Frame
Agreement for PV-Plant Acquisitions

    


    between

    


    GPR
Global
Power Resources Ltd., Rämistrasse 31, 8001 Zurich,
Switzerland;

     

    (hereinafter referred to as:
“GPR”)

    


    and

    


    Prime
Sun Power Inc., 100 Wall Street, 21st Floor, New York, NY 10005
USA;

     

    (hereinafter referred to as: “Seller”)

     

    (hereinafter all jointly referred to as:
“the Parties”)

    
 

    regarding

    


    a
Frame Agreement for the Acquisition of PV-Plants

     

    (hereinafter referred to as: “the Agreement”)

    


    *
* * *


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
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      Agreement for PV-Plant Acquisitions

                  	
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              I.

            	
              Preamble

            


    

    


    WHEREAS,

     

    
      	
              •

            	
              GPR
      is a company limited by shares duly incorporated and existing under the
      substantive laws of Switzerland having its statutory seat in Zurich
      (Switzerland), which is held by SBFTC Holding
      Ltd., Rämistrasse
      31, 8001 Zurich Switzerland, in order to identify, acquire and transfer to
      one or more investment vehicles to be created certain alternative energy
      power stations (i.e. wind and solar power) in the European
      Union;

            


    

    


    
      	
              •

            	
              the
      Seller is a company limited by shares duly incorporated and existing under
      the substantive laws of the United States of America having its statutory
      seat in New York (NY), which was and is in the process of obtaining valid
      licenses and rights to construct and is constructing through 2010 a series
      of turnkey photovoltaic power plants (hereinafter referred to as:
      “PV-Plant(s)”) in Italy with a potential
      aggregate capacity of approximately 100 Megawatts (hereinafter referred to as:
      “MW”), whereas 25 MW shall be grid
      connected in the first half of 2010 and 75 MW until the end of
      2010;

            


    

    


    
      	
              •

            	
              the
      Parties intend that, subject to the terms, conditions and procedures as
      set forth herein, GPR shall acquire from the Seller and the Seller shall
      sell to GPR as much of the aforesaid capacity as conforms with the
      technical, legal, and commercial parameters as set forth herein and as
      agreed from time to time by the Parties hereto according to the terms and
      conditions contained herein;

            


    

    


    
      	
              •

            	
              the
      Parties shall agree that confidential information shall only be used and
      be disclosed towards third parties according the regulations and
      conditions contained in this
Agreement;

            


    

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, the Parties hereby covenant and agree to the following terms and
conditions.

    


    *
* * *


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
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              II.

            	
              Clauses

            


    

     

    
      	
              A. 

            	
              General

            


    

     

    
      	
              1.

            	
              The
      Seller will develop in Italy a series of PV-Plants with a goal of an
      aggregate capacity of approximately 100 MW to be grid connected in 2010,
      whereas 25 MW will be grid connected in the first half of 2010 and 75 MW
      until the end of 2010. As each project is defined and finalized by the
      Seller, the Seller shall exclusively offer the respective PV-Plant(s) to
      GPR and therefore it shall forward to GPR the checklist with key
      technical, legal, commercial and pricing details as set forth in Annexe A
      and Annexe B hereto for review.

            


    

    


    
      	
              2.

            	
              The
      Parties will then meet to discuss and negotiate the terms for the
      acquisition by GPR of the proposed PV-Plant(s). The purchase price of any
      proposed PV-Plant will not exceed:

            


    

    


    
      	
            	
              (i)

            	
              €
      4.1m (Euro four million one hundred thousand) per MW for PV-Plants grid
      connected in 2010 pursuant to the Acquisition Agreement as set forth in
      Annexe C in the event the Seller delivers long-term debt funding of 85% or
      more;

            


    

    


    
      	
            	
              (ii)

            	
              €
      4.05m(Euro four million and fifty thousand) per MW for PV-Plants grid
      connected in 2010 pursuant to the Acquisition Agreement as set forth in
      Annexe C in the event the Seller delivers long-term debt funding of at
      least 80%.

            


    

    


    Upon
agreement by the Parties of these key parameters, the Parties will enter into a
separate Acquisition Agreement for each such PV-Plant in the form and terms as
set forth in Annexe B hereto.

     

    If the
Parties cannot reach an agreement on the key parameters, the Sellers will be
free to offer that particular PV-Plant to any third party investor.

    


    
      	
              3.

            	
              GPR
      shall undertake to deliver at signing of the first specific Acquisition
      Agreement a rollover Bank Standby Letter of Credit in the amount of 100%
      of the equity portion of the purchase price for the first 5 MW as stated
      such Acquisition Agreement, which shall be carried forward for the next
      tranches of 5 MW each, the execution of the Bank Standby Letter of Credit
      being subject to the condition of the prior occurrence of (i) grid
      connection of the Power Plant(s) as defined in such Acquisition Agreement
      and Closing of such Acquisition Agreement, and (ii) the provision of
      long-term debt funding at a debt-equity ratio of 80:20 or at a higher debt
      rate and overall terms acceptable to GPR. The form of the Standby Letter
      of Credit will be subject to the approval and acceptance of the Bank
      providing the Long Term Debt.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  
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      Agreement for PV-Plant Acquisitions

                  

                	
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              4.

            	
              The
      Parties agree that the Acquisition Agreement(s) will be subject to the
      delivery of long-term debt funding by the Seller of at least 80% under
      terms and conditions acceptable for
GPR.

            


    

    


    
      	
              5.

            	
              The
      Parties have identified and defined the list of PV-Plants to be grid
      connected in 2010 as listed in Annexe D (i.e. List of PV-Plants to be grid
      connected in 2009 and 2010) and have decided to proceed with the
      acquisition process as to such PV-Plants. The final list of PV-Plant sites
      of each project shall be enclosed to the corresponding Acquisition
      Agreement.

            


    

    


    
      	
              6.

            	
              The
      Parties hereby acknowledge and agree that the Seller shall deliver all
      documents as defined in the Document Request List as enclosed hereto as
      Annexe E which are required for the agreement on the key parameters as
      well as for the further acquisition
process.

            


    

    


    In the
event that specific documents as defined in the Document Request List are
clearly not necessary for a specific PV-Plant or are not required under the
applicable law of a specific PV-Plant, the Seller shall send to GPR a
corresponding written notice. The Seller hereby acknowledges and agrees to
identify the documents resp. to rename the electronic files to be provided to
GPR according to the document indications as given in the Document Request List
(Annexe F).

    


    
      	
              B.

            	
              Confidentiality

            


    

    


    
      
        	
                7.

              	
                The
      Parties hereby acknowledge and agree that any previously concluded
      non-disclosure agreement between the Parties shall remain in force and
      shall be applicable to the entire acquisition process as defined herein
      and in the corresponding Acquisition
  Agreement(s).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  
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              C.

            	
              Term
      and Termination

            


    

    


    
      
        	
                8.

              	
                This
      Agreement shall become effective on the day it has been duly signed by
      both
      Parties and shall remain in effect until December 31,
  2010.

              


      

    

    


    After the
lapse of the aforementioned period of time and unless terminated pursuant par. 9
of this Agreement, this Agreement will automatically be renewed for further
periods of one year each.

    


    The
provisions of this Agreement shall apply retroactively to any confidential
information as defined herein, which may have been disclosed in connection with
this Agreement priory.

    


    
      	
              9.

            	
              The
      Parties hereby acknowledge and agree that this Agreement may be terminated
      (i) at any time by the mutual consent of both Parties in writing or (i) by
      giving written termination notice by either Party at least three month
      before the lapse of the first contractual period and subsequently of the
      contractual one year periods.

            


    

    


    
      	
              D.

            	
              Miscellaneous

            


    

    


    
      	
              a) 

            	
              Assignments

            


    

    


    
      	
              10.

            	
              Neither
      this Agreement nor any of the rights, interests or obligations hereunder
      may be assigned without the prior written consent of the other Party,
      unless provided by this Agreement or written approval given by such other
      Party.

            


    

    


    
      	
              b) 

            	
              Severability

            


    

    


    
      	
              11.

            	
              If
      any part of this Agreement is found or declared invalid or unenforceable,
      the validity of the remaining clauses shall not be affected thereby and
      such remaining portion shall remain in full force and effect. In such
      event, in lieu thereof there shall be added a provision as similar in
      terms to such and as close to the business rationale of such invalid or
      unenforceable provision as may be possible and be valid and enforceable.
      The same applies in the event that a provision of this Agreement has been
      omitted.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  
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              c) 

            	
              Amendments

            


    

    


    
      	
              12.

            	
              This
      Agreement may not be amended or supplemented in any manner except by
      mutual agreement of both Parties in
writing.

            


    

    


    
      	
              d) 

            	
              Entire
      Agreement

            


    

    


    
      	
              13.

            	
              This
      Agreement supersedes all prior agreements of the Parties with regard to
      the subject matter hereof except any previously non-disclosure agreement
      concluded between the Parties. No side agreements
  exist.

            


    

    


    
      	
              e) 

            	
              Waiver

            


    

    


    
      	
              14.

            	
              The
      waiver of any breach of any provision under this Agreement by any Party
      shall not be deemed to be a waiver of any preceding or subsequent breach
      under this Agreement. No such waiver shall be effective unless in
      writing.

            


    

    


    
      	
              f) 

            	
              Notices

            


    

    


    
      	
              15.

            	
              All
      notices given under this Agreement shall be in writing and shall be
      addressed to the Parties at their respective addresses set forth in the
      cover page of this Agreement.

            


    

    


    
      	
              g) 

            	
              Incorporation

            


    

    


    
      	
              16.

            	
              All
      Annexes attached hereto and to which reference is made herein form an
      integral part of this Agreement.

            


    

    


    
      	
              h) 

            	
              Jurisdiction

            


    

    


    
      	
              17.

            	
              All
      and any disputes arising out of or in connection with this Agreement shall
      be submitted to the exclusive judgement of the competent court in
      Zurich.

            


    

    


    
      	
              i) 

            	
              Applicable
      law

            


    

    


    
      
        	
                18.

              	
                This
      Agreement shall be construed and ruled exclusively by Swiss substantive law
      under exclusion of any norms regulating the collision of norms and
      the UN-Convention
      on the International Sale of Goods
(CISG).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  
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      Agreement for PV-Plant Acquisitions

                  

                	
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              j) 

            	
              Entering
      into force

            


    

    


    
      	
              19.

            	
              This
      Agreement shall enter into force upon signing by both
    Parties.

            


    

     

    
      	
              k)

            	
              Counterparts

            


    

    


    
      	
              20.

            	
              This
      Agreement shall be executed in two (2) counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same instrument.

            


    

    


    *
* * *

    


    
      
        
          	
                  Place/Date:
      Zurich 18th
      November 2009

                	 
      
	 
      	 
      
	
                  GPR
      Global Power Resources AG

                	 
      
	 
      	 
      
	
                  /s/ ELIYAHU Y. KELMAN

                	 
      
	
                  (Prof.
      ELIYAHU Y. KELMAN)

                	 
      
	
                  SENIOR
      PARTNER

                	 
      
	 
      	 
      
	
                  Place/Date:
      Zurich, 18/11/09

                	 
      
	 
      	 
      
	
                  Prime
      Sun Power Inc.

                	 
      
	 
      	 
      
	
                  /s/
      Olivier
      de Vergnies

                	 
      
	
                  (ACTING
      CEO)

                	 
      
	
                  Olivier
      de Vergnies

                	 
      


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  
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      Agreement for PV-Plant Acquisitions

                  

                	
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              Annexe
      A:

            	
              Check-list
      with key parameters

            


    
   


    
      	
              Annexe
      B:

            	
              Check-list
      meteocontrol

            


    
   


    
      	
              Annexe
      C:

            	
              Acquisition
      Agreement

            


    
   


    
      	
              Annexe
      D:

            	
              List
      of PV-Plants to be grid connected in 2009 and
  2010

            


    
   


    
      	
              Annexe
      E:

            	
              Document
      Request List

            


    

    
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
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    ANNEXE
A1

     

    SPECIFICATIONS
OF THE POWER PLANT

     

    
      
        	
                A.

              	
                Specification and
      criteria of the Power Plant

              


      

       

      
        	
                1.

              	
                The
      Power Plant held by the Company is specified as follows and fulfils the
      following criteria:

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                (i)

                                                              	 
      	
                                                                Name
      of the SPV (holds Project):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (ii)

                                                              	 
      	
                                                                Name
      of the Project:

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (iii)

                                                              	 
      	
                                                                Location
      of the Project:

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (iv)

                                                              	 
      	
                                                                Location/Address
      (SPV):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (v)

                                                              	 
      	
                                                                Country
      (SPV):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (vi)

                                                              	 
      	
                                                                Region
      (SPV):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (vii)

                                                              	 
      	
                                                                Municipality
      (SPV):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (viii)

                                                              	 
      	
                                                                Type
      of Power Generation:

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (ix)

                                                              	 
      	
                                                                Capacity
      (kWh at Feed-in Tariff p.a.):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (x)

                                                              	 
      	
                                                                Installed
      Capacity (MWp):

                                                              	 
      	
                                                                25 (Twenty Five MW)

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xi)

                                                              	 
      	
                                                                Purchase
      Price (overall)

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xii)

                                                              	 
      	
                                                                Purchase
      Price per MWp

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xiii)

                                                              	 
      	
                                                                Total
      Size of Power Plant (in ha):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xiv)

                                                              	 
      	
                                                                Number
      of Sites:

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xv)

                                                              	 
      	
                                                                Size
      of Sites (in ha):

                                                              	 
      	
                                                                   

                                                              
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xvi)

                                                              	 
      	
                                                                Owner(s)
      of the Sites:

                                                              	 
      	
                                                                   

                                                              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	
                                                                (xvii)

                                                              	 
      	
                                                                Irradiation
      (KWh/m2/a) (if PV):

                                                              	 
      	
                                                                   

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    sig.:____/___


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
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                  (xviii)

                	 
      	
                  Specific
      energy yield of the

                	 
      	 
      
	 
      	 
      	
                  Power
      Plant (kWh/kWp):

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xix)

                	 
      	
                  Performance
      ratio:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xx)

                	 
      	
                  Risk
      advisor and insurance

                	 
      	 
      
	 
      	 
      	
                  broker
      (if not Marsh GmbH):

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxi)

                	 
      	
                  Geology:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxii)

                	 
      	
                  Topography:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxiii)

                	 
      	
                  Earthquake
      Exposure:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxiv)

                	 
      	
                  Easements/Neighbourhood:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxv)

                	 
      	
                  Accessibility:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxvi)

                	 
      	
                  Land
      lease (EUR / Ha):

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxvii)

                	 
      	
                  Land
      purchase:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxviii)

                	 
      	
                  Sale
      of Power/Feed-in-Tariffs:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxix)

                	 
      	
                  Feed-in
      Tariff Period:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxx)

                	 
      	
                  Feed-in
      Tariff Ending Date:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxi)

                	 
      	
                  Modules:
      manufacturer/type/number:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxii)

                	 
      	
                  Inverters:
      manufacturer/type/number:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxiii)

                	 
      	
                  Ground
      tilt:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxiv)

                	 
      	
                  Distance
      and access to the grid:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxv)

                	 
      	
                  Connection
      to grid cost:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxvi)

                	 
      	
                  Number
      of third party land to

                	 
      	 
      
	 
      	 
      	
                  be
      crossed:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxvii)

                	 
      	
                  Ready-to-Build
      Date:

                	 
      	
                     

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xxxviii)

                	 
      	
                  Connection
      to Grid Date:

                	 
      	
                     

                


        

      

    

     

    sig.:____/___

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
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                  11/11

                


        

      

    

     

    
      
        
          	
                  (xxxix)

                	 
      	
                  Special
      permits, licences and authorisations:

                	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xl)

                	 
      	
                  Special
      laws and regulations to consider:

                	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xli)

                	 
      	
                  Further
      legal, technical, political and economical facts and circumstances to
      consider:

                	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xlii)

                	 
      	
                  Date
      from which exclusive property of any Feed-in Tariff payment for feeding
      the power into the power grid shall remain with the Company and shall not
      be removed and/or used by the Seller (if not Signing
  Date):

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	 
      
	
                  (xliii)

                	 
      	
                  In
      case this Power Plant is part of a pipeline of
      various turn-key power plants which currently can be grouped as (solar,
      rooftop, wind, grouped in regions) having  the following overall
      capacity which shall be sold by the Seller to the Purchaser, it is hereby
      agreed that the following maximum prices per MW shall apply for the
      following categories of Power Plants:

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	
                    

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  wherefore
      the Seller commits to exclusively offer all further power plants within
      the pipeline to the Purchaser and wherefore the Purchaser shall having a
      first right to refusal according to the above stated terms and conditions.
      For the avoidance of doubt any Acquisition of a Power Plant within the
      pipeline shall be deemed to be a fully separate Acquisition
      Agreement.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
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      Agreement

                	
                  12/12

                


        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Annexe A1 to
the Agreement to be executed by their duly authorized officers as of the date
first above written.

