Unassociated Document


     

    
      Prime
Sun Power Inc.

      


      Financing
Agreement

      


      This
Financing Agreement is
hereby made by and between Prime Sun Power Inc. (“Company")
and the subscriber set forth on the signature page hereto ("Subscriber"), dated
as of the date set forth on the signature page hereto (this “Agreement”).

      


      WITNESSETH:

      


      WHEREAS, Subscriber desires to
obtain Company’s right, title, and interest, in and to twenty percent (20%) of
net profits rights of the sales of Prime Sun Power Italia S.r.l. in Italy with
the assets which are composed of one hundred megawatt (100 Mwp) solar
photovoltaic (“PV”)
power plants (the “Net
Profit Rights”) to an institutional investor, upon the terms and subject
to the conditions hereinafter set forth;

      


      WHEREAS, The Company’s purpose
is to serve as a utility company developing, building and operating PV power
plants in Italy as to which 100 Mwp licensed capacity will be sold;

      


      WHEREAS, the Company desires
to accept special purpose financing offered by the Subscriber (the “Financing”),
whereby a condition of such Financing is the participation of Subscriber in the
Net Profit Rights described herein;

      


      WHEREAS, in consideration of
the Financing
offered by Subscriber to the Company, the Company
desires to convey to Subscriber Net Profit Rights, consisting of 20% of the Net
Profit Rights of the sale of Prime Sun Power Italia S.r.l., in Italy that will
be determined according to the market standard accounting rules and the balance
sheet of the Company, upon the terms and subject to the conditions set
forth herein;

      


      NOW, THEREFORE, in consideration
of the foregoing, the agreements herein contained, and other good and valuable
consideration the sufficiency of which are hereby acknowledged as adequate in
all respects, the parties hereto agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                Conveyance:
      Subscriber has hereby transferred the amount of €290,000.00 (Two Hundred
      and Ninety Thousand Euros) and will transfer €180,000.00 (One Hundred
      Eighty Thousand Euros) immediately following execution hereby for a total
      of €470,000.00 (Four Hundred Thousand and Seventy Thousand Euros) (“Purchase
      Price”) as consideration for the Company hereby conveying to
      Subscriber the Net Profit Rights to Prime Sun Power Italia
      S.r.l.  Upon receipt of the full Purchase Price, all of the Net
      Profit Rights shall be assigned to the Subscriber (the “Closing”).

              


      

      


      
        	
                 
      

              	
                2.

              	
                Reinvestment.
      The Subscriber formally agrees to reinvest at least fifty percent (50%) of
      the proceeds of the Net Profits Rights into one or both of the following
      as determined by the Subscriber: (a) new projects of Prime Sun Power Inc.
      or (b) shares of Prime Sun Power Inc., in each case at the purchase price
      as mutually agreed by the parties.  Determination of the
      reinvestment and precise amount will be decided by both parties before
      releasing the proceeds of the Net Profit Rights to the Subscriber,
      provided, however not less than twenty percent (20%) of the proceeds from
      the Net Profits Rights shall be delivered to the Subscriber not later than
      ten (10) business days following the closing of each and every transaction
      by the Company pertaining to the Net Profits
  Rights.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          Prime Sun
Power Inc. – Financing Agreement

          
            
              

            

          

           

           

        

      

      
        	
                 
      

              	
                3.

              	
                Subscriber
      Representations and Warranties.

              


      

      


      The
Subscriber acknowledges that the offering and sale of the Net Profit Rights is
intended to be exempt from registration under the securities laws of the United
States and all other applicable jurisdictions and hereby acknowledges,
represents and warrants to all of the following:

      


      
        	
                 
      

              	
                a.

              	
                The
      Subscriber represents and warrants that it is an individual, or a legal
      entity regulated under the laws of the jurisdiction set forth on the
      signature page hereto and the Subscribe is not  “U.S. Person” as
      such term is defined in Rule 902(k) of Regulations S promulgated under the
      Securities Act of 1933, as amended.  The Subscriber acknowledges
      and agrees that it is acquiring the Net Profit Rights solely for its own
      account for investment purposes only, and not with a view to, or for,
      resale, distribution or fractionalization thereof in whole or in part; and
      no other person has a direct beneficial interest in such Net Profit Rights
      thereof or any portion thereof.  The Subscriber does not have
      any contract, undertaking, agreement or arrangement with any person to
      sell, transfer or grant participations to such person or to any third
      person, with respect to the Net Profit Rights for which the Subscriber is
      subscribing or any part of the Net Profit Rights.  The
      Subscriber does not control, nor is the Investor controlled by or under
      common control with, any other Subscriber or investor in the
      Company.  No person or persons other than Subscriber has a
      beneficial interest subscribed hereunder.  The Subscriber
      acknowledges and agrees that the Net Profit Rights do not constitute an
      equity investment in the Company and such rights are not publicly tradable
      and will not become publicly tradable and may not be assigned by
      Subscriber except in compliance with this
  Agreement.

