WAIVER
AND AMENDMENT

    


    This
WAIVER AND AMENDMENT (hereinafter, the “Waiver and Amendment”) is made and
entered into as of April 24, 2010 by and among Premier Power Renewable Energy,
Inc., a Delaware corporation organized under the laws of the State of Delaware
(“PPRW”), Rupinvest Sarl, a corporation duly organized and existing under the
laws of the country of Luxembourg (“Rupinvest”), Esdras Ltd., a corporation duly
organized and existing under the laws of Cyprus (“Esdras”), and Capita Trust
Company Limited, a private limited company incorporated in England and Wales
with registered number 00239726 (the “Escrow Agent”).  PPRW,
Rupinvest, Esdras, and the Escrow Agent may collectively be referred to
hereafter as the “Parties.”

    


    All
capitalized terms not otherwise defined herein shall have the meaning set forth
in the Share Exchange Agreement entered into on June 3, 2009 by PPRW, Rupinvest,
and Esdras (the “Share Exchange Agreement”) and, if not defined in the Share
Exchange Agreement, then the Escrow Agreement entered into on July 9, 2009 by
the Parties, as amended and currently in effect (the “Escrow
Agreement”).

    


    RECITALS

    


    WHEREAS,
pursuant to Section 2.3.1 of the Escrow Agreement, the Parties agreed that
Rupinvest must deposit with the Escrow Agent certain financial statements of its
wholly owned subsidiary, Premier Power Italy S.p.A. (“Premier Power Italy), no
later than March 31, 2010 (“Financial Statement Deposit Deadline”);
and

    


    WHEREAS,
pursuant to Section 4.2 of the Escrow Agreement, the Parties agreed that the
Escrow Agent must transfer the First Payment (as defined in the Escrow
Agreement) to Esdras no later than April 30, 2010 (“Transfer
Deadline”).

    


    AGREEMENT

    


    NOW,
THEREFORE, in consideration of foregoing premises, the Parties agree as
follows:

    


    Section 1.  Extension of
Deadlines.  The Financial Statement Deposit Deadline shall be
extended to a date no later than five (5) business days following the date of
the shareholder meeting of Esdras that is scheduled, as of the date of this
Waiver and Amendment, to be held by May 15, 2010 (“Esdras Shareholder
Meeting”).  The Transfer Deadline shall be extended to a date no later
than twenty (20) business days following the Esdras Shareholder
Meeting.

    


    Section
2.  Waiver.  Each of Esdras and the Escrow Agent
hereby waives its right to assert any claim of breach or action for specific
performance in connection with the obligations contained in Section 2.3.1 or
Section 4.2 of the Escrow Agreement. Each of Esdras and the Escrow Agent further
waives its right to any and all losses, liabilities, claims, contingencies,
damages, costs, and expenses that either party may suffer or incur as a result
of, or relating to, any breach of such obligations.

    


    


    


     [Signature page
follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    IN
WITNESS WHEREOF, the Parties have executed this Waiver and Amendment to be duly
executed by its representative thereunto duly authorized as of the day and year
first written above.

    


    PREMIER
POWER RENEWABLE ENERGY, INC.

    


    


    By: /s/ Dean R.
Marks____________________

    Name:  Dean
R. Marks

    Title:  Chief
Executive Officer and President

    


    


    RUPINVEST
SARL

    


    


    By: /s/ Francois
Bourgon__________________

    Name:  Francois
Bourgon

    Title:  Gerant

    


    


    ESDRAS
LTD.

    


    


    By: /s/ Massimo
Saluppo__________________

    Name:  Massimo
Saluppo

    Title:  Procuratore

    


    


    CAPITA
TRUST COMPANY LIMITED

    


    


    By:   /s/ David
Baker_____________________                                                                                                

    Name:  David
Baker

    Title:  Director

    


    


    By:  /s/ Beverly
Douglas____________________                                                                                                

    Name:  Beverly
Douglas

    Title:  Director