     

    
      	
              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)

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Acquisition
      Agreement

                	
                  13/13

                


        

      

    

     

    ANNEXE
A2

     

    CHECKLIST
FOR INSURANCE OF PHOTOVOLTAIC INSTALLATIONS

     

    
      
        
          	 
      	
                  General
      Questions

                
	 
      	 
      
	
                  1.

                	
                  Insured/
      Prospect:

                	
                    

                
	 
      	 
      	 
      
	 
      	
                  Address:

                	
                    

                
	 
      	 
      	 
      
	 
      	 
      	
                    

                
	 
      	 
      	 
      
	 
      	
                  Phone:

                	
                    

                	
                   Fax:

                	
                    

                	
                   E-Mail:

                
	 
      	 
      	 
      
	 
      	
                  Contact

                	 
      
	 
      	 
      	 
      
	 
      	
                  person:

                	
                    

                
	 
      	 
      
	 
      	
                  Property
      All-Risk and Business interruption

                
	 
      	
                  (please
      attach your project Expose to the questionnaire)

                
	 
      	 
      
	
                  2.

                	
                  Property
      All-Risk

                
	 
      	 
      
	 
      	
                  Insured
      location

                	 
      	 
      
	 
      	
                  (province,
      country, address)

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Plant
      manufacturer and producer of modules

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Replacement
      value of the total assets including transport, erection and
      fees

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Price
      of single module

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Total
      number of installed modules

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Total
      power output (KWp)

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Mounted
      on pitched roof, roof integration, slantwise compiled on flat roof,
      construction on ground or others

                	 
      	
                    

                
	 
      	 
      	 
      	 
      
	 
      	
                  Is
      the insured location fenced? (2.3 m high fence with barbed wire on top is
      required by Insurance)

                	 
      	
                    

                
	 	 	 	 
	 
      	
                  -
      Access control

                	 
      	 
      
	 
      	
                  (24
      h/7d during the building phase recommended)

                	 
      	 
      
	 
      	
                  -
      Security patrols

                	 
      	
                    

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Acquisition
      Agreement

                	
                  14/14

                


        

      

    

    


    
      
        
          
            
              
                	 
      	
                        Does
      a protection against

                      	 
      	 
      
	 
      	
                        lightning
      and overvoltage exist, at least

                      	 
      	 
      
	 
      	
                        with
      the following standards:

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        •
      External protection against lightning

                      	 
      	 
      
	 
      	
                        •
      Voltage compensation between the modules

                      	 
      	 
      
	 
      	
                        •
      Internal protection against lightning

                      	 
      	 
      
	 
      	
                        •
      Wiring is grounded to avoid conducting loops

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Wiring/
      E-lnstallation:

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        •
      protection against rodents e.g. mice, rats, polecats

                      	 
      	 
      
	 
      	
                        •
      water and UV-resistant insulation

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Are
      the manufacturer’s maintenance requirements complied

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Business
      Interruption

                      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        Annual
      turnover (kWh)/ compensation for electricity fed into the
    grid

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Time
      of delivery for main components in case of a major damage (PV-Modules,
      tracing, inverters, transformers)

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Any
      other supplementary information: (e.g. Transformer station fenced in,
      property of project or grid operator)

                      	 
      	
                          

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Is
      there an interest for our special “lack

                      	 
      	
                        Yes   ̈                 ̈  No

                      
	 
      	
                        of
      earning coverage”?

                      	 
      	
                        If
      yes, please provide

                      
	 
      	 
      	 
      	
                        solarisation
      trend analysis

                      
	 
      	 
      	 
      	
                        revenue
      forecast / energy yield prognos by independent experts or approved
      simulation software

                      
	 
      	 
      	 
      	
                          

                      
	 
      	
                        Please
      state the required Threshold for economic operation from the revenue
      forecast:

                      	 
      	 
      
	 	 	 	 


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Acquisition
      Agreement

                	
                  15/15

                


        

      

    

    


    
      
        
          
            	
                    3.

                  	
                    Environmental damage
    Insurance

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Basic
      coverage

                  	 
      	 
      
	 
      	
                    For
      damages to ground, surface water and biodiversity outside of the
      location

                  
	 
      	 
      	 
      	 
      
	 
      	
                    Are
      there FFH, Natura 2000 and PSA areas (biotopes) next to the location
      (within 100 meter)

                  	 
      	
                    Yes   ̈                 ̈  No

                     

                  
	 
      	 
      	 
      	
                       

                  
	 
      	 
      	 
      	 
      
	 
      	
                    Are
      there protected species (animals and botanic) on or next to the
      location (within 100 meter)

                  	 
      	
                    Yes   ̈                 ̈  No

                     

                    If
      yes, please advise

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Additional Cover (in
      connection with Basic coverage only) additionally for damages to own
      Ground of the policyholder, including damages to bodies of
      water

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Since
      when exist the factory at the location?

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Are
      there polluted ground or bodies of water on the location or can
      such  pollution be expected?

                  	 
      	
                    Yes   ̈                 ̈  No

                     

                    If
      yes, please advise

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Are
      there ground-expertises or groundwater examinations on the location done
      or planned?

                  	 
      	
                    Yes   ̈                 ̈  No

                     

                    If
      yes, please advise

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Have
      incidents happened in the past, which have damaged ground, bodies of water
      or protected species?

                  	 
      	
                    Yes   ̈                 ̈  No

                     

                    If
      yes, please advise

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    4.

                  	
                    Transportation
      Insurance

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Which
      goods are purchased/ Imported?

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                    Which
      goods are send / Exported?

                  	 
      	 
      


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                16/16

              


      

    

    
      
        
          
            
              
                
                  
                    	 	 	 
	 	
                            Which
      currency is valid?

                          	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	
                                                                              Total
      Sales (excl. tax)

                                                                            	 	 
      	 	 
      	 	 
      	 	 
      
	 	 	 	 	 	 	 	 	 	 
	 	
                                                                              Values domestic

                                                                            	 	
                                                                              EXW

                                                                            	 	
                                                                              FCA

                                                                            	 	
                                                                              CIP

                                                                            	 	
                                                                              Total

                                                                            
	 	 	 	 	 	 	 	 	 	 
	 	
                                                                              Breakdown

                                                                            	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                                                              Incoming
      shipments (domestic) sales)

                                                                            	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                                                              Earnings

                                                                            	 	 
      	 	 
      	 	 
      	 	 
      


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	
                                            Values import

                                          	 	
                                            EXW

                                          	 	
                                            FOB/DAF

                                          	 	
                                            CIF/CIP

                                          	 	
                                            Total

                                          
	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            Breakdown

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            Europe

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            Africa

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            Asia

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            Australia

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            North/
      Central America

                                          	 	 
      	 	 
      	 	 
      	 	 
      
	 	
                                            South
      America

                                          	 	 
      	 	 
      	 	 
      	 	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          Intermediary transportation

                                        	 	
                                          Inland

                                        	 	
                                          Europe

                                        	 	
                                          Rest
      of the
world

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  Assembly tools/ measuring instruments
      etc.

                                                	 
      
	 	 
      	 
      
	 	
                                                  Moveable
      instruments –
      total value

                                                	 
      
	 	 
      	 
      
	 	
                                                  Maximum
      value per assembler

                                                	 
      
	 	 
      	  
      
	 	
                                                  Exibitions/ trade fair etc.

                                                	 
      
	 	
                                                  (total
      sum insured per event)

                                                	 
      
	 	 
      	 
      
	 	
                                                  Location

                                                	 
      
	 	 
      	 
      
	 	
                                                  Number
      per year

                                                	 
      
	 	 
      	 
      
	 	 	 
	 	 	 
	 	
                                                  Storage

                                                	 
      
	 	 
      	 
      
	 	
                                                  Comissions - Stock storages

                                                	 
      
	 	 
      	 
      
	 	
                                                  How
      many storage locations ?

                                                	 
      


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Acquisition
      Agreement

              	
                17/17

              


      

    

    
      
        
          
            
              
                
                  
                    
                      	 	 	 
	 	 
      	 
      
	 	 	 
	 	
                              How
      much is the average value for the inventory stock ?

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	
                                                        What
      is the maximum value? 

                                                      	 
      
	 	 	 
	 	How
      often is the storage reverted?	 
	 	 
      	 
      
	  	
                                                        Other external storages

                                                      	 
      
	 	 
      	 
      
	 	
                                                        Where?

                                                      	 
      
	 	 
      	 
      
	 	
                                                        Which
      goods are stored?

                                                      	 
      
	 	 
      	 
      
	 	
                                                        How
      long?

                                                      	 
      
	 	 
      	 
      
	 	
                                                        How
      much is the average value for the 

                                                        stock
      inventory?

                                                      	 
      
	 	 
      	 
      
	 	
                                                        What
      is the maximum value

                                                      	 
      
	 	 	 
	5. 	Erection All Risk (EAR) and
      optional incl. Advanced loss of Profit Insurance
	 	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	 	
                Period
      of insurance:

              


      

    

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            Commencement
      / start of works:

                          
	 	 
	 
      	
                            Duration
      of
erection/construction works:

                          
	 	 
	 
      	
                            Anticipated
      completion of works:

                          
	 	 
	 
      	
                            Duration
      of
testing:

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 	
                              Hazards
      of earthquake, volcanism, tsunami:

                            	
                              Is
      there a history of volcanism, 

                              tsunami
      at the site?

                            	
                               ̈ yes

                               ̈ no

                            
	 	
                              (in
      the past 100 years and 100 km distance)

                            	
                              Have
      earthquakes etc.  been 

                              observed
      in this area?

                            	
                               ̈ yes

                               ̈ no

                            
	 	 	 	 
	 	 
      	
                              If
      so, please state intensity (magnitude)

                            	 
      


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  	
                          Acquisition
      Agreement

                        	
                          18/18

                        
	 	 


                

              

            

          

        

      

    

    
       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  Give
      details of any required special extension of cover: required (e.g.
      co-insured interests, surrounding property)

                                	 
      
	 	 	 
	 	
                                  Material Damage

                                	 
	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              Investment
      amount of the overall

            	
              EUR

            
	
              project

            	 
      
	
              in
      EUR:     thereof

            	
               

            
	
              Wind
      power plants

            	
              EUR

            
	
              Foundations

            	
              EUR

            
	
              Access
      roads

            	
              EUR

            
	
              Cables

            	
              EUR

            
	
              Transformers

            	
              EUR

            
	
              Transfer
      station(s)

            	
              EUR

            
	
              Others

            	
              EUR

            


    

        

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Please
      indicate limit of indemnity

                                    	 	
                                      Risk

                                    	 	
                                      Limits of indemnity (each 

                                      and every loss)

                                    
	
                                      
                                        required
      for the following perils: 
(are EUR 25 Mio.
      sufficient?)

                                    	 	
                                      Earthquake,
      volcanism, 

                                      tsunami:

                                    	 	
                                      EUR

                                    
	 
      	 	
                                      Storm,
      cyclone, flood, 

                                      inundation:

                                    	 	
                                      EUR

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      	 	 
	
                              Advanced Loss of Profit
      (if applicable)

                            	 
      
	
                               
      

                            	 
      
	
                              Brief
      description of the process or services, making special mention of
      bottlenecks (e.g. transformers stations):

                              (Please
      attach flow sheet)

                            	 
      
	 
      	 
      
	
                              Calculated
      energy production per year in kWh:

                            	 
      
	 
      	 
      
	
                              Remuneration
      in Euro Cent each kWh / total:

                            	 
      
	 
      	 
      
	
                              Desired
      time excess

                            	 
      
	
                              (minimum
      of 7 days):

                            	 
      


                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                Maximum
      indemnity period required to be insured:

              	
                 ̈
      3 month

              	
                 ̈ 6
      months 

              
	 
      	
                o
      12 months

              	
                 ̈
      other,

              


      

    

    


    
      
        
          
            	
                    Time
      related informations:

                  	
                    Date
      of

                  	 
      
	
                    (please
      attach a detailed progress chart of

                  	
                    commencement

                  	 
      
	
                    the
      erection works

                  	
                    of
      works:

                  	 
      
	
                    (incl.
      date of arrival on site, erection, testing,

                  	 
      	 
      
	
                    commissioning,  handover)  regarding  all

                  	
                    Testing
      period:

                  	
                    From:

                  
	
                    plant
      sections and major items)

                  	 
      	
                    To:

                  
	 
      	
                    Anticipated
      date of completion:  (handover
      following testing)

                  	 
      


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Acquisition
      Agreement

              	
                19/19

              


      

    

    
      
        
          
            
              
                
                  	  
      	
                           

                        	 
      


                

              

            

          

        

      

       

    

    
      
        
          
            
              
                	 
      	 	
                        Scheduled
      date of 

                        commencement
      of insured 

                        business:

                      
	 	 	  
	 
      	 	
                        At
      which date after 

                        completion
      of testing 

                        /commissioning
      is full 

                        production to
      be
reached?

                      


              

            

          

        

      

    

    


    
      
        	
                Has
      the risk of transportation (goods of any kind in connection with the
      project, especially large transformer stations incl. equipment) to be
      included in the cover for advanced Loss of Profit?

              	 	
                 ̈ yes       ̈
      no

              


      

    

    


    
      
        	
                If
      so, please answer the following questions:

              	 
      


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Goods
      to be insured (description)

                          	 	 
      
	 
      	 	
                            Serial
      production or

                          
	 
      	 	
                            single production?     
        ̈ serial       ̈ single

                          
	 
      	 	
                            Manufacturer/

                          
	 
      	 	
                            component supplier:

                          
	 
      	 	 
      
	 
      	 	
                            Value
      of goods:

                          


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              In
      case of a claim/ interruption: 

                                                              Can
      a marine cargo claim (even a partial damage) lead to an
      interruption? Please state what kind of

                                                            	 	 
      	 
      
	
                                                              interruption
      can occur:

                                                            	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                              Please
      state value of possible interruption costs and the period in which the
      interruption can be

                                                            	 	 
      	 
      
	
                                                              finalized:

                                                            	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                              Period
      in which the damaged goods can be

                                                            	 	 
      	 
      
	
                                                              exchanged:

                                                            	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                              Insured
      voyages/ conveyances:

                                                            	 	
                                                               ̈ Sea

                                                            	
                                                               ̈ Land

                                                            
	 
      	 	 
      	 
      
	
                                                              Terms
      of delivery/ condition:

                                                            	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                              Date
      of detachment and arrival:

                                                            	 	 
      	 
      
	 
      	 	 
      	 
      
	
                                                              Maximum
      indemnity period required to be

                                                            	 	
                                                               ̈ 3 months

                                                            	
                                                               ̈ 6 months

                                                            
	
                                                              insured:

                                                            	 	
                                                               ̈ 12 months

                                                            	
                                                               ̈ other,

                                                            
	 
      	 	 
      	 
      
	
                                                              Loss
      prevention:

                                                            	 	 
      	 
      


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	
                        Acquisition
      Agreement

                      	
                        20/20

                      
	 	 
	 	 


              

            

          

        

      

    

    


    
      
        
          	
                  Miscellaneous:

                	 
      
	 
      	 
      
	 
      	 
      
	 	 
	
                  Date/Signature

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                21/21

              


      

    

     

    ANNEXE
B

     

    LIST
OF AGREEMENTS, LIABILITIES AND OBLIGATIONS

    OF
THE COMPANY

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  Liability/Agreement/Obligation

                                                                                                	 	
                                                                                                  Creditor

                                                                                                	 	
                                                                                                  Amount

                                                                                                
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    sig.:____/_____

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                22/22

              


      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Annexe B to the Agreement to be executed by
their duly authorized officers as of the date first above written.

    


    
      
        
          
            
              
                
                  
                    	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)

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Acquisition
      Agreement

              	
                23/23

              


      

    

     

    ANNEXE
C

     

    DUE
DILIGENCE LIST – PART 1

     

    
      	
              1.

            	
              Organization
      and Corporate Records

            


    

     

    
      	
              1.1

            	
              Organizational
      and ownership charts relating to the
Company.

            


    

     

    
      	
              1.2

            	
              The
      Company's excerpt of the commercial register, currently in effect, duly
      certified by the competent office of commercial
  register.