              


      

      


      
        	
                 
      

              	
                b.

              	
                The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the Subscriber.

              


      

      


      
        	
                 
      

              	
                c.

              	
                The
      Subscriber is (i) experienced in making investments of the kind described
      in this Agreement and the related documents, (ii) able, by reason of the
      business and financial experience of its officers (if an entity) and
      professional advisors (who are not affiliated with or compensated in any
      way by the Company or any of its affiliates or selling agents), to protect
      its own interests in connection with the transactions described in this
      Agreement, and the related documents, and (iii) able to afford the entire
      loss of its investment in the Net Profit Rights.  The Subscriber
      further understands that the Company is in inception stage of development
      and has no Net Profit generating operations; the Company currently has no
      agreements or arrangements with any persons in connection
      therewith.

              


      

      


      
        	
                 
      

              	
                d.

              	
                The
      Subscriber is aware that no federal or state governmental agency has (i)
      made any finding or determination as to the fairness of this investment,
      (ii) made any recommendation or endorsement of the Net Profit Rights or
      the Company, or (iii) guaranteed or insured any investment in the Net
      Profit Rights or any investment pertaining to the
  Company

              


      

      


      
        	
                 
      

              	
                e.

              	
                The
      Subscriber acknowledges its understanding that the offering and sale of
      the Net Profit Rights is intended to be exempt from registration under the
      securities laws of the United States and all other jurisdictions, and
      furthermore acknowledges, represents and warrants to all of the following:
      (i) The Subscriber acknowledges that the basis for the exemption from
      registration of the Net Profit Rights may not be present if,
      notwithstanding such representations, the Subscriber is merely acquiring
      the Net Profit Rights for a short term fixed or short determinable period
      in the future for less than one year, or for a market rise, or for sale if
      the market does not rise, provided, however, the Subscriber reserves the
      right to make decisions regarding disposition of the Net Profit Rights at
      its own discretion; (ii) The Subscriber has the financial ability to bear
      the economic risk of his investment, has adequate means for providing for
      his current needs and personal contingencies and has no need for liquidity
      with respect to his investment in the Company; (iii) The Subscriber has
      such knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of the prospective investment
      in the Net Profit Rights, and the represents it has not been organized for
      the purpose of acquiring the Net Profit Rights; (iv) The Subscriber has
      been provided an opportunity for a reasonable period of time prior to the
      date of signature by the Subscriber of this Agreement to obtain additional
      information concerning the offering of the Net Profit Rights, the Company
      and all other information to the extent the Company possesses such
      information or can acquire it without unreasonable effort or
      expense.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        
          Prime Sun
Power Inc. – Financing Agreement

          
            
              

            

          

        

        
          


        

      

      
        	
                 
      

              	
                f.

              	
                The
      Subscriber is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this
      investment.  The Subscriber has relied solely on its own
      respective advisors in making an investment determination.  The
      Subscriber has received all documents, records, books and other
      information pertaining to the Subscriber’s investment in the Company that
      have been requested by the Subscriber and the Company has answered
      all questions of the Subscriber consistent with the information presented
      in the Offering Memorandum.

              


      

      


      
        	
                 
      

              	
                g.

              	
                No
      representations or warranties have been made to the Subscriber by the
      Company, or any officer, employee, agent, affiliate or subsidiary of the
      Company, other than the representations of the Company contained herein,
      and in subscribing for the Net Profit Rights the Subscriber is not relying
      upon any representations other than those contained herein.  The
      Subscriber has been furnished, has carefully read, and has relied solely
      upon the information provided by the
Company.

              


      

      


      
        	
                 
      

              	
                h.

              	
                The
      Subscriber will not offer to sell or sell the Net Profit Rights in any
      jurisdiction unless the Subscriber obtains all applicable required legal
      consents and regulatory approvals, including consent of the Company which
      will not be unreasonably withheld.

              


      

      


      
        	
                 
      

              	
                i.

