with the Swiss
      Rules of International Arbitration of the Swiss Chambers of Commerce
      in force on the date when the Notice of Arbitration is submitted in
      accordance with these Rules.

            


    

     

    The
number of arbitrators shall be three (3) for claims of at least CHF
1’000’000.00, otherwise one (1).

     

    The seat of the arbitration shall
be in Zurich. The
arbitral proceedings shall be conducted in English.

     

    
      
        	
                18.

              	
                All
      Annexes enclosed to this Agreement and to which reference is made herein
      are incorporated
      by reference as if fully set forth herein and form an integral part of
      this Agreement.

              


      

    

     

    The
Parties acknowledge and agree that in the event of any contradiction as well as
in case of any interpretative questions between the terms and conditions of this
main part of the Agreement and of Annexe E hereto, the terms and conditions of
this main part of the Agreement shall prevail.

     

    IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date written below.

     

    *
* * *

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                Acquisition Agreement

              	
                8/8

              


      

    

     

    IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the date written below.

     

    *
* * *

    


    
      
        
          
            	
                    Zurich,
      this

                  	
                    2nd
      of March
      2010

                  	 
      	
                    Place/Date:

                  	
                    02/03/2010

                  
	 
      	 
      	 
      
	
                    The
      Purchaser:

                  	 
      	
                    The
      Seller:

                  
	 
      	 
      	 
      
	
                    GPR
      Global
      Power
      Resources
      Ltd.

                  	 
      	
                    Prime
      Sun Power Inc.

                  
	 
      	 
      	 
      
	
                    /s/
      Sascha Stanimirov

                  	 
      	
                    /s/
      Olivier de
      Vergnies

                  
	
                    Sascha
      Stanimirov

                  	 
      	
                    Olivier
      de Vergnies

                  


          

        

      

    

     

    
      
        	
                Annexes:

              	 
      
	 
      	 
      
	
                Annexe
      A1:

              	
                Specifications
      of the Power Plant

              
	 
      	 
      
	
                Annexe
      A2:

              	
                Checklist
      for Insurance of Photovoltaic Installations

              
	 
      	 
      
	
                Annexe
      B:

              	
                List
      of Agreements, Liabilities and Obligations of the
  Company

              
	 
      	 
      
	
                Annexe
      C:

              	
                Due
      Diligence List

              
	 
      	 
      
	
                Annexe
      D:

              	
                Closing
      Minutes

              
	 
      	 
      
	
                Annexe
      E:

              	
                General
      Terms and Conditions of Acquisition

              
	 
      	 
      
	
                Annexe
      F:

              	
                Document
      Request List