            


    

     

    
      	
              1.3

            	
              The
      Company's articles of association as currently in effect, duly certified
      by the competent office of commercial
register

            


    

     

    
      	
              1.4

            	
              The
      Company's organization-bylaws, as currently in
  effect.

            


    

     

    
      	
              1.5

            	
              Minutes
      from all meetings of the Board of Directors, any committees of the Board
      of Directors, the management and any of the management's committees, for
      the past five years.

            


    

     

    
      	
              1.6

            	
              Minutes
      of all meetings of the Company's shareholders and of other groups such as
      nonvoting stockholders, bondholders, etc., for the past five
      years.

            


    

     

    
      	
              1.7

            	
              History
      of business activities, including acquisitions, restructurings,
      reorganizations, dispositions, share repurchases (see, also Section
      5.7).

            


    

     

    
      	
              1.8

            	
              All
      contracts or agreements with or pertaining to the Company and to which
      directors, officers or owners of more than 5% of the Company's stock are
      parties.

            


    

     

    
      	
              1.9

            	
              All
      documents relating to any other transaction between the Company and any
      director, officer or owner of more than 5% of the Company's
      stock.

            


    

     

    
      	
              1.10

            	
              All
      documents pertaining to any receivables from or payables to directors,
      officers or owners of more than 5% of the Company's
  stock.

            


    

     

    
      	
              2.

            	
              The
      Company's Shares and its
Shareholders

            


    

     

    
      	
              2.1

            	
              Copies
      of the Company's share
certificates.

            


    

     

    
      	
              2.2

            	
              A
      copy of the Company's stock ledger.

            


    

     

    
      	
              2.3

            	
              The
      Company's communications to the shareholders for the past five
      years.

            


    

     

    
      	
              2.4

            	
              Agreements
      relating to the Company's shares to which the Company is party, including
      stock option plans and agreements pursuant to which the Company has agreed
      to issue shares or to list shares with a stock
  exchange.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  24/24

                


        

      

       

    

    
      	
              2.5

            	
              Agreements
      between the shareholders regarding the
Company.

            


    

     

    
      	
              2.6

            	
              Other
      agreements relating to the Company's
shares.

            


    

     

    
      	
              2.7

            	
              Information
      about treasury shares.

            


    

     

    
      	
              2.8

            	
              Listing
      particulars of the Company.

            


    

     

    
      	
              2.9

            	
              All
      documents prepared and/or used by the Company in connection with private
      placements for the past five years.

            


    

     

    
      	
              2.10

            	
              Notices
      of the Company to the stock exchanges for the past five
    years.

            


    

     

    
      	
              2.11

            	
              Information
      regarding investments in listed companies (interests of more than
      1%).

            


    

     

    
      	
              3.

            	
              Financing of the
      Company

            


    

     

    
      	
              3.1

            	
              List
      of all short term and long term debt (including leases, guarantees and
      other contingent obligations).

            


    

     

    
      	
              3.2

            	
              All
      documents and agreements evidencing borrowings or available borrowings in
      excess of EUR 50'000, whether secured or unsecured, by the
      Company.

            


    

     

    
      	
              3.3

            	
              All
      documents and agreements evidencing other material financing arrangements,
      including leasing arrangements, installment purchases,
  etc.

            


    

     

    
      	
              3.4

            	
              All
      documents regarding bonds issued by the
Company.

            


    

     

    
      	
              3.5

            	
              Correspondence
      with and reports to lenders and rating
agencies.

            


    

     

    
      	
              3.6

            	
              Excerpts
      from the competent collection offices regarding collections made against
      the Company.

            


    

     

    
      	
              4.

            	
              Financial
      Data and Auditors

            


    

     

    
      	
              4.1

            	
              Annual
      financial statements for the past five years and the latest interim
      financial statements available for the
Company.

            


    

     

    
      	
              4.2

            	
              Internal
      budgets and projections for the Company including the assumptions used in
      preparation thereof.

            


    

     

    
      	
              4.3

            	
              Sales
      and assets by country.

            


    

     

    
      	
              4.4

            	
              Details
      of sales, cost of goods, marketing and R&D by
  product.

            


    

     

    
      	
              4.5

            	
              All
      letters from the Company's attorneys to the Company's auditors for the
      past five years.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  25/25

                


        

      

       

    

    
      	
              4.6

            	
              All
      letters from the Company to the Company's auditors for the past five years
      regarding certain representations requested by the Company's auditors in
      connection with their audit of the
Company.

            


    

     

    
      	
              4.7

            	
              All
      reports from the Company's auditors to the Company for the past five
      years.

            


    

     

    
      	
              5.

            	
              Contracts

            


    

     

    
      	
              5.1

            	
              All
      joint venture and partnership agreements to which the Company is a
      party.

            


    

     

    
      	
              5.2

            	
              All
      agreements encumbering real or personal property owned by the Company,
      including mortgages and other security
  agreements.

            


    

     

    
      	
              5.3

            	
              All
      material leases of any substantial amount of personal property to which
      the Company is a party, either as lessor or lessee (to the extent not
      disclosed under Section 7.1.2).

            


    

     

    
      	
              5.4

            	
              Forms
      of all material warranty provisions of the
  Company.

            


    

     

    
      	
              5.5

            	
              All
      material licensing agreements and franchises, to which the Company is a
      party (see, also Sections 6.2 and
6.4).

            


    

     

    
      	
              5.6

            	
              All
      material research and development
agreements.

            


    

     

    
      	
              5.7

            	
              All
      significant documents, including indemnity agreements, relating to any
      material acquisition or disposition by the
  Company.

            


    

     

    
      	
              5.8

            	
              A
      list of all customers who, during the past five years, have accounted for
      or who will according to the budget account for in excess of 2% of the
      Company's revenues in any twelve month
period.

            


    

     

    
      	
              5.9

            	
              All
      forms of contracts typically entered into between the Company and its
      customers or suppliers in the ordinary course of
  business.

            


    

     

    
      	
              5.10

            	
              A
      list detailing the number of customer complaints for each of the last five
      years, including an analysis of such complaints and their appropriate
      resolution, including annual costs relating
  thereto.

            


    

     

    
      	
              5.11

            	
              All
      contracts which obligate the Company to indemnify a third party where the
      potential obligation of the Company is not
  insignificant.

            


    

     

    
      	
              5.12

            	
              All
      engagement letters or contracts entered into with any financial advisor or
      investment banker; list of all advisors retained and fees payable to
      them.

            


    

     

    
      	
              5.13

            	
              All
      agreements involving an amount in excess of EUR 50'000 for the purchase
      of, or payment for, supplies, products or
  services.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  26/26

                


        

      

       

    

    
      	
              5.14

            	
              All
      agreements involving an amount in excess of EUR 50'000 to sell or supply
      products or to perform services.

            


    

     

    
      	
              5.15

            	
              All
      agreements (current or proposed) limiting or restraining the Company from
      engaging in or competing in any lines of business, or locations, with any
      person, firm, corporation or other
entity.

            


    

     

    
      	
              6.

            	
              Intangible
      Assets

            


    

     

    
      	
              6.1

            	
              List
      of all patents, trademarks and other intellectual property able to be
      registered and applications therefore used in the Company's business or
      which relate to the Company's business or name, and which are owned by the
      Company, indicating those that are subject to adverse claims, and
      indicating for each the jurisdictions in which it is
      registered.

            


    

     

    
      	
              6.2

            	
              List
      of patents, trademarks and other intellectual property able to be
      registered and applications therefore used in the Company's business or
      which relate to the Company's business or name and which are not owned by
      the Company, indicating the owner of such intellectual property rights and
      providing license or other royalty agreements concerning such intellectual
      property.

            


    

     

    
      	
              6.3

            	
              List
      of all intellectual property rights used in the Company's business or
      which relate to the Company's business or name, which are not able to be
      registered (in particular copyright) and which are owned by the Company,
      indicating those that are subject to adverse
  claims.

            


    

     

    
      	
              6.4

            	
              List
      of all intellectual property rights used in the Company's business or
      which relate to the Company's business or name, which are not able to be
      registered (in particular copyright) and which are not owned by the
      Company, indicating the owner of such rights and providing license or
      other royalty agreements concerning such intellectual
      property.

            


    

     

    
      	
              6.5

            	
              List
      of all software used by the Company indicating the basis for such use,
      e.g. ownership, license, etc.

            


    

     

    
      	
              6.6

            	
              Description
      of material legally unprotected proprietary information such as know-how,
      trade and production secrets.

            


    

     

    
      	
              6.7

            	
              Technology
      sharing, use and disclosure
agreements.

            


    

     

    
      	
              6.8

            	
              Confidentiality
      and non-disclosure agreements.

            


    

     

    
      	
              6.9

            	
              Description
      of any interference, infringement or unfair competition matters, whether
      current or potential.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  27/27

                


        

      

       

    

    
      	
              7.

            	
              Tangible
      Assets

            


    

     

    
      	
              7.1

            	
              Personal
      Property

            


    

     

    
      	
              7.1.1

            	
              List
      of personal property with a book value or fair market value exceeding EUR
      50'000 indicating any security interests or encumbrances
      thereon.

            


    

     

    
      	
              7.1.2

            	
              List
      of material personal property leased, together with the date and term of
      the relevant leasing agreement, a summary of the termination rights,
      renewal rights and annual rent.

            


    

     

    
      	
              7.1.3

            	
              Leasing
      agreements concerning personal property which is very important for the
      Company and leasing agreements stipulating an annual rent exceeding EUR
      20'000.

            


    

     

    
      	
              7.1.4

            	
              Excerpt
      of the ownership retention
register.

            


    

     

    
      	
              7.2

            	
              Real
      Property

            


    

     

    
      	
              7.2.1

            	
              Ownership
      of Real Property

            


    

     

    
      	
              7.2.1.1

            	
              List
      of real property presently or in the past owned by the Company, together
      with

            


    

     

    (a) the
indication of the location and a brief description,

     

    (b) the
description of all encumbrances, and

     

    (c) the
date of purchase and the date of sale (if sold).

     

    
      	
              7.2.1.2

            	
              Excerpt
      of the land register for each
property.

            


    

     

    
      	
              7.2.1.3

            	
              Appraisal
      report for each property.

            


    

     

    
      	
              7.2.1.4

            	
              Documentation
      of real property history for each
property.

            


    

     

    
      	
              7.2.1.5

            	
              Information
      regarding neighborhood disputes.

            


    

     

    
      	
              7.2.1.6

            	
              Information
      regarding zoning law issues,
including

            


    

     

    (a) zoning
plan,

     

    (b) municipal
zoning order,

     

    (c) excerpt
from the municipal development plan,

     

    (d) excerpt
from the state skeleton plan, and

     

    (e) information
regarding potential zoning law amendments.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  28/28

                


        

      

       

    

    
      	
              7.2.1.7

            	
              Information
      regarding parking regulations (municipal and
  cantonal).

            


    

     

    
      	
              7.2.1.8

            	
              Files
      on construction permits.

            


    

     

    
      	
              7.2.1.9

            	
              Building
      plans, including plan indicating the current
  use.

            


    

     

    
      	
              7.2.1.10

            	
              Building
      insurance appraisal.

            


    

     

    
      	
              7.2.1.11

            	
              Annual
      building maintenance cost.

            


    

     

    
      	
              7.2.2

            	
              Other
      Rights in Rem of Real Property

            


    

     

    
      	
              7.2.2.1

            	
              List
      of other rights regarding real property, including construction rights
      registered with the land register, rights of first refusal regarding real
      property, and servitudes.

            


    

     

    
      	
              7.2.2.2

            	
              Excerpt
      of the land register for each right (if registered on a separate
      excerpt).

            


    

     

    
      	
              7.2.2.3

            	
              Appraisal
      report for each right.

            


    

     

    
      	
              7.2.2.4

            	
              Documentation
      of each right’s
      history.

            


    

     

    
      	
              7.2.2.5

            	
              Information
      regarding neighborhood disputes regarding such
  rights.

            


    

     

    
      	
              7.2.2.6

            	
              Information
      regarding zoning law issues,
including

            


    

    


    (a) zoning
plan,

     

    (b) municipal
zoning order,

     

    (c) excerpt
from the municipal development plan

     

    (d) excerpt
from the state skeleton plan, and

     

    (e) information
regarding potential zoning law amendments.

     

    
      	
              7.2.3

            	
              Lease
      of Real Property

            


    

     

    
      	
              7.2.3.1

            	
              List
      of real property leased by the Company, together
  with

            


    

     

    (a) the
location and a brief description, and

     

    (b) a
summary of date, term and termination rights, renewal rights and annual
rent.

     

    
      	
              7.2.3.2

            	
              Material
      lease agreements.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      


      
        
          	
                  Acquisition
      Agreement

                	
                  29/29

                


        

      

       

    

    
      	
              8.

            	
              Environment

            


    

     

    
      	
              8.1

            	
              General Environmental
      Matters

            


    

     

    
      	
              8.1.1

            	
              All
      internal reports, or reports prepared by third parties and furnished to
      the Company, concerning environmental matters relating to current or
      former Company properties.

            


    

     

    
      	
              8.1.2

            	
              Copies
      of any statements or reports given by the Company to any federal, cantonal
      or municipal environmental authority or any other federal cantonal or
      local authority.

            


    

     

    
      	
              8.1.3

            	
              All
      notices, complaints, suits or similar documents received by the Company by
      any federal, cantonal or municipal environmental authority or any other
      federal, cantonal or local
authority.

            


    

     

    
      	
              8.1.4

            	
              All
      Company or outside reports concerning past environmental
      hazards.

            


    

     

    
      	
              8.1.5

            	
              All
      Company or outside environmental risk evaluation studies, reports on
      precautions taken in case of fire, explosion
  etc.

            


    

    


    
      	
              8.2

            	
              Specific
      Environmental Matters

            


    

     

    
      The
information sought under 8.2.1 to 8.2.6 shall be provided in respect to all
current or former properties used by the Company.

    

     

    
      	
              8.2.1

            	
              Water
      Protection

            


    

     

    
      	
              8.2.1.1

            	
              Excerpts
      from the water protection map, the ground water protection plan, and
      cantonal and municipal drainage
map.

            


    

     

    
      	
              8.2.1.2

            	
              Information
      on current status on sewage.

            


    

     

    
      	
              8.2.1.3

            	
              Orders
      regarding industrial waste water treatment and regarding waste water
      limits.

            


    

     

    
      	
              8.2.1.4

            	
              List
      of current and former tanks, indicating volume and current and former use
      (type of liquids stored).

            


    

     

    
      	
              8.2.1.5

            	
              Tank
      approvals, tank maps, tank revision
reports.

            


    

     

    
      	
              8.2.1.6

            	
              In
      respect of tanks no longer used: Shut-down reports, reports on shut-down
      procedure.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

    

    
      	
              Acquisition Agreement

            	
              30/30

            


    

    


    
      	
              8.2.2

            	
              Air

            


    

    


    
      	
              8.2.2.1

            	
              Company
      or outside air protection reports, concepts, studies
  etc.

            


    

    


    
      	
              8.2.2.2

            	
              Orders
      regarding air pollution.

            


    

    


    
      	
              8.2.2.3

            	
              Results
      of official, Company or outside air pollution measurements; confirmation
      of competent cantonal or municipal authority regarding compliance with air
      pollution limits.

            


    

    


    
      	
              8.2.3

            	
              Noise

            


    

    


    
      	
              8.2.3.1

            	
              Company
      or outside reports on noise levels.

            


    

    


    
      	
              8.2.3.2

            	
              Orders
      regarding noise.

            


    

    


    
      	
              8.2.3.3

            	
              Results
      of official, Company or outside noise measurements; confirmation of
      competent cantonal or municipal authority regarding compliance with noise
      limits.

            


    

    


    
      	
              8.2.4

            	
              Waste
      Treatment, Hazardous Materials

            


    

    


    
      	
              8.2.4.1

            	
              All
      Company or outside reports concerning compliance with waste disposal
      regulations (hazardous or
otherwise).

            


    

    


    
      	
              8.2.4.2

            	
              A
      list of all hazardous materials, hazardous substances or hazardous wastes
      used or generated at the Company’s
      facilities.

            


    

    


    
      	
              8.2.4.3

            	
              Agreements concerning the
      outsourcing of waste
treatment.

            


    

    


    
      	
              8.2.4.4

            	
              Reports
      of the cantonal poison office.

            


    

    


    
      	
              8.2.4.5

            	
              Permits of the designated poison
      specialists.