              	
                The
      Subscriber understands that the prices of the Net Profit Rights bears no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The Subscriber understands that an
      investment in the Net Profit Rights is a speculative investment which
      involves a high degree of risk and the potential loss of investment. The
      Subscriber's overall commitment to investments which are not readily
      marketable is not disproportionate to the Subscriber's net worth, and an
      investment in the Net Profit Rights will not cause such overall commitment
      to become excessive.

              


      

      


      
        	
                 
      

              	
                j.

              	
                The
      Subscriber represents and warrants to the Company that the consideration
      tendered by the Subscriber to the Company are not and will not be directly
      or indirectly derived from activities that may contravene federal, state
      and international laws and regulations, including anti-money laundering
      laws;1 and the
      OFAC prohibits, among other things, the engagement in transactions with,
      and the provisions of services to, certain foreign countries, territories,
      entities and individuals.  The lists of OFAC prohibited
      countries, territories, persons and entities can be found on the OFAC
      website.  The Subscriber hereby represents and warrants, to the
      best of its knowledge, that none of the Subscriber, any person
      controlling, controlled by, or under common control with, the Subscriber,
      any person having a beneficial interest in the Subscriber, or any person
      for whom the Subscriber is acting as agent or nominee in connection with
      this investment is: a country, territory, individual or entity named on an
      OFAC list, or is an individual or entity that resides or has a place of
      business in a country or territory named on such lists,  a
      senior foreign political figure2, or any immediate
      family member3
      or close associate4 of a senior foreign
      political figure within the meaning of the U.S. Department of Treasury’s
      Guidance on Enhanced Scrutiny for Transactions That May Involve the
      Proceeds of Foreign Official Corruption5 and as referenced
      in the USA Patriot Act of 2001;6 or a "foreign shell
      bank"7 and does
      not transact business with a "foreign shell bank." The Subscriber agrees
      to promptly notify the Company should the Subscriber become aware of any
      change in the information set forth in these
      representations.  The Subscriber understands that, by law, the
      Company may be obligated to "freeze the account" of such Subscriber,
      either by prohibiting additional amounts, declining any redemption
      requests and/or segregating the assets in the account in compliance with
      governmental regulations, and the Company may also be required to report
      such action and to disclose the Subscriber’s identity to OFAC. The
      Subscriber understands that the Company may not accept any contributed
      amounts from the Subscriber if the Subscriber cannot make the
      representation set forth above and the Company may return any amounts to
      Subscriber if the information provided to the Company is incomplete or is
      deemed suspicious.  The Subscriber represents and warrants that
      the acceptance of this Agreement together with the appropriate remittance
      will not breach any applicable anti-money laundering rules and
      regulations.  The Subscriber undertakes to provide verification of
      its identity reasonably satisfactory (on a confidential basis), to the
      Company and/or any entity acting on the Company’s behalf in respect of the
      acceptance of this Agreement, promptly on
  request.

              


      

       

      
        
          

        

      

       

      1 See, U.S. Treasury Department’s Office of
Foreign Assets Control ("OFAC") website at http://www.treas.gov/ofac.

      
        2 A
“senior foreign political figure” is defined as a current or former official in
the executive, legislative, administrative, military or judicial branches of a
non-U.S. government (whether elected or not), a senior official of a major
non-U.S. political party, or a senior executive of a non-U.S. government-owned
corporation.  In addition, a “senior foreign political figure”
includes any corporation, business or other entity that has been formed by, or
for the benefit of, a senior foreign political figure.

        
          3
“Immediate family” of a senior foreign political figure typically includes the
figure’s parents, siblings, spouse, children and in-laws. 


        

        
          4 A “close
associate” of a senior foreign political figure is a person who is widely and
publicly known to maintain an unusually close relationship with the senior
foreign political figure, and includes a person who is in a position to conduct
substantial domestic and international financial transactions on behalf of the
senior foreign political figure.

        

        
          5 Please see http://www.federalreserve.gov/boarddocs/srletters/2001/sr0103a1.pdf for a more extensive discussion of the
referenced terms and definitions.  

        

        
          6 The
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. I. No. 107-56
(2001).

        

        
          7 A
“foreign shell bank” is a foreign bank that does not have a physical presence in
any country.

           

        

      

      
        
          
          

        

        
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          Prime Sun
Power Inc. – Financing Agreement

          
            
              

            

          

        

        
          


        

      

      
        	
                 
      

              	
                4.