            


    

    


    
      	
              8.2.5

            	
              Site
      Contamination

            


    

    


    
      	
              8.2.5.1

            	
              Excerpts
      from the site contamination
register.

            


    

    


    
      	
              8.2.5.2

            	
              Information
      on past accidents with hazardous
materials.

            


    

    


    
      	
              8.2.5.3

            	
              Company
      or outside reports on site decontamination
  measures.

            


    

    


    
      	
              8.2.5.4

            	
              History
      of land use for the past fifty
years.

            


    

    


    
      	
              8.2.5.5

            	
              Results
      of probe drillings.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Acquisition Agreement

            	
              31/31

            


    

     

    
      	
              8.2.6

            	
              Energy

            


    

    


    
      	
              8.2.6.1

            	
              Energy
      balance sheets.

            


    

    


    
      	
              8.2.6.2

            	
              Company
      or outside reports on energy conservation
  programs.

            


    

    


    
      	
              9.

            	
              Tax
      Matters

            


    

    


    
      	
              9.1

            	
              All
      state and regional (including foreign) tax returns filed by the Company
      for the last ten years.

            


    

    


    
      	
              9.2

            	
              Copies
      of the last ten final assessments in respect of state and regional
      taxes.

            


    

    


    
      	
              9.3

            	
              Indication
      of the years (state and regional) for which no final tax assessments
      exist.

            


    

    


    
      	
              9.4

            	
              History
      of tax audits and the results of such
audits.

            


    

    


    
      	
              9.5

            	
              All
      tax rulings obtained and all tax rulings requested during the past five
      years.

            


    

    


    
      	
              9.6

            	
              List
      of all pending tax liabilities.

            


    

    


    
      	
              9.7

            	
              Information
      on hidden reserves, on tax basis in assets, and all other information
      which is material for the assessment of the tax position of the
      Company.

            


    

    


    
      	
              10.

            	
              Insurance

            


    

    


    
      	
              10.1

            	
              A
      schedule of all insurance policies and self-insurance programs, including
      details on premiums, maximum amounts of coverage, liability retention
      limits, and claim recoveries/payouts in the last five
    years.

            


    

    


    
      	
              10.2

            	
              Copies
      of existing insurance policies (including property damage, i.e. fire,
      water, theft, third party liability, including product liability, business
      interruption insurance, transportation, software and hardware insurance,
      employment related insurances such as accident insurance for employees,
      salary insurance in the event of employee absence due to illness or
      accident).

            


    

    


    
      	
              10.3

            	
              Information
      on self-insurance and inter-group premium reimbursement
      agreements.

            


    

    


    
      	
              10.4

            	
              Insurance
      analyses or reports prepared internally or by
  consultants.

            


    

    


    
      	
              10.5

            	
              Filled-in
      checklist as provided on page 13 of this
Annexe

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Acquisition Agreement

            	
              32/32

            


    

     

    
      	
              11.

            	
              Litigation,
      Government and Regulatory Issues

            


    

    


    
      	
              11.1

            	
              A
      list of all material litigation, claims threatened, administrative
      proceedings or other governmental investigations or inquiries, pending or
      threatened, affecting the businesses or operations of the
      Company.

            


    

    


    
      	
              11.2

            	
              Summary
      of the history of proceedings in respect of each litigation or other
      proceeding material to the Company’s
      business.

            


    

    


    
      	
              11.3

            	
              All
      judgments, orders, settlement agreements and other agreements, to which
      the Company is a party or is bound, requiring or prohibiting any future
      activities.

            


    

    


    
      	
              11.4

            	
              All
      reports to and filings with any other regulatory bodies which regulate a
      material portion of the Company’s
      business.

            


    

    


    
      	
              11.5

            	
              All
      reports, notices or correspondence relating to any alleged violation or
      infringement by the Company, or otherwise relating to the status of the
      Company’s
      compliance with, any local, cantonal or federal law or governmental
      regulations, orders or permits.

            


    

    


    
      	
              11.6

            	
              All
      of the Company’s
      material governmental permits, licenses,
etc.

            


    

    


    
      	
              11.7

            	
              Orders
      relating to municipal, cantonal or federal subsidies received by the
      Company.

            


    

    


    
      	
              12.

            	
              Competition

            


    

    


    
      	
              12.1

            	
              List
      of the sales during the last business year in the countries in which the
      Company had major sales activities.

            


    

    


    
      	
              12.2

            	
              List
      of the major geographical and product markets in which the Company is
      active.

            


    

    


    
      	
              12.3

            	
              List
      of the Company’s
      market share in the respective
markets.

            


    

    


    
      	
              12.4

            	
              All
      correspondence with, reports of or to, filings with, or other material
      information with respect to any antitrust issue, in particular notices,
      request and decrees from the Competition Commission for the past five
      years.

            


    

    


    
      	
              12.5

            	
              Company
      or outside market reports.

            


    

    


    
      	
              12.6

            	
              All
      agreements with competitors, distributors, customers or suppliers which
      have a negative impact on the relevant
market.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

      	
              Acquisition Agreement

            	
              33/33

            


    

     

    
      	
              13.

            	
              Miscellaneous

            


    

    


    
      	
              13.1

            	
              Recent
      analyses of the Company or its industries prepared by investment bankers,
      management consultants, accountants or others, including marketing
      studies, credit reports and other types of reports, financial or
      otherwise.

            


    

    


    
      	
              13.2

            	
              All
      significant recent management, marketing, sales or similar reports
      relating to the business, or products of the
  Company.

            


    

    


    
      	
              13.3

            	
              All
      press releases issued by the Company for the past five
    years.

            


    

    


    
      	
              13.4

            	
              All
      recent articles or brochures relating to the Company or any of their
      products, services or material
events.

            


    

    


    
      	
              13.5

            	
              Analyst
      reports and internal studies of the business or
  industry.

            


    

    


    
      	
              13.6

            	
              Any
      other document and information which, in your judgment, are significant
      with respect to any portion of the Company’s business and that should be
      considered by prospective
investors.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Acquisition Agreement

            	
              34/34

            


    

     

    ANNEXE
C

     

    DUE
DILIGENCE LIST – PART
2

    


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              Acquisition Agreement

            	
              35/35

            


    

     

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Acquisition Agreement

            	
              36/36

            


    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Acquisition Agreement

            	
              37/37

            


    

     

    

      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	
                Acquisition Agreement

              	
                38/38

              


      

       

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      	
              Acquisition Agreement

            	
              39/39

            


    

     

    ANNEXE
D

     

    CLOSING
MINUTES


     

    The
Parties hereby agree that a complete and successful Closing of the Acquisition
Agreement
regarding the turnkey project named “_________” with a
total capacity of 25 MWp,
located in _________________________, Italy, has been reached.

     

    *
* * *


     

    IN WITNESS WHEREOF, the
Parties hereto have caused this Annexe 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

                          	 


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        Acquisition
      Agreement

                      	
                        40/40

                      


              

            

          

        

      

    

     

    ANNEXE
E

     

    GENERAL
TERMS AND CONDITIONS OF ACQUISITION

     

    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	CHAPTER
      1 –
      DEFINITIONS	
                                                                                                              43

                                                                                                            
	 	 	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Definitions

                                                                                                            	
                                                                                                              43

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Interpretation

                                                                                                            	
                                                                                                              45

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Reference
      to Agreements

                                                                                                            	
                                                                                                              45

                                                                                                            
	 	 	 
	
                                                                                                              D.

                                                                                                            	
                                                                                                              Incorporation

                                                                                                            	
                                                                                                              45

                                                                                                            
	 	 
	CHAPTER
      2 –
      SCOPE, PURPOSE AND OBJECTIVE	
                                                                                                              45

                                                                                                            
	    	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Purpose
      and Objective

                                                                                                            	
                                                                                                              45

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Main
      Obligations of the Seller

                                                                                                            	
                                                                                                              46

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Main
      Processes

                                                                                                            	
                                                                                                              46

                                                                                                            
	 
      	 
      	 
      
	
                                                                                                              CHAPTER
      3 –
      CONSTRUCTION PROCESS

                                                                                                            	
                                                                                                              47

                                                                                                            
	 	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Grid
      Connection

                                                                                                            	
                                                                                                              47

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Structure
      of Construction Process

                                                                                                            	
                                                                                                              47

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Planning
      and Projecting phase

                                                                                                            	
                                                                                                              48

                                                                                                            
	 	 	 
	
                                                                                                              D.

                                                                                                            	
                                                                                                              Performance
      of Project Due Diligence

                                                                                                            	
                                                                                                              48

                                                                                                            
	 	 	 
	
                                                                                                              E.

                                                                                                            	
                                                                                                              Project
      Due Diligence Report

                                                                                                            	
                                                                                                              49

                                                                                                            
	 	 	 
	
                                                                                                              F.

                                                                                                            	
                                                                                                              Construction
      of the Power Plant

                                                                                                            	
                                                                                                              49

                                                                                                            
	 	 	 
	
                                                                                                              G.

                                                                                                            	
                                                                                                              Performance
      of Construction Due Diligence

                                                                                                            	
                                                                                                              51

                                                                                                            
	 	 	 
	
                                                                                                              H.

                                                                                                            	
                                                                                                              Achievement
      of Grid Connection

                                                                                                            	
                                                                                                              52

                                                                                                            
	 
      	 
      	 
      
	
                                                                                                              CHAPTER
      4 – ACQUISITION PROCESS

                                                                                                            	
                                                                                                              52

                                                                                                            
	  
      	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Structure
      of Acquisition Process

                                                                                                            	
                                                                                                              52

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Performance
      of Final Due Diligence

                                                                                                            	
                                                                                                              52

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Final
      Due Diligence Report

                                                                                                            	
                                                                                                              53

                                                                                                            
	 	 	 
	CHAPTER
      5 – CLOSING PROCESS	
                                                                                                              53

                                                                                                            
	 	 	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Structure
      of Closing Process

                                                                                                            	
                                                                                                              53

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Delivery
      Requirements of the Seller

                                                                                                            	
                                                                                                              54

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Delivery
      Requirements of the Purchaser

                                                                                                            	
                                                                                                              54

                                                                                                            
	 	 	 
	
                                                                                                              D.

                                                                                                            	
                                                                                                              Closing
      and Signing of Closing Minutes

                                                                                                            	
                                                                                                              54

                                                                                                            
	 
      	 
      	 
      
	
                                                                                                              CHAPTER
      6 – PURCHASE PRICE

                                                                                                            	
                                                                                                              55

                                                                                                            
	 	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Purchase
      Price

                                                                                                            	
                                                                                                              55

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Costs

                                                                                                            	
                                                                                                              56

                                                                                                            
	 	 	 
	CHAPTER
      7 – TAXES	
                                                                                                              56

                                                                                                            
	 	 
	
                                                                                                              A.

                                                                                                            	
                                                                                                              Principle

                                                                                                            	
                                                                                                              56

                                                                                                            
	 	 	 
	
                                                                                                              B.

                                                                                                            	
                                                                                                              Taxes
      levied on the Incorporation of the Company

                                                                                                            	
                                                                                                              56

                                                                                                            
	 	 	 
	
                                                                                                              C.

                                                                                                            	
                                                                                                              Taxes
      levied on the Transfer of Real Estate

                                                                                                            	
                                                                                                              56

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          Acquisition
      Agreement

                        	
                          41/41

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                          D.

                                                                                                        	
                                                                                                          Taxes
      levied on the Contribution of the Power Plant into the
    Company

                                                                                                        	
                                                                                                          56

                                                                                                        
	 	 	 
	
                                                                                                          E.

                                                                                                        	
                                                                                                          Taxes
      levied on the Transfer of the Shares

                                                                                                        	
                                                                                                          56

                                                                                                        
	 
      	 
      	 
      
	
                                                                                                          CHAPTER
      8 – INSURANCE

                                                                                                        	
                                                                                                          56

                                                                                                        
	 	 
	
                                                                                                          A.

                                                                                                        	
                                                                                                          General
      Conditions

                                                                                                        	
                                                                                                          56

                                                                                                        
	 	 	 
	
                                                                                                          B.

                                                                                                        	
                                                                                                          Insurance
      of the Seller

                                                                                                        	
                                                                                                          57

                                                                                                        
	 	 	 
	
                                                                                                          C.

                                                                                                        	
                                                                                                          Insurance
      of the Company

                                                                                                        	
                                                                                                          57

                                                                                                        
	 	 	 
	
                                                                                                          D.

                                                                                                        	
                                                                                                          Insurances
      of Sub-Contractors

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          E.

                                                                                                        	
                                                                                                          Proof
      of Insurance Coverage

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          F.

                                                                                                        	
                                                                                                          Insurance
      Proceedings

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          G.

                                                                                                        	
                                                                                                          Change
      of Policy Conditions

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          H.

                                                                                                        	
                                                                                                          Insurance
      Coverage – Effect on
      Liabilities

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          I.

                                                                                                        	
                                                                                                          Damage
      Mitigation

                                                                                                        	
                                                                                                          58

                                                                                                        
	 
      	 
      	 
      
	
                                                                                                          CHAPTER
      9 – REPRESENTATIONS AND WARRANTIES OF THE
    SELLER

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 
	
                                                                                                          A.

                                                                                                        	
                                                                                                          Shares
      and Capital Structure of the Company

                                                                                                        	
                                                                                                          58

                                                                                                        
	 	 	 
	
                                                                                                          B.

                                                                                                        	
                                                                                                          Articles
      of Association

                                                                                                        	
                                                                                                          59

                                                                                                        
	 	 	 
	
                                                                                                          C.

                                                                                                        	
                                                                                                          Corporate
      Organization

                                                                                                        	
                                                                                                          59

                                                                                                        
	 	 	 
	
                                                                                                          D.

                                                                                                        	
                                                                                                          Entitlement
      and Representation

                                                                                                        	
                                                                                                          59

                                                                                                        
	 	 	 
	
                                                                                                          E.

                                                                                                        	
                                                                                                          Books,
      Records and Accounting

                                                                                                        	
                                                                                                          59

                                                                                                        
	 	 	 
	
                                                                                                          F.

                                                                                                        	
                                                                                                          Compliance
      with Relevant Laws

                                                                                                        	
                                                                                                          59

                                                                                                        
	 	 	 
	
                                                                                                          G.

                                                                                                        	
                                                                                                          Qualification
      to Do Business

                                                                                                        	
                                                                                                          60

                                                                                                        
	 	 	 
	
                                                                                                          H.

                                                                                                        	
                                                                                                          No
      Violations

                                                                                                        	
                                                                                                          60

                                                                                                        
	 	 	 
	
                                                                                                          I.

                                                                                                        	
                                                                                                          Consents
      and Approvals

                                                                                                        	
                                                                                                          60

                                                                                                        
	 	 	 
	
                                                                                                          J.

                                                                                                        	
                                                                                                          Authorisation,
      Validity and Enforceability

                                                                                                        	
                                                                                                          60

                                                                                                        
	 	 	 
	
                                                                                                          K.

                                                                                                        	
                                                                                                          No
      Default, Violation or Litigation

                                                                                                        	
                                                                                                          61

                                                                                                        
	 	 	 
	
                                                                                                          L.

                                                                                                        	
                                                                                                          Legal
      Proceedings

                                                                                                        	
                                                                                                          61

                                                                                                        
	 	 	 
	
                                                                                                          M.

                                                                                                        	
                                                                                                          Employment
      Matters

                                                                                                        	
                                                                                                          61

                                                                                                        
	 	 	 
	
                                                                                                          N.

                                                                                                        	
                                                                                                          Returns

                                                                                                        	
                                                                                                          62

                                                                                                        
	 	 	 
	
                                                                                                          O.

                                                                                                        	
                                                                                                          Absence
      of Certain Changes

                                                                                                        	
                                                                                                          62

                                                                                                        
	 	 	 
	
                                                                                                          P.

                                                                                                        	
                                                                                                          Sub-Contractors

                                                                                                        	
                                                                                                          62

                                                                                                        
	 	 	 
	
                                                                                                          Q.

                                                                                                        	
                                                                                                          Assets

                                                                                                        	
                                                                                                          62

                                                                                                        
	 	 	 
	
                                                                                                          R.

                                                                                                        	
                                                                                                          Real
      Estate and Leases

                                                                                                        	
                                                                                                          63

                                                                                                        
	 	 	 
	
                                                                                                          S.

                                                                                                        	
                                                                                                          Contracts

                                                                                                        	
                                                                                                          63

                                                                                                        
	 	 	 
	
                                                                                                          T.

                                                                                                        	
                                                                                                          Receivables

                                                                                                        	
                                                                                                          63

                                                                                                        
	 	 	 
	
                                                                                                          U.

                                                                                                        	
                                                                                                          Licenses,
      Permits and Authorisations

                                                                                                        	
                                                                                                          63

                                                                                                        
	 	 	 
	
                                                                                                          V.

                                                                                                        	
                                                                                                          Intellectual
      Property Rights

                                                                                                        	
                                                                                                          63

                                                                                                        
	 	 	 
	
                                                                                                          W.

                                                                                                        	
                                                                                                          Claims

                                                                                                        	
                                                                                                          64

                                                                                                        
	 	 	 
	
                                                                                                          X.

                                                                                                        	
                                                                                                          Power
      Plant

                                                                                                        	
                                                                                                          64

                                                                                                        
	 	 	 
	
                                                                                                          Y.

                                                                                                        	
                                                                                                          Consequences

                                                                                                        	
                                                                                                          65

                                                                                                        
	 
      	 
      	 
      
	
                                                                                                          CHAPTER
      10 – REPRESENTATIONS AND WARRANTIES OF THE
      PURCHASER

                                                                                                        	
                                                                                                          65

                                                                                                        
	 	 
	
                                                                                                          A.

                                                                                                        	
                                                                                                          Corporate
      Organization

                                                                                                        	
                                                                                                          65

                                                                                                        
	 	 	 
	
                                                                                                          B.

                                                                                                        	
                                                                                                          No
      Violations

                                                                                                        	
                                                                                                          65

                                                                                                        
	 	 	 
	
                                                                                                          C.

                                                                                                        	
                                                                                                          Consents
      and Approvals

                                                                                                        	
                                                                                                          65

                                                                                                        
	 	 	 
	
                                                                                                          D.

                                                                                                        	
                                                                                                          Authorization,
      Validity and Enforceability

                                                                                                        	
                                                                                                          65

                                                                                                        


                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  	
                          Acquisition
      Agreement

                        	
                          42/42

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          	
                                                                                                  E.

                                                                                                	
                                                                                                  Funds

                                                                                                	
                                                                                                  65

                                                                                                
	 
      	 
      	 
      
	
                                                                                                  CHAPTER
      11 – CONFIDENTIALITY

                                                                                                	
                                                                                                  66

                                                                                                
	 	 
	
                                                                                                  A.

                                                                                                	
                                                                                                  Confidential
      Information

                                                                                                	
                                                                                                  66

                                                                                                
	 	 	 
	
                                                                                                  B.

                                                                                                	
                                                                                                  Non
      Disclosure of Confidential Information

                                                                                                	
                                                                                                  66

                                                                                                
	 	 	 
	
                                                                                                  C.

                                                                                                	
                                                                                                  Use
      of Confidential Information

                                                                                                	
                                                                                                  66

                                                                                                
	 	 	 
	
                                                                                                  D.

                                                                                                	
                                                                                                  Permitted
      disclosure of Confidential Information

                                                                                                	
                                                                                                  66

                                                                                                
	 	 	 
	
                                                                                                  E.

                                                                                                	
                                                                                                  Copying
      and return of furnished Confidential Information

                                                                                                	
                                                                                                  67

                                                                                                
	 	 	 
	
                                                                                                  F.

                                                                                                	
                                                                                                  Indemnities,
      injunctive relief

                                                                                                	
                                                                                                  67

                                                                                                
	 	 	 
	
                                                                                                  G.

                                                                                                	
                                                                                                  Term
      and Termination

                                                                                                	
                                                                                                  67

                                                                                                
	 	 	 
	
                                                                                                  H.

                                                                                                	
                                                                                                  No
      Rights Granted

                                                                                                	
                                                                                                  67

                                                                                                
	 	 	 
	
                                                                                                  I.

                                                                                                	
                                                                                                  Successors
      and Assigns

                                                                                                	
                                                                                                  68

                                                                                                
	 	 	 
	
                                                                                                  J.

                                                                                                	
                                                                                                  Entire
      Agreement

                                                                                                	
                                                                                                  68

                                                                                                
	 
      	 
      	 
      
	
                                                                                                  CHAPTER
      12 – SIGNING AND ENTERING INTO FORCE

                                                                                                	
                                                                                                  68

                                                                                                
	 	 
	
                                                                                                  A.

                                                                                                	
                                                                                                  Signing
      Date and Procedure

                                                                                                	
                                                                                                  68

                                                                                                
	 	 	 
	
                                                                                                  B.

                                                                                                	
                                                                                                  Entering
      into Force

                                                                                                	
                                                                                                  68

                                                                                                
	 
      	 
      	 
      
	
                                                                                                  CHAPTER
      13 – TERMINATION AND MATERIAL BREACH

                                                                                                	
                                                                                                  68

                                                                                                
	 	 
	
                                                                                                  A.

                                                                                                	
                                                                                                  Termination

                                                                                                	
                                                                                                  68

                                                                                                
	 	 	 
	
                                                                                                  B.

                                                                                                	
                                                                                                  Effect
      of Termination

                                                                                                	
                                                                                                  68

                                                                                                
	 	 	 
	
                                                                                                  C.

                                                                                                	
                                                                                                  Material
      Breach

                                                                                                	
                                                                                                  68

                                                                                                
	 	 	 
	
                                                                                                  D.

                                                                                                	
                                                                                                  Force
      Majeure

                                                                                                	
                                                                                                  70

                                                                                                
	 
      	 
      	 
      
	
                                                                                                  CHAPTER
      14 – INDEMNIFICATION

                                                                                                	
                                                                                                  70

                                                                                                
	 	 
	
                                                                                                  A.

                                                                                                	
                                                                                                  Indemnification
      by the Seller

                                                                                                	
                                                                                                  70

                                                                                                
	 	 	 
	
                                                                                                  B.

                                                                                                	
                                                                                                  Indemnification
      by the Purchaser

                                                                                                	
                                                                                                  70

                                                                                                
	 	 	 
	
                                                                                                  C.

                                                                                                	
                                                                                                  Limitation
      of Indemnification Obligations

                                                                                                	
                                                                                                  70

                                                                                                
	 	 	 
	
                                                                                                  D.

                                                                                                	
                                                                                                  Procedure;
      Conditions to Indemnification

                                                                                                	
                                                                                                  71

                                                                                                
	 	 	 
	
                                                                                                  E.

                                                                                                	
                                                                                                  Exclusivity

                                                                                                	
                                                                                                  72

                                                                                                
	 
      	 
      	 
      
	
                                                                                                  CHAPTER
      15 – MISCELLANEOUS

                                                                                                	
                                                                                                  72

                                                                                                
	 	 
	
                                                                                                  A.

                                                                                                	
                                                                                                  Notices
      of Default

                                                                                                	
                                                                                                  72

                                                                                                
	 	 	 
	
                                                                                                  B.

                                                                                                	
                                                                                                  Assignment

                                                                                                	
                                                                                                  72

                                                                                                
	 	 	 
	
                                                                                                  C.

                                                                                                	
                                                                                                  Severability

                                                                                                	
                                                                                                  72

                                                                                                
	 	 	 
	
                                                                                                  D.

                                                                                                	
                                                                                                  Binding
      Effect

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  E.

                                                                                                	
                                                                                                  Notices

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  F.

                                                                                                	
                                                                                                  Entire
      Agreement

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  G.

                                                                                                	
                                                                                                  Third
      Party Beneficiaries

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  H.

                                                                                                	
                                                                                                  Waiver

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  I.

                                                                                                	
                                                                                                  Expenses

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  J.

                                                                                                	
                                                                                                  Language
      of the Agreement

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  K.

                                                                                                	
                                                                                                  Good
      Faith

                                                                                                	
                                                                                                  73

                                                                                                
	 	 	 
	
                                                                                                  L.

                                                                                                	
                                                                                                  Governing
      Law

                                                                                                	
                                                                                                  74

                                                                                                
	 	 	 
	
                                                                                                  M.

                                                                                                	
                                                                                                  Jurisdiction

                                                                                                	
                                                                                                  74

                                                                                                
	 	 	 
	
                                                                                                  N.

                                                                                                	
                                                                                                  Counterparts

                                                                                                	
                                                                                                  74

                                                                                                


                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        
          
            
              
                
                  	
                          Acquisition
      Agreement

                        	
                          43/43

                        


                

              

            

          

        

      



    CHAPTER
1–
DEFINITIONS 

     

    
      	
              A. 

            	
              Definitions

            


    

     

    
      
        	
                1. 

              	
                The
      terms below as used in this Agreement shall have the following
      meanings:

              


      

    

     

    
      	
               
      

            	
              “Absence of Revocation Reasons”
      shall have the meaning as set forth in art.
  17.

            


    

     

    
      	
               
      

            	
              “Achievement of Acceptance”
      shall have the meaning as set forth in art.
  17.

            


    

     

    
      	
               
      

            	
              “Achievement of Capacity at
      Feed-in Tariff” shall have the meaning as set forth in art.
      17.

            


    

     

    
      	
               
      

            	
              “Achievement of Feeding the
      Power Grid” shall have the meaning as set forth in art.
      17.

            


    

     

    
      	
               
      

            	
              “Achievement of Revenue
      Production” shall have the meaning as set forth in art.
      17.

            


    

     

    
      	
               
      

            	
              “Acquisition Process”
      shall have the meaning as set forth in art.
  14.

            


    

     

    
      
        	
                 
      

              	
                “Affiliate”
      means any legal entity which, at the time of the signing of this
      Agreement, is directly or indirectly controlling, controlled by or under
      common control with any of the Parties or is otherwise strongly connected
      or associated to the Parties.

              
	 	 
	 	
                “Agreement”
      means this Acquisition
  Agreement.

              


      

    

     

    
      	
               
      

            	
              “Authorized Recipients”
      means any related companies, directors, officers, partners,
      Employees, agents, lawyers, engineers, accountants, auditors, bankers,
      investors and other consultants of the Receiving Party being under
      professional or contractual obligation not to disclose the Confidential
      Information as defined in this
Agreement.

            


    

     

    
      
        	
                 
      

              	
                “Business
      Day” means a working day (other than a Saturday or Sunday) on which
      the banks are open for ordinary banking business in
      Zurich.

              
	 	 
	 	
                “Capacity”
      shall have the meaning as set forth in Annexe
      A1.

              


      

    

     

    
      	
               
      

            	
              “Closing” shall mean the
      successful and complete Closing of this Agreement as set forth in art. 73
      et seq.

            


    

     

    
      	
               
      

            	
              “Closing Process” shall
      have the meaning as set forth in art.
14.

            


    

     

    
      
        	
                 
      

              	
                “Closing Minutes” shall
      have the meaning as set forth in art. 76.

              
	 	 
	 	
                “CO”
      means the Swiss Code of
  Obligations.

              


      

    

     

    
      	
               
      

            	
              “Company” shall have the
      meaning as defined in art. 8 and art.
9.

            


    

     

    
      	
               
      

            	
              “Completion of the
      Construction” shall have the meaning as set forth in art.
      17.

            


    

     

    
      	
               
      

            	
              “Compliance with all
      Guarantees” shall have the meaning as set forth in art.
      17.

            


    

     

    
      	
               
      

            	
              “Compliance with all Laws”
      shall have the meaning as set forth in art.
  17.

            


    

     

    
      	
               
      

            	
              “Compliance with all Licenses”
      shall have the meaning as set forth in art.
  17.

            


    

     

    
      	
               
      

            	
              “Compliance with General
      Building and Construction Rules” shall have the meaning as set
      forth in art. 17.

            


    

     

    
      	
               
      

            	
              “Confidentiality Obligation”
      shall have the meaning as set forth in art.
  191.

            


    

     

    
      	
               
      

            	
              “Confidential Information”
      shall have the meaning as set forth in art.
  187.

            


    

     

    
      	
               
      

            	
              “Connection to Grid Date”
      shall have the meaning as set forth in art. 19 and Annexe
      A1.

            


    

     

    
      	
               
      

            	
              “Construction Due Diligence”
      shall have the meaning as set forth in art.
  54.

            


    

     

    
      	
               
      

            	
              “Construction Due Diligence
      Notice” shall have the meaning as set forth in art.
    55.

            


    

     

    
      	
               
      

            	
              “Construction Process”
      shall have the meaning as set forth in art.
  14.

            


    

     

    
      	
               
      

            	
              “Construction Schedule”
      shall have the meaning as set forth in art.
  20.

            


    

     

    
      	
               
      

            	
              “Disagreement Notice”
      shall have the meaning as set forth in art.
  53.

            


    

     

    
      	
               
      

            	
              “Disclosing Party” means
      the Party disclosing Confidential Information to the other
      Party.

            


    

     

    
      	
               
      

            	
              “Employees” means any
      employee employed by the Parties on the Signing Date of this Agreement,
      including without limitation, those employees who on the Signing Date of
      this Agreement are on leave.

            


    

     

    
      	
               
      

            	
              “Feed-in Tariff” shall
      have the meaning as set in Annexe
A1.

            


    

     

    
      	
               
      

            	
              “Final Due Diligence”
      shall have the meaning as set forth in the Preamble and in art. 61
      et
      seq.

            


    

     

    
      	
               
      

            	
              “Final Due Diligence Report”
      shall have the meaning as set forth in art.
  66.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Acquisition
      Agreement

              	
                44/44

              


      

    

     

    
      
        	 	
                “Final
      Test” shall have the meaning as set forth in art.
      42.

              
	 	 
	
                 
      

              	
                “Final
      Test Report” shall have the meaning as set forth in art.
      42.

              


      

    

     

    
      	
               
      

            	
              “Force Majeure” shall
      have the meaning as set forth in art.
224.

            


    

     

    
      	
               
      

            	
              “Guarantee” means any
      warranties, representations and other guarantees, such as, without being
      limited to, product, system and/or performance guarantees, for any part of
      the Power Plant given by the suppliers and/or producers of such part of
      the Power Plant which according to the general building and construction
      rules may reasonably be requested for operating the Power Plant for a
      period of at least 20 years.

            


    

     

    
      	
               
      

            	
              “Grid Connection” shall
      have the meaning as set forth in the Preamble and in art.
    17.

            


    

     

    
      	
               
      

            	
              “Indemnified Party”
      shall have the meaning as set forth in art.
  232.

            


    

     

    
      	
               
      

            	
              “Indemnifying Party”
      shall have the meaning as set forth in art.
  232.

            


    

     

    
      	
               
      

            	
              “Insurance Coverage”
      shall have the meaning as set forth in art.
  94.

            


    

     

    
      
        	
                 
      

              	
                “Intellectual
      Property Rights” shall have the meaning as set forth in art.
      166.

              
	 	 
	 	
                “Licenses”
      shall have the meaning as set forth in art.
      9.

              


      

    

     

    
      	
               
      

            	
              “Lien” means any
      mortgage, pledge, security interest, encumbrance, lien (statutory or
      other), conditional sale agreement, claim of any third party of whatever
      nature and/or any other adverse claim of any
  kind.

            


    

     

    
      	
               
      

            	
              “Losses” means losses
      (including diminution of value), liabilities, damages, expenses (including
      reasonable expenses of defence and investigation related to any claim of
      any loss), costs and reasonable legal fees and disbursements
      collectively.

            


    

     

    
      	
               
      

            	
              “Material Adverse Effect”
      means, with respect to any Party, a material adverse effect on the
      assets, liabilities, financial conditions, results of operation or
      business of such Party, or its right to conduct its business as presently
      conducted, individually or in the
aggregate.

            


    

     

    
      
        	
                 
      

              	
                “Material
      Breach” shall have the meaning as set forth in art.
      215.

              
	 	 
	 	
                “MW”
      means Megawatt.

              
	 	 
	 	
                “MWh”
      means Megawatt hour.

              
	 	 
	 	
                “MWp”
      means
Megawatts-peak.

              


      

    

     

    
      
        	
                 
      

              	
                “Net Purchase Price”
      shall have the meaning as set forth in art. 82.

              
	 	 


      

    

    
      	
               
      

            	
              “Person” means any
      individual, corporation, private company limited by shares, partnership,
      joint venture, association, joint shares company, limited liability
      company, trust, unincorporated organization or any government or agency or
      political subdivision thereof.

            


    

     

    
      
        	
                 
      

              	
                “Power
      Plant” shall have the meaning as defined in art. 8 and art.
      9.

              
	 	 
	 	
                “Progress
      Reports” shall have the meaning as set forth in art.
      51.

              


      

    

     

    
      	
               
      

            	
              “Project Due Diligence”
      shall have the meaning as set forth in art.
  26.