              	
                Development
      Stage.  Except as provided herein, Company does not give or make
      any representations or warranties to Subscriber in connection with the Net
      Profit Rights. The Net Profit Rights are hereby purchased and conveyed “as
      is,” “where is,” and Company makes no representations or warranties of any
      nature whatsoever with respect to the Net Profit Rights, including no
      representation or warranty as to whether or not any subject matter
      underlying the Net Profit Rights meets applicable electrical, machine
      guarding and/or other environmental, health and safety regulations,
      parameters or operational conditions.  Subscriber acknowledges
      and agrees that Subscriber is not relying on any additional
      representations or warranties of any kind whatsoever, express, oral,
      statutory or implied. No implied statutory warranty of merchantability or
      fitness for a particular purpose applies
hereby.

              


      

      


      
        	
                 
      

              	
                5.

              	
                Obligations:
      Any tax obligation or liability that may accrue in connection with the Net
      Profit Rights or payment of the Purchase Price or otherwise in connection
      with this transaction, or in any way arising in connection with the Net
      Profit Rights, including without limitation, any and all Value Added Tax,
      shall be at the sole account and charge of
  Subscriber.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Modification.  Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against
      whom any waiver, change, discharge or termination is
    sought.

              


      

      


      
        	
                 
      

              	
                7.

              	
                Successors
      and Assigns.  This Agreement and the Net Profits Rights are not
      transferable or assignable by the Subscriber without the written consent
      of the Company which shall not be unreasonably withheld, subject to
      compliance with all laws, rules and applicable regulations.  The
      provisions of this Agreement shall be binding upon and insure to the
      benefit of the parties hereto and their respective successors and
      assigns.  The rights of the Company under this Agreement may be
      assigned by the Company without consent of the Subscriber provided that
      all obligations of performance on the part of the Company shall otherwise
      remain subject to performance by the
Company.

              


      

       

      
        
          
          

        

        
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          Prime Sun
Power Inc. – Financing Agreement

          
            
              

            

          

        

        
          


        

      

      
        	
                 
      

              	
                8.

              	
                Determinations.  Subscriber
      has had ample opportunity to engage counsel or third party experts to
      independently assess and conduct due diligence of all terms, conditions,
      status of underlying materials, equipment, land options, third party
      agreements and all required governmental approvals underlying the Net
      Profit Rights, and Subscriber has independently determined to proceed with
      this Agreement.

              


      

      


      
        	
                 
      

              	
                9.

              	
                Dispute
      Resolution.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles.  The invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision of this
      Agreement.  All disputes and controversies arising out of or
      relating to this Agreement shall be finally settled and binding under the
      Rules of International Commercial Dispute Resolution of the American
      Arbitration Association (“ICDR”).  The place of arbitration
      shall be New York.  The Arbitration shall be conducted in
      English by a single arbitrator appointed in accordance with the ICDR
      rules.  Any award, verdict or settlement issued under such
      arbitration may be entered by any party for order of enforcement by any
      court of competent jurisdiction.  The arbitrator shall have no
      power to take interim measures he or she deems necessary, including
      injunctive relief and measures for the protection or conservation of
      property.

              


      

      


      
        	
              	
                10.

              	
                Construction.  For
      purposes of this Agreement, a “business day” is each day on which banks
      are open for business in New York City, New York.  This
      Agreement will be interpreted as negotiated and agreed upon by both
      Parties and shall not be construed against either Party as the
      draftsperson.

              


      

      


      
        	
              	
                11.

              	
                Indemnity.  The
      Subscriber agrees to indemnify and hold harmless the Company, its officers
      and directors, employees and its affiliates and their respective escrow
      agents, successors and assigns and each other person, if any, who controls
      any thereof, against any loss, liability, claim, damage and expense
      whatsoever (including, but not limited to, any and all expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any
      litigation commenced or threatened or any claim whatsoever) arising out of
      or based upon any false representation or warranty or breach or failure by
      the Subscriber to comply with any covenant or agreement made by the
      Subscriber herein or in any other document furnished by the Subscriber to
      any of the foregoing in connection with this transaction. The Subscriber
      releases, indemnifies and holds harmless the Company’s attorneys in
      connection with receipt of the Purchase Price into the attorney trust
      account as escrow agent and irrevocable transmission of such funds to the
      Company.

              


      

      


      
        	
              	
                12.