            


    

     

    
      	
               
      

            	
              “Project Due Diligence Report”
      shall have the meaning as set forth in art.
  29.

            


    

     

    
      	
               
      

            	
              “Purchaser” shall have
      the meaning as set forth on the first page of this
    Agreement.

            


    

     

    
      	
               
      

            	
              “Purchase Price” shall
      have the meaning as set in art. 81 et
  seq.

            


    

     

    
      	
               
      

            	
              “Receivables” shall have
      the meaning as set forth in art.
164.

            


    

     

    
      	
               
      

            	
              “Received Payments for Power
      Feed-in” shall have the meaning as set forth in art.
      78.

            


    

     

    
      	
               
      

            	
              “Receiving Party” means
      the Party receiving Confidential Information from the other
      Party.

            


    

     

    
      	
               
      

            	
              “Seller” shall have the
      meaning as set forth on the first page of this Agreement and shall include
      any of the Seller’s subsidiaries, officers, Employees and
      agents.

            


    

     

    
      	
               
      

            	
              “Shares” are all shares
      in the Company holding full and sole ownership of the Power
      Plant.

            


    

     

    
      	
               
      

            	
              “Signing” means the
      signing of this Acquisition Agreement by both
  Parties.

            


    

     

    
      	
               
      

            	
              “Signing Date” means the
      signing date of this Acquisition Agreement by both
  Parties.

            


    

     

    
      	
               
      

            	
              “Sub-Contractor” shall
      have the meaning as set forth in art.
43.

            


    

     

    
      
        	
                 
      

              	
                “Subsidiary” means any
      legal entity which is directly or indirectly controlling, controlled by or
      under common control with any of the Parties.

              
	 	 
	 	
                “Tax(es)” means any
      taxes imposed by any governmental body including, but not limited to,
      taxes on or measured by income, estimated income, franchise, capital
      shares, capital gains, distributed capital, employee’s withholding,
      non-resident alien withholding, backup withholding, social security,
      including, but not limited to, old age and survivors, occupation,
      unemployment, disability and accident insurance premiums, value added
      taxes, taxes on services, real property, personal property, sales, use,
      excise, transfer, gross receipts, inventory and merchandise, business
      privilege, and other taxes or governmental fees or charges or amounts
      required to be withheld and paid over to any government in respect of any
      tax or governmental fee or charge, including any interest, penalties, or
      additions to tax on the foregoing whether or not
  disputed.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                45/45

              


      

    

     

    
      
        
          	 	
                  “Transfer of all Licenses and
      Guarantees” shall have the meaning as set forth in art.
      17.

                
	 	 
	
                  B. 

                	
                  Interpretation

                


        

      

    

     

    
      	
              2.

            	
              Throughout
      this Agreement, nouns, pronouns and verbs shall be construed as masculine,
      feminine, neuter, singular or plural, whichever shall be applicable.
      Whenever a reference is made in this Agreement to Articles, Paragraphs, or
      Annexes, such reference shall be to an Article or Paragraph or Annexe to
      this Agreement unless otherwise is
indicated.

            


    

     

    
      	
              3.

            	
              The
      table of contents and headings contained in this Agreement are for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

            


    

     

    
      	
              4.

            	
              Whenever
      the words “include,” “includes,” or “including” are used in this
      Agreement, they shall be deemed to be followed by the words “without
      limitation”.

            


    

     

    
      	
              5.

            	
              Whenever
      a reference is made in this Agreement, be it express or implied, to an
      enactment, it includes references
to:

            


    

     

    
      
        	
              	
                (i)

              	
                that enactment as
      re-enacted, amended, extended or applied
      by or under any other enactment before or after the
      signature of this
  Agreement;

              


      

    

     

    
      
        	 	
                (ii)

              	
                any enactment which
      that enactment re-enacts (with or without
      modification);

              


      

    

     

    
      
        
          
            	 	
                    (iii)

                  	
                    any subordinate
      legislation made (before or after the signature
      of this Agreement) under that enactment, as re-enacted,
      amended, extended or applied as described in
      paragraph (i) above, or under any enactment referred to
      in paragraph (ii) above; and

                  
	 	 	 
	 	
                    (iv)

                  	
                    any
      legislation in any
jurisdiction.

                  


          

        

      

    

     

    
      	
              C. 

            	
              Reference
      to Agreements

            


    

     

    
      	
              6.

            	
              Any agreement
      referred to in this Agreement shall mean such agreement
      as amended, supplemented or modified from time to
      time prior to the Signing of this Agreement to the
      extent permitted
      by the applicable provisions hereof and thereof, and shall
      include all exhibits, annexes and other documents or agreements
      attached
thereto.

            


    

     

    
      	
              D. 

            	
              Incorporation

            


    

     

    
      	
              7.

            	
              All Annexes attached
      hereto 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.
    

            


    

     

    CHAPTER
2- SCOPE, PURPOSE AND OBJECTIVE 

     

    
      
        	A.  	
                Purpose and
      Objective

              
	 	 
	
                8.

              	
                The
      Purchaser desires to acquire all Shares in the Company (or more than one
      Company) holding full and sole ownership of the Power Plant (or more than
      one Power Plant) as defined in Annexe A1 to this Agreement including the
      assignment of all required licenses, permits, authorisations, leasing
      contracts or real estate purchase contracts in case land is purchased,
      relating to such Power Plant, to be delivered turnkey, i.e. fully
      operative with Grid
Connection.

              


      

    

     

    
      	
              9.

            	
              The
      Company holding the Power Plant as defined in Annexe A1 shall be a
      corporate entity which
cumulatively:

            


    

     

    
      
        	
              	
                (i)

              	
                has
      been specifically established in order to hold full and
      sole ownership of the Power Plant and to operate the
      Power Plant;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                has
      good and marketable title to all of its properties and
      assets, including, without being limited to, the Power
      Plant and any related part thereof free and clear
      of all any Liens;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                holds
      all licenses, consents, permits, approvals and authorisations
      etc., be it of, without being limited to, european,
      national, regional or communal nature, required
      for the achievement of Grid Connection and for
      the holding and operating of the Power Plant at the agreed
      Capacity as well as at the agreed Feed-in Tariff
      for a period of at least 20 years upon achievement
      of the Grid Connection (hereinafter referred to as. “the Licenses”), whereby the Seller
      grants
      that such licenses, consents, permits, approvals
      and authorisations etc. have irrevocably and
      unconditionally been obtained and are fully
  valid;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                holds
      all Guarantees, whereby the Seller grants that Guarantees
      have irrevocably and unconditionally been
      obtained and are fully valid;


              


      

    

     

    
      
        	
              	
                (v)

              	
                does
      not employ any Employees and does not have any
      obligation resulting out of an employment or similar
      agreement; and 

              


      

    

     

    
      
        	
              	
                (vi)

              	
                does
      not have any contractual obligations of whatsoever
      nature, except (i) the rights to use the ground
      of the Power Plant based on lease, ground purchase
      or other similar agreements as specified in Annexe
      A1, (ii) the necessary rights to hold and operate
      the Power Plant, and (iii) any long-term funding
      disclosed before Closing to the
Purchaser.

              


      

    

     

    
      	
              10.

            	
              The
      Seller shall be obliged to cover all costs relating to the establishment
      and/or the incorporation of the Company, including, without being limited
      to, any Taxes levied on the establishment and/or the incorporation of the
      Company.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                46/46

              


      

    

     

    
      	
              11.

            	
              The
      Seller shall be obliged to ensure that the contribution of the Power Plant
      as well as the contribution of all Licenses into the Company shall have no
      tax implications for the Company of whatsoever
  nature.

            


    

     

    
      	
              12.

            	
              The Company shall
      have no other contractual obligations except
      those explicitly referred to in Annexe B. The Seller warrants
      and represents that the Company shall not be a contracting
      party to any agreement relating to the construction of
      the Power
Plant.

            


    

     

    
      	
              B. 

            	
              Main Obligations of
      the Seller

            


    

     

    
      	
              13.

            	
              The
      main obligations of the Seller shall inter alia, without
      being limited
      to, be:

            


    

     

    
      
        	
              	
                (i)

              	
                to
      observe the respective provisions and regulations as set
      forth in Chapter 3 hereof if the Power Plant has not yet achieved
      the Grid Connection as set forth in art. 17 hereof;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                to
      deliver the Power Plant turnkey, i.e. fully operative
      and with
      Grid Connection, at such delivery date as specified in Annexe
      A1;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                to
      perform and fulfil all of its obligations as set forth
      in each
      of the defined processes of this
Agreement;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                to
      provide the Purchaser at any time during all processes as
      defined in this Agreement with all requested information,
      documentation and data related to the Power Plant
      which shall be accurate, true and complete in order to
      enable the Purchaser to perform complete and thorough
      due diligences as foreseen in this Agreement in order
      to assess whether all conditions as set forth in this Agreement
      have been fulfilled. The Parties hereby acknowledge
      and agree that the Seller shall deliver all documents
      as defined in the document request list as enclosed
      hereto as Annexe F which are required for the specification
      of the key parameters as well as for the Acquisition
      Process. In the event that specific documents as
      defined in Annexe F are clearly not necessary for the Power
      Plant or are not required under the applicable law of
      the Power Plant, the Seller shall send to the Purchaser a
      corresponding written notice. The Seller hereby acknowledges
      and agrees to identify the documents respectively
      to rename the electronic files to be provided to
      the Purchaser according to the document indications as
      given in Annexe F;

              


      

    

     

    
      
        	
              	
                (v)

              	
                to
      guarantee at any time full access to the site as well as to
      all relevant documentation, information and data relating
      to the Company and the Power Plant during all processes
      as defined in this Agreement;

              


      

    

     

    
      
        	
              	
                (vi)

              	
                to
      constantly inform the Purchaser without delay about all present
      and expected legal, political and economic facts relating
      to the Company and/or the Power Plant which may
      negatively affect the successful acquisition of the
      Company,
      the future operation of the Power Plant, the expected
      core data or key values of the Power Plant and/or
      the business expectations of the Purchaser, be it, without being limited
      to, the Feed-in Tariff available for the produced energy or their future
      development, land and land-lease issues or their future
      development;

              


      

    

     

    
      
        	
              	
                (vii)

              	
                to
      offer any assistance which may reasonably be required
      in order to allow the Purchaser to conduct the due
      diligence processes as foreseen
herein;

              


      

    

     

    
      
        	
              	
                (viii)

              	
                to
      fully comply with the confidentiality obligation as set forth
      in this Agreement;

              


      

    

     

    
      
        	
              	
                (ix)

              	
                to
      fulfil all representations and warranties as stated in this
      Agreement as well as in the Annexes
hereto.

              


      

    

     

    
      	
              C. 

            	
              Main
      Processes

            


    

     

    
      	
              14.  
      

            	
              The
      acquisition of the Company holding the Power Plant and to the extent that
      at Signing the Power Plant has not achieved the Grid Connection hereof
      including the planning and the execution of the construction of the Power
      Plant up to the achievement of the Grid Connection shall be accomplished
      by observing the following process
structure:

            


    

     

    
      
        	
                
                

              	
                a.

              	
                The
      construction
      process (hereinafter referred to as: “Construction Process”) as outlined in Chapter
      3 hereof
      shall apply to the extent that the Power Plant held
      by the Company at Signing has not achieved Grid
      Connection and shall consist
of:

              


      

    

     

    
      	
              
              

            	
              (i) 

            	
              Planning
      and Projecting phase;

            


    

    
      	
               

            	 	 
	
              
              

            	
              (ii) 

            	
              Performance
      of the Project Due Diligence;

            
	 	 	 


    

    
      	
              
              

            	
              (iii) 

            	
              Project
      Due Diligence Report;

            
	 	 	 


    

    
      	
              
              

            	
              (iv) 

            	
              Construction
      of the Power Plant;

            
	 	 	 


    

    
      	
              
              

            	
              (v) 

            	
              Performance
      of the Construction Due Diligence;

            
	 	 	 


    

    
      	
              
              

            	
              (vi) 

            	
              Achievement
      of Grid Connection.

            


    

     

    
      
        	
                
                

              	
                b.

              	
                The
      acquisition
      process (hereinafter referred to as: “Acquisition Process”) as regulated in Chapter
      4 hereof
      shall consist of:

              


      

    

     

    
      	
               
      

            	
              (i) 

            	
              Performance
      of the Final Due Diligence;

            


    

     

    
      	
               
      

            	
              (ii) 

            	
              Final
      Due Diligence Report;

            


    

     

    
      	
               
      

            	
              c.

            	
              The closing
      process (hereinafter referred to as: “Closing Process”) as
      defined in Chapter 5 hereof shall
      consist
of:

            


    

     

    
      	
              
              

            	
              (i) 

            	
              Delivery
      Requirements of the Seller;

            


    

    
      
        
          	 	 	 
	
                  
                  

                	
                  (ii) 

                	
                  Delivery
      Requirements of the Purchaser;

                
	 	 	 


        

      

    

    
      	
              
              

            	
              
                (iii)

              

            	
              
                Closing
      and Signing of Closing
Minutes.

              

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                47/47

              


      

    

     

    CHAPTER
3– CONSTRUCTION PROCESS

     

    
      	
              A. 

            	
              Grid
      Connection

            


    

     

    
      	
              15.

            	
              In
      case the Grid Connection as defined in art. 17 has not yet been achieved,
      the Seller shall be obliged to perform the required planning and/or
      construction obligations according to the Construction Process as defined
      in this Chapter in order to achieve Grid
  Connection.

            


    

     

    
      	
              16.

            	
              In
      case the Grid Connection as defined below has already been achieved, the
      Parties shall proceed with the terms and conditions as set forth herein
      for the Acquisition Process.

            


    

     

    Should
the Final Due Diligence reveal that any obligation as set forth in the
Construction Process of this Agreement has not been fulfilled whereas as a
result Grid Connection has therefore not or not completely been achieved, the
Seller shall be obliged to observe mutatis mutandis the terms
and conditions as set forth in this Chapter until Grid Connection has completely
been achieved.

     

    
      	
              17.

            	
              The Grid Connection
      of the Power Plant shall be considered to be
      achieved exclusively if the following requirements have cumulatively
      been
fulfilled:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the construction of
      the Power Plant has been completed in
      accordance with the specifications as agreed in this Agreement
      and such instructions given by the Purchaser in
      accordance with the terms and conditions of this Agreement,
      especially with regard to the main construction
      as well as all parts pertaining to the power generation
      capability of the Power Plant for a minimum time
      period of 20 years upon achievement of Grid Connection,
      wherefore only ordinary maintenance work and/or
      minor surface work may still be outstanding (hereinafter referred to as: “Completion
      of the Construction”);

            


    

     

    
      
        	
              	
                (ii)

              	
                the
      construction of the Power Plant has been completed in
      accordance and full compliance with all applicable laws, rules
      and regulations, including, without being limited to, safety
      regulations, labour laws, construction laws and
      environmental
      regulations (hereinafter referred to as: “Compliance
      with all Laws”);

              


      

    

     

    
      	
               
      

            	
              (iii)

            	
              the construction of
      the Power Plant has been completed in
      accordance with the generally accepted rules of building
      and construction (hereinafter referred to as: “Compliance
      with General Building and Construction Rules”);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      construction of the Power Plant has been completed in
      accordance with and all Licenses have irrevocably and unconditionally
      been obtained and are fully valid at Grid Connection
      (hereinafter referred to as: “Compliance
      with all
      Licenses”);

            


    

     

    
      	
               
      

            	
              (v)

            	
              all Guarantees have
      irrevocably and unconditionally been obtained  and  are
      fully valid  at Grid  Connection (hereinafter referred to as: “Compliance
      with all Guarantees”);

            


    

     

    
      
        	
              	
                (vi)

              	
                the
      Power Plant, all Licenses and Guarantees are irrevocably,
      fully and validly transferred to the Company
      at Grid Connection (hereinafter referred
      to as: “Transfer of all Licenses and
      Guarantees”);

              


      

    

     

    
      	
            	
              (vii)

            	
              no part of the
      construction of the Power Plant has been
      performed in any way whatsoever which may lead
      to a revocation of the Grid Connection due to a revocation
      of any licenses, consents, permits, approvals
      and authorisations etc. or due to any other reason
      attributable to the Seller (hereinafter
      referred to
      as: “Absence
      of Revocation Reasons”);

            


    

     

    
      	
            	
              (viii)

            	
              the
      Power Plant is producing energy at the Feed-in Tariff
      and at the Capacity as specified in Annexe A1 hereto
      (hereinafter referred to as: “Achievement
      of Capacity
      at Feed-in Tariff);

            


    

     

    
      
        	
              	
                (ix)

              	
                the
      Power Plant has been connected to the power grid of
      the respective power grid operator and/or energy company
      in such a manner that the produced energy may
      be fed into the power grid at the agreed Capacity without
      limitation (hereinafter referred to as: “Achievement
      of Feeding the Power Grid”);

              


      

    

     

    
      
        	 	
                (x)

              	
                the
      Company has already received the first payment at
      full Feed-in Tariff for feeding the power at full Capacity
      into the power grid (hereinafter referred to as: “Achievement
      of Revenue Production”);

              


      

    

     

    
      
        	 	
                (xi)

              	
                all responsible
      authorities of all applicable jurisdictions have
      given any necessary approvals and acceptance regarding
      the constructed Power Plant and its Grid Connection
      (hereinafter referred to as: “Achievement of
      Acceptance”).

              


      

    

     

    
      	
              B. 

            	
              Structure of
      Construction Process

            


    

     

    
      
        	
                18. 

              	
                The
      Construction Process shall consist of the following
    sections:

              


      

    

     

    
      	
            	
              (i) 

            	
              Planning
      and Projecting phase;

            


    

     

    
      
        	
              	
                (ii) 

              	
                Performance
      of the Project Due Diligence;

              
	 	 	 


      

    

    
      	 	
              (iii) 

            	
              Project
      Due Diligence Report;

            


    

    
       

      -      
Notice of
positive outcome; 

       

      -       Notice
of negative outcome;

       

    

    
      	
            	
              (iv) 

            	
              Construction
      of the Power Plant;

            


    

     

    
      	 	
              (v) 

            	
              Performance
      of the Construction Due Diligence;

            


    

    
      
        	 	 	 
	 	
                (vi) 

              	
                Achievement
      of Grid Connection.

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                Acquisition
      Agreement

              	
                48/48

              


      

    

     

    
      	
              C. 

            	
              Planning and
      Projecting phase

            


    

     

    
      	
              19.

            	
              The Seller shall be
      obliged to plan and project the construction of
      the Power Plant in order to guarantee
      that:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      Power Plant fulfils the agreed specifications and requirements
      as defined herein and in Annexe A1 hereto, especially,
      but not limited to, the capability to produce power
      at the agreed Capacity at the agreed Feed-in Tariff; and
      that

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                the
      Grid Connection will be achieved at Connection to Grid
      Date as specified in Annexe A1 (hereinafter
      referred to as: “Connection to Grid Date”).

              

            


    

     

    
      	
              20.

            	
              The
      Seller shall be obliged to establish an accurate and complete time
      schedule for the entire Construction Process (hereinafter referred to as: “Construction Schedule”) which shall guarantee the
      achievement of Grid Connection at the latest until the Connection to Grid
      Date.

            


    

     

    
      
        	
                21.

              	
                The
      Parties hereby acknowledge and agree that the Purchaser shall be entitled
      to claim any adjustments and/or amendments of the projected Power Plant to
      the extent that they lead to a better performance (i.e. effectively
      produced MWh per year) of the Power Plant, such as, without being limited
      to, the reduction of the number of modules, replacement of modules as well
      as the rearrangement of the positioning of such modules, especially in
      order to avoid tilt angles, shadowing and similar
  effects.

              
	 	 
	 	
                The
      Seller hereby acknowledges and
agrees:

              


      

    

     

    
      
        	
              	
                (i)

              	
                to
      be obliged to accept and observe any adjustment and/or
      amendment instructions as described above given by
      the Purchaser to the extent that they improve the performance
      (i.e. MWh per year) of the Power Plant,
and

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                that
      such instructions may reduce the Purchase Price as defined
      in this Agreement, and

              

            


    

     

    
      	
            	
              
                (iii)

              

            	
              
                that
      such reduction of the Purchase Price shall not be compensated
      to the Seller in whatsoever way and shall be
      at the exclusive benefit of the
Purchaser.

              

            


    

     

    In case
such adjustments and/or and amendments claimed by the Purchaser will have any
negative effect of whatsoever kind on the Grid Connection, e.g. on any of the
Licenses, then the Seller shall immediately and before starting the construction
inform the Purchaser of such effect.

     

    
      
        	
                22.

              	
                The
      Seller shall be obliged to provide to the Purchaser all existing
      lease, ground purchase or other similar agreements as well
      as any existing information, documentation and data with regard
      to the technical planning of the Power Plant, the Licenses
      and the financing of the construction of the Power Plant.
      The Seller shall be obliged to continuously provide to
      the Purchaser
      such lease, ground purchase and/or other similar agreements
      as well as any information, documentation and data
      with regard to the technical planning of the Power
      Plant, the
      Licenses and the financing of the construction of the Power Plant
      as soon as they become available. The Seller shall be obliged to provide
      all information, documentation and data also in electronic form if
      requested. 

              


      

    

     

    
      	
              23.

            	
              The
      Seller shall be obliged to register any concluded lease, ground purchase
      or other similar agreements, including, without being limited to,
      easement, wayleave and/or cable wayleave agreements, with the land
      registry office on the respective entry in the land registry unless
      otherwise instructed by the
Purchaser.

            


    

     

    
      	
              24.

            	
              The
      Seller shall be obliged to comply during the planning and projecting phase
      with all conditions and requirements of the insurance coverage as set
      forth in Chapter 7 hereof, especially, without being limited to, the
      construction all-risk insurance and the conditions and requirements set
      forth by the insurer, wherefore the Seller shall be obliged to make sure
      that the construction will comply with any such conditions and
      requirements.

            


    

     

    
      	
              25.

            	
              The
      Parties hereby acknowledge and agree that the fulfilment of all above
      mentioned obligations shall be subject to the Project Due
      Diligence.

            


    

     

    
      	
              D. 

            	
              Performance of Project
      Due Diligence

            


    

     

    
      	
              26.

            	
              The
      Purchaser shall be entitled to perform a complete and thorough due
      diligence of the Planning and Projecting phase of the projected Power
      Plant before the beginning of the construction of the Power Plant (hereinafter referred to as: “Project Due Diligence”).

            


    

     

    
      	
              27.

            	
              The
      Seller shall be obliged to deliver to the Purchaser any information,
      documentation and data regarding the projected Power Plant requested by
      the Purchaser. Original copies shall be delivered only to the extent that
      they have been explicitly requested by the Purchaser. The Seller shall be
      obliged to provide all information, documentation and data also in
      electronic form if requested.

            


    

     

    The
Seller shall be obliged to grant the Purchaser, its officers, authorised agents
and/or representatives any requested access, without being limited, to the
plans, records, contracts, documents, data, files and any other information for
the performance of the Project Due Diligence.

     

    
      
        	
                28.

              	
                The
      Seller shall be obliged to immediately and continuously inform
      the Purchaser in detail about any change, amendment,
      adjustments and/or new developments which may
      have a Material Adverse Effect affect on the Grid Connection,
      e.g. the construction and/or the operation of the
      Power Plant, such as, without being limited to, the future
      economic development of the Power Plant and/or the Company
      with regard, without being limited to, legislation, licenses,
      land and/or lease regulations and feed-in
  tariffs.

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition
      Agreement

              	
                49/49

              


      

    

     

    
      	
              E. 

            	
              Project Due Diligence
      Report

            


    

     

    
      	
              a. 

            	
              Project
      Due Diligence Report

            


    

     

    
      
        	
                29.

              	
                The
      Purchaser shall be entitled to perform the Project Due Diligence
      within a reasonable time period (approximately 30 days)
      after the Purchaser has received (i) all necessary and requested
      information, documentation and data from the Seller and
      (ii) had all requested access pursuant to art. 27 par. 2
      of this
      Agreement. The time period will be prolonged in case the Purchaser
      has not received all necessary information, documentation
      and data from the Seller.

              


      

    

     

    The
Purchaser shall inform the Seller in writing about the outcome of the Project
Due Diligence (hereinafter referred to as: “Project Due Diligence Report”) within the aforementioned time
period.

     

    
      
        	
                30.

              	
                The
      Seller acknowledges and agrees that the outcome of the Project
      Due Diligence Report shall not prejudice any of the Purchaser’s
      right to give binding instructions and directives pursuant
      to art. 38 nor does it prejudice in any way any of the Seller’s
      warranties and representations made in this Agreement.

              


      

    

     

    
      	
              b. 

            	
              Negative
      outcome of Project Due Diligence
Report

            


    

     

    
      
        	
                31.

              	
                In
      case of a negative outcome of the Project Due Diligence Report,
      the Purchaser shall be entitled to describe in detail
      the reasons
      for the negative outcome, list the defaults and - to the extent
      possible - list remedying instructions in the Project
      Due Diligence
      Report.

              


      

    

     

    As
default shall be regarded any action, fact, plan, project detail and/or any
other obstacle of whatever nature which:

     

    
      
        	
              	
                (i)

              	
                impedes
      the achievement of Grid Connection of the Power
      Plant;

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                is
      objectively able to impede the achievement of Grid Connection
      of the Power Plant; or

              

            


    

     

    
      	
            	
              
                (iii)

              

            	
              
                impedes
      or is objectively able to impede the achievement of
      Grid Connection at the latest until the Connection to Grid
      Date.

              

            


    

     

    
      	
              32.

            	
              The
      Parties hereby acknowledge and agree that in case of a default the Seller
      shall be obliged and entitled to immediately remedy such default within a
      reasonable time period and shall be obliged to follow the instructions and
      directives received from the Purchaser in order to achieve a positive
      outcome of the Project Due
Diligence.

            


    

     

    
      	
              33.

            	
              The
      Parties hereby acknowledge and agree that if the Seller fails to timely
      remedy any above mentioned default, such failure shall be deemed to be a
      Material Breach of this Agreement and the terms and obligations of art.
      215 et seq. shall
      apply to the extent that no exception as defined in art. 216 is
      given.

            


    

     

    
      	
              34. 

            	
              To
      the extent that the Purchaser has requested any remedying measures after
      the defaults as listed in the Project Due Diligence Report have been
      successfully remedied by the Seller according to the instructions and
      directives given by the Purchaser and the Purchaser has approved the
      results of such remedies, the Purchaser shall give the notice of positive
      outcome of the Project Due
Diligence.

            


    

     

    
      	
              c. 

            	
              Positive
      outcome of Project Due Diligence
Report

            


    

     

    
      
        	
                35.

              	
                The
      Seller shall be obliged to begin the construction of the Power
      Plant in accordance with the Construction Schedule after
      the notice of the positive outcome of the Project Due Diligence
      Report has been given by the Purchaser. The notice
      of the posivite outcome of the Project Due Diligence Report
      does not in any way prejudice the Seller’s warranties
      and representations made in this
Agreement.

              


      

    

     

    
      	
              F. 

            	
              Construction of the
      Power Plant

            


    

     

    
      	
              a. 

            	
              General
      Conditions

            


    

     

    
      	
              36.

            	
              The
      Seller shall be obliged to construct the Power Plant in accordance with
      any specification agreed herein and in conformity with any applicable
      regulation of whatever nature.

            


    

     

    
      	
              37.

            	
              The
      Seller shall be obliged to comply during the construction phase with all
      conditions and requirements of the insurance coverage as set forth in
      Chapter 7 hereof, especially, without being limited to, with the
      conditions and requirements of the construction all-risk insurance and the
      conditions and requirements set forth by the
  insurer.

            


    

     

    
      	
              38.

            	
              The
      Seller hereby acknowledges and agrees that the Purchaser shall be entitled
      to give at any time binding instructions and directives with regard to the
      construction of the Power Plant to the extent
  that:

            


    

     

    
      
        	
              	
                (i)

              	
                such
      instruction and directive does not lead to an increase
      of the construction costs, unless the Parties have
      agreed in writing about the settlement of such increase
      of the construction costs;

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                it
      does not negatively affect the achievement of Grid Connection
      until the Connection to Grid
Date.

              

            


    

     

    Unless
the Parties have not otherwise agreed in writing it is agreed that any execution
by the Purchaser of such instruction and/or directive received from the
Purchaser does not entitle the Seller to claim an increase of the Purchase Price
nor shall it be deemed to cause or to have caused any delay in the Construction
Process or have delayed the achievement of Grid Connection until the Connection
to Grid Date.

     

    
      
        
          	
                  39.

                	
                  The
      Seller shall be obliged to inform the Purchaser immediately
      and in detail of any required and indispensable substantial
      deviation from any agreed specification of the Power
      Plant as well as from any binding instructions and/or
      directives received
      from the
Purchaser.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      	
              Acquisition Agreement

            	
              50/50

            


    

    


    The
Parties agree that any deviation which may have a negative impact on the agreed
Grid Connection shall be deemed as substantial deviation.

     

    
      	
              40.

            	
              The
      Seller hereby acknowledges and agrees that any substantial deviation as
      described in art. 39 of this Agreement forms a Material Breach of this
      Agreement and the terms and obligations of art. 215 et seq. shall apply to
      the extent that no exception as defined in art. 216 is
    given.

            


    

     

    
      	
              b.

            	
              Testing
      and Test Reports

            


    

     

    
      	
              41.

            	
              The
      Seller shall be obliged to perform sufficient tests of all functional
      parts of the Power Plant before and after the construction has been
      completed and shall compose detailed test reports to be sent in writing to
      the Purchaser.

            


    

     

    
      	
              42.

            	
              The
      Seller shall be obliged to perform a final test of the functionality of
      the entire Power Plant after the completion of the construction of the
      Power Plant, especially with regard to, without being limited to, the
      Capacity of the Power Plant, (hereinafter referred to
      as: “Final Test”) and shall compose a detailed
      final test report to be sent in writing to the Purchaser (hereinafter referred to
      as: “Final Test Report”).

            


    

     

    The
Purchaser, its officers, authorised advisors, agents and/or representatives, any
third party surveyor, without being limited to, shall be fully entitled to
attend and supervise such Final Test without any restriction, wherefore the
Seller shall give to the Purchaser reasonable prior notice in order to attend
and supervise such Final Test.

     

    
      	
              c.

            	
              Sub-Contractors

            


    

     

    
      	
              43.

            	
              The
      Seller shall be obliged to engage, without being limited to, competent
      construction personnel, architects, engineers, construction companies,
      suppliers and/or producers of any part of the Power Plant and/or other
      sub-contractors (hereinafter jointly referred
      to as: “Sub-Contractors”), (i) whom it may reasonably
      be expected from that they will perform their work in a timely and
      reliable manner in order to achieve Grid Connection at the latest at the
      Connection to Grid Date, (ii) who are able to deliver the quality of work
      which is required for achieving the agreed Grid Connection, especially
      with regard to specifications of the Power Plant, and (iii) who are in
      good-standing under each applicable
  jurisdiction.

            


    

     

    
      	
              44.

            	
              The
      Seller hereby acknowledges and agrees that it shall be obliged to ensure
      that each Sub-Contractor:

            


    

     

    
      
        	
                
                

              	
                (i)

              	
                has
      sufficient permission and authorisation to fulfil its contractual
      obligations under each applicable jurisdiction;
  and

              


      

    

     

    
      
        	
                
                

              	
                (ii)

              	
                is
      observing all applicable laws and regulations, such as, without being
      limited to, safety regulations, labour laws, construction laws and
      environmental regulations;
and

              


      

    

     

    
      
        	
                  

              	
                (iii)

              	
                is
      fulfilling its obligations by observing the generally accepted rules of
      building and construction; and

              


      

           

    

    
      
        
          	
                  
                  

                	
                  (iv)

                	
                  is
      contractually bound to all respective terms and obligations as set forth
      in this Agreement, such as, without being limited to, the Confidentiality
      Obligation and the respective Representations and
    Warranties;

                


        

      

    

     

    
      	
                

            	
              (v)

            	
              has
      delivered all required Guarantees;

            


    

     

    
      
        	
              	
                (vi)

              	
                possesses
      and provides to the Purchaser a copy of such performance guarantee in
      order to cover all of its obligations regarding the construction and Grid
      Connection of the Power Plant and any damages of whatsoever nature in case
      of any non-fulfilment of any obligations and/or in case of
      delays.

              


      

    

     

    
      
        	
                d.

              	
                Unexpected
      Artificial or Physical Conditions and/or
  Obstructions

              


      

    

     

    
      
        	
                45.

              	
                The
      Seller shall be obliged to immediately inform the Purchaser in case any
      artificial or physical conditions and/or obstructions (whether sub-surface
      or otherwise) occur during the construction of the Power
      Plant.