              	
                Notices.  Any
      notice, demand or other communication which any party hereto may be
      required, or may elect, to give to party hereto shall be sufficiently
      given if (a) sent by registered or certified mail, return receipt
      requested, addressed to the receiving party’s address as provided herein,
      (b) sent by internationally recognized courier with confirmation of
      delivery or evidence of refusal; or (c) delivered personally at such
      address.  In the case of the Company, all notices shall be
      deemed given two business days after mailing to the Subscriber; and in the
      case of the Subscriber, all notices shall be deemed given to the Company
      upon written confirmation of receipt by the Company.  The
      Company may give notice of acceptance of this Agreement by verbal advice,
      e-mail or fax to any address or phone number provided to the Company by
      the Subscriber on the Signature page
below.

              


      

      


      
        	
              	
                13.

              	
                Entire
      Agreement: This Agreement constitutes the entire agreement between the
      parties with respect to the subject matter hereof together with that
      certain Note issued by the Company and dated as of even date herewith,
      which is hereby incorporated herein by reference thereto, and supersedes
      all prior agreements, understandings and negotiations, both written and
      oral, between the parties with respect to the subject matter of this
      Agreement. In the event of any conflict between the Note and this
      Agreement, this Agreement shall control.  No other
      representation, inducement, promise, understanding, condition or warranty
      not set forth herein or in the Note has been made or relied upon by either
      party hereto.

              


      

       

      
        
          
          

        

        
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            Prime Sun
Power Inc. – Financing Agreement

            
              
                

              

            

          

        

      

      
 

      
        	
              	
                14.

              	
                Survival:
      The covenants, agreements, indemnities, representations and warranties
      contained in this Agreement shall survive the signing and Closing of this
      Agreement.

              


      

      


      
        	
              	
                15.

              	
                Counterparts;
      Effectiveness. This Agreement may be signed in any number of counterparts,
      each of which shall be an original, with the same effect as if the
      signatures thereto and hereto were upon the same instrument. Similarly,
      facsimile copies shall be given the same binding effect as
      originals.

              


      

       

      [Signature
Page Follows]

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
         

        
          
            Prime Sun
Power Inc. – Financing Agreement

            
              
                

              

            

          

        

      

       

       

        IN
WITNESS WHEREOF, the Subscriber has executed this Agreement for the Purchase of
the Net Profit Rights:

      

      


      Purchase Price :
**€470,000.00 (Four Hundred
Seventy Thousand Euros)**

      


      SUBSCRIBER:

      


      
        	
                Print
      Full Legal Name:  

              	
                CRG Finance
      AG

              


      

      
        	
                Address: 
      

              	
                23, Bahnhofstrasse – CH-6300
    Zug

              
	 
      	 
      


      

      


      Purchaser:
CRG Finance AG

      


      


      
        	
                By  

              	
                (Signature):
      /s/ Sergei Stetsenko

              	 
      
	 
      	
                Print
      Name:   

              	
                Sergei
      Stetsenko

              	 
      
	 
      	
                Title:

              	
                President
      and CEO

              	 
      


      

      


      


      The
Company hereby accepts the above application for subscription for the Net Profit
Rights set forth above as of this 2nd day
of March, 2010:

      


      Prime
Sun Power Inc.

      


      


      
        	
                By:  

              	
                /s/ Oliver de Vergnies

              	 
      
	 
      	
                Name:
      Olivier de Vergnies

              	 
      
	 
      	
                Title:
      Chief Executive Officer

              	 
      


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        
          
            Prime
Sun Power Inc. – Financing Agreement

            
              
                

              

            

          

        

      

       

       

      Wiring
Instructions

      


      For
Payment of the Purchase Price of the Net Profit Rights:

      The
following are the wire instructions for the account into which the payment of
the Purchase Price for the Net Profit Rights subscribed should be wired upon
acceptance of the Agreement by the Company.

      


      Prime Sun
Power S.r.l. Italia

      Unicredit
Banca SPA

      Agenzia
08060 Torino Politecnico

      C/O
Politecnico Via D'Ovidio, 6 Torino 10129, Italy

      Account
Number: 000100826846

      IBAN:
IT68Y0200801160000100826846

      BIC:
UNCRITB1AG0

      


      FOR
PROPER CREDIT, PLEASE MAKE SURE THAT THE WIRE TRANSFER INFORMATION CLEARLY
INCLUDES THE NAME OF THE SUBSCRIBER OF RECORD.  PLEASE RETAIN A COPY
OF ALL WIRE TRANSFERS INSTRUCTIONS AND CONFIRMATIONS.

    

     

    
      
        
        

      

      
        8