              


      

    

     

    The
Seller hereby acknowledges and agrees that whenever such artificial or physical
conditions and/or obstructions (whether sub-surface or otherwise) occur which
lead (i) to a delay with regard to the Grid Connection; and/or to (ii) an
essential deviation from the warranted final construction of the Power Plant
such as, without being limited to, changes to the basic structure and/or the
design of the building, changes which will affect the Grid Connection, changes
of the status of the Power Plant and/or the Company under the applicable laws
and/or the withdrawal of Licenses, the Seller shall be obliged to:

     

    
      
        	
              	
                (i)

              	
                immediately
      suspend any construction work if it requested by the Purchaser in writing;
      and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                immediately
      submit detailed proposals to take account of and to resolve such
      unexpected artificial or physical conditions and/or obstructions
      encountered.

              


      

    

     

    
      
        	
                46.

              	
                The
      Seller shall be obliged to continue with the construction of the Power
      Plant immediately after the Purchaser has approved the detailed proposals
      of the Seller or has given other detailed instructions including the
      continuance of the construction
work.

              


      

    

     

    
      
        	
                47.

              	
                The
      Seller hereby acknowledges and agrees that the occurrence of any
      artificial or physical conditions and/or obstructions as described in art.
      45 par. 2 of this Agreement as well as the resulting damages and delays
      forms a Material Breach of this Agreement
  whenever:

              


      

    

     

    
      
        	
              	
                (i)

              	
                such
      occurrence of artificial or physical conditions and/or obstructions could
      have been anticipated by observing the expected care and diligence by the
      Seller, or

              


      

    

     

    
      	
               
      

            	
              (ii)

            	
              the
      risk of the occurrence of artificial or physical conditions and/or
      obstructions was known to the Seller and the Seller did not immediately
      inform the Purchaser
      in detail about the
risks.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition Agreement

              	
                51/51

              


      
  

    
      	
              e.

            	
              Safety

            


    

     

    
      	
              48.

            	
              The
      Seller hereby acknowledges and agrees that it is fully responsible for the
      safety on the site of the construction of the Power Plant. Accordingly,
      the Seller shall be obliged to:

            


    

     

    
      
        	
              	
                (i)

              	
                comply
      with all applicable safety regulations, and if none are applicable, good
      industry practice;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                comply
      with all conditions and requirements of the insurance coverage as set
      forth in Chapter 7 hereof, especially, without being limited to, with the
      conditions and requirements of the construction all-risk insurance and the
      conditions and requirements set forth by the
  insurer;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                take
      care for the safety of all Persons entitled to be on site of the
      construction of the Power Plant and to avoid any unnecessary
      risks;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                keep
      the site of the construction of the Power Plant clear of unnecessary
      obstructions in order to avoid any danger to all
  Persons;

              


      

    

     

    
      
        	
              	
                (v)

              	
                provide
      and maintain adequate fencing, lighting, and security of the site of the
      construction of the Power Plant;
and

              


      

    

     

    
      
        	
              	
                (vi)

              	
                provide
      any temporary works (including roadways, footways, guards and fences) that
      may be necessary for the execution of the construction of the Power Plant
      and/or for the use and protection of the public and/or the owners and
      occupiers of areas adjacent to the site of the construction of the Power
      Plant.

              


      

    

     

    
      	
              49.

            	
              The
      Seller shall be obliged to keep records concerning, without being limited
      to, health, safety and accidents, and such records shall be made available
      to the Purchaser at its request.

            


    

     

    
      	
              50.

            	
              The
      Seller shall be obliged to ensure that all applicable safety requirements
      and security regulations are also observed by and binding for all
      Sub-Contracts and purchase orders made by the Seller in connection with
      the execution of this Agreement.

            


    

     

    
      	
              f.

            	
              Progress
      Reports

            


    

     

    
      	
              51.

            	
              The
      Seller shall be obliged to prepare detailed reports regarding the weekly
      progress of the construction of the Power Plant (hereinafter referred to as:
      “Progress Reports”)
      and send them to the Purchaser on Monday of each week during
      the construction phase.

            


    

     

    
      	
              52.

            	
              The
      Progress Reports shall be suitable for monitoring the progress of the
      construction of the Power Plant by the Purchaser and therefore shall,
      unless otherwise agreed, include:

            


    

     

    
      	
            	
              (i)

            	
              charts
      and detailed descriptions of the progress, including each
      stage of design, Seller’s documents, actual plans and technical
      documentation, procurement, manufacture, deliveries to the site, ordered
      materials, construction, erection, testing, commissioning, and trial
      operation;

            


    

     

    
      
        	
              	
                (ii)

              	
                photographs
      showing the status of manufacture and of progress of the Power
      Plant;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                details
      of the deployment of the Seller’s personnel and
  equipment;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                safety
      statistics, including details of any hazardous incidents and activities
      relating to environmental aspects and public relations;
  and

              


      

    

     

    
      
        	
              	
                (v)

              	
                comparisons
      of the actual and the planned progress, with details of any events or
      circumstances that may jeopardize and delay the Connection to Grid Date in
      accordance with this Agreement, and the measures planned to be adopted to
      avoid any expected delay or to overcome any actual
  delay.

              


      

    

     

    
      	
              53.

            	
              In
      case the Purchaser disagrees with or respectively does not accept any part
      of the content of a Progress Report, the Purchaser shall be entitled to
      notify the Seller in writing at the latest within 10 days after the
      receipt of the respective Progress Report of its disagreement including a
      list of the defaults and – to the extent possible – instructions
      regarding the remedying of the defaults (hereinafter referred to as:
      “Disagreement Notice”)
      and the terms and obligations as set forth for the
      performance of the Construction Due Diligence shall
  apply.

            


    

     

    
      	
              G. 

            	
              Performance of
      Construction Due Diligence

            


    

     

    
      	
              54.

            	
              The
      Purchaser shall be entitled to perform an ongoing construction due
      diligence (hereinafter
      referred to as: “Construction Due Diligence”)
      during the entire construction period of the Power Plant,
      whereto the Progress Reports form a part of such Construction Due
      Diligence.

            


    

     

    In order
to enable the Purchaser to perform such Construction Due Diligence, the Seller
shall be obliged, in addition to the issuing of the Progress Reports as defined
above, to:

     

    
      
        	
              	
                (i)

              	
                provide
      the Purchaser, its officers, authorised advisors, agents and/or
      representatives, without being limited to, with all requested information,
      documentation and data, such as, without being limited to, plans, records,
      contracts, technical documentation and files,
  and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                grant
      the Purchaser, its officers, authorised advisors, agents and/or
      representatives, without being limited to, at any time full access to the
      construction site of the Power Plant and to all relevant information,
      documentation and data, such as, without being limited to, plans, records,
      contracts, technical documentation and
files.

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition Agreement

              	
                52/52

              


      

         

    

    The
Seller shall be obliged to provide all information, documentation and data also
in electronic form if requested.

     

    
      	
              55.

            	
              In
      case of a Disagreement Notice, be it with regard to a Progress Report or
      with regard to the Construction Due Diligence, the Purchaser shall be
      entitled to describe in detail the reasons for the negative outcome, list
      the defaults and – to the extent possible – list remedying
      instructions in the Disagreement
Notice.

            


    

     

    As
default shall be regarded any action, fact, plan, project detail and/or other
obstacle which:

     

    
      
        	
              	
                (i)

              	
                impedes
      the achievement of Grid Connection of the Power
  Plant;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                is
      objectively able to impede the achievement of Grid Connection of the Power
      Plant; or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                impedes
      or is objectively able to impede the achievement of Grid Connection until
      the Connection to Grid Date.

              


      

    

     

    
      	
              56.

            	
              The
      Parties hereby acknowledge and agree that in case of a default the Seller
      shall be obliged and entitled to immediately remedy such default within a
      reasonable period of time and shall be obliged to follow the instructions
      and directives received from the Purchaser in order to achieve a positive
      outcome of the Construction Due
Diligence.

            


    

     

    
      	
              57.

            	
              The
      Parties hereby acknowledge and agree that if the Seller fails to timely
      remedy any above mentioned default, such failure shall be deemed to be a
      Material Breach of this Agreement and the terms and obligations of art.
      215 et seq. shall
      apply to the extent that no exception as defined in art. 216 is
      given.

            


    

     

    
      	
              58.

            	
              To
      the extent that the Purchaser has requested any remedying measures, after
      the defaults as listed in Disagreement Notice have been successfully
      remedied by the Seller according to the instructions and directives given
      by the Purchaser and the Purchaser has approved the results of such
      remedies, the Purchaser shall give a notice of positive
      outcome.

            


    

     

    
      	
              H.

            	
              Achievement of Grid
      Connection

            


    

     

    
      	
              59.

            	
              The
      Parties hereby acknowledge and agree that
after:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      Final Test Report according to art. 42 of this Agreement has had a
      positive outcome and has been fully accepted by the Purchaser, wherefore
      such acceptance shall be deemed to be given, unless the Purchaser gives
      within 10 days a Disagreement Notice pursant to the terms and conditions
      of art. 55 in which case the proceeding pursant art. 56 et seq. shall apply;
      and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                the
      Power Plant has achieved the Grid Connection pursuant to art. 17 of this
      Agreement, the Construction Process shall be deemed to be completed and
      the terms and conditions as set forth for the Acquisition Process as
      defined below shall apply, whereas the terms and obligations of art. 215
      et seq. regarding
      the Material Breach of this Agreement shall apply in case Grid Connection
      has not or not completely been achieved until the agreed Connection to
      Grid Date.

              


      

    

     

    The
notice of positive outcome of any Disagreement Notice and/or of any other
Construction Due Diligence does not prejudice in any way the Seller’s warranties
and representations made in this Agreement.

     

    CHAPTER
4 – ACQUISITION PROCESS

     

    
      	
              A. 

            	
              Structure of
      Acquisition Process

            


    

     

    
      	
              60.

            	
              The
      Acquisition Process shall consist of the following
    sections:

            


    

      

    
      	  	
              (i) 

            	
              Performance
      of Final Due Diligence;

            


    

      

    
      	  	
              (ii)

            	
              Final
      Due Diligence report;

            


    

       

    
      	  	
              -

            	
              Notice
      of positive outcome;

            


    

       

    
      	  	
              -

            	
              Notice
      of negative outcome;

            


    

     

    
      	
              B.

            	
              Performance of Final
      Due Diligence

            


    

     

    
      	
              61.

            	
              The
      Purchaser shall be entitled to perform a complete and thorough final due
      diligence (hereinafter
      referred to as: “Final Due Diligence”)
      of the Company and the Power Plant after the Grid Connection
      has been achieved pursuant to art. 17 of this
  Agreement.

            


    

     

    
      	
              62.

            	
              The
      Parties hereby acknowledge and agree that the Final Due Diligence shall,
      without being limited to, also
include:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      validation that all requirements of the Grid Connection pursuant to art.
      17 of this Agreement have been
fulfilled;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                the
      validation that the Company has good, marketable, full and sole title to
      all of its properties and assets, including, without being limited to, the
      Power Plant and any related part thereof as disclosed to the Purchaser,
      free and clear of any Lien;
and

              


      

    

     

    
      
        	
              	
                (iii)

              	
                the
      validation that the Seller owns all Shares in the Company and that the
      Shares are free and clear of any
Liens.

              


      

    

     

    
      	
              63.

            	
              The
      Seller shall be obliged to deliver to the Purchaser, its officers,
      authorised advisors, agents and/or representatives, without being limited
      to, all information, documentation and data regarding the Company and the
      Power Plant requested, such as, without being limited to, any statutory
      and other corporate books, including all minutes of the board of directors
      and of the general meeting, financial and accounting records and books,
      including all balance sheets, profit and loss accounts and yearly
      corporate reports, contracts, plans, permits, authorisations
      etc.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition Agreement

              	
                53/53

              


      

         

    

    The
Seller shall be obliged to provide all information, documentation and data also
in electronic form if requested.

     

    The
Seller shall be obliged to grant the Purchaser, its officers, authorised agents
and/or representatives any requested access to all sites, information,
documentation and data, such as, without being limited, as described
above.

     

    
      	
              64.

            	
              The
      Seller shall be obliged to immediately and continuously inform the
      Purchaser about any fact related to the Company and/or the Power Plant
      which may not yet be known to the Purchaser and which may be considered as
      being of interest to the Purchaser for the successful execution of this
      Agreement, such as, without being limited to, new legislative and/or
      political developments and any other fact which may have a Material
      Adverse Effect on acquiring the Company, operating the Power Plant and/or
      the future economic development of the Company and/or the Power Plant
      (e.g. licenses, feed-in tariffs
etc.).

            


    

     

    
      	
              65.

            	
              In
      any case, the Seller shall be obliged to supply the information,
      documentation and data, including the specified technical documentation,
      as described in Annexe C enclosed to this
  Agreement.

            


    

     

    
      	
              C. 

            	
              Final Due Diligence
      Report

            


    

     

    
      	
              a.

            	
              Final
      Due Diligence Report and Time
Period

            


    

     

    
      	
              66.

            	
              The
      Purchaser shall be entitled perform the Final Due Diligence within a
      reasonable time period (approximately 30 days) after the Purchaser has
      received (i) all necessary and requested information, information,
      documentation and data from the Seller and (ii) had all requested access
      pursuant to art. 63 of this Agreement. The time period will be prolonged
      in case the Purchaser has not received all necessary information,
      documentation, data and/or site
access.

            


    

     

    The
Purchaser shall inform the Seller in writing about the outcome of the Final Due
Diligence (hereinafter
referred to as: “Final Due Diligence Report”)
within the aforementioned time period.

     

    
      	
              b.

            	
              Negative
      outcome of Final Due Diligence
Report

            


    

     

    
      	
              67.

            	
              In
      case of a negative outcome of the Final Due Diligence Report, the
      Purchaser shall be entitled to describe in detail the reasons for the
      negative outcome, list the defaults and – to the extent
      possible – list remedying instructions in the Final Due Diligence
      Report.

            


    

     

    As
default shall be regarded:

     

    
      
        	
              	
                (i)

              	
                the
      fact that Grid Connection as set forth in art. 17 herein has not been
      achieved or such Grid Connection may be revoked due to a revocation of any
      licenses, consents, permits, approvals and authorisations or any other
      reason attributable to the Seller;

              


      

         

    

    
      
        	
              	
                (ii)

              	
                the
      fact that the requirements of the Company as set forth in art. 9 hereof
      have not been fulfilled; or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                the
      fact that the prerequisites outlined in art. 62 hereof have not been
      fulfilled and could not be validated during the Final Due
      Diligence.

              


      

    

     

    
      	
              68.

            	
              The
      Parties hereby acknowledge and agree that in case of defaults as listed in
      the Final Due Diligence the Seller shall be obliged and entitled to
      immediately remedy the defaults within a reasonable period of time and
      shall be obliged to follow the instructions and directives given by the
      Purchaser in order to achieve a positive outcome of the Final Due
      Diligence unless otherwise provided in writing by the
      Purchaser.

            


    

     

    
      	
              69.

            	
              The
      Parties hereby acknowledge and agree that in case the Seller fails to
      timely remedy the above mentioned defaults according to the instructions
      and directives given by the Purchaser, such failure shall be deemed to be
      a new Material Breach of this Agreement and the terms and obligations of
      art. 215 et seq.
      shall apply to the extent that no exception as defined in art. 216
      is given.

            


    

     

    
      	
              70.

            	
              To
      the extent any remedying measures were requested by the Purchaser, after
      the defaults as listed in the Final Due Diligence Report have successfully
      been remedied by the Seller in accordance with the instructions and
      directives given by the Purchaser and the Purchaser has approved the
      results of the remedies, the Purchaser shall give the notice of positive
      outcome of the Final Due Diligence.

            


    

     

    
      	
              c. 

            	
              Positive
      outcome of Final Due Diligence
Report

            


    

     

    
      
        	
                71.

              	
                The
      Parties shall proceed to the Closing Process as set forth herein after the
      notice of positive outcome of the Final Due Diligence Report, which in no
      way shall prejudice any of the Seller’s warranties and representations
      made in this Agreement, has been issued by the
  Purchaser.

              


      

    

     

    CHAPTER
5 – CLOSING PROCESS

     

    
      	
              A. 

            	
              Structure of Closing
      Process

            


    

     

    
      	
              72.

            	
              After
      having received the deliveries owed by the Seller as set forth in art. 74,
      the Purchaser shall fulfil the delivery requirements as set forth in art.
      75.

            


    

     

    The
Purchaser shall be entitled to withold ten (10) percent of the Purchase Price
which shall be used as a security for the fulfillment of the Seller’s
representation and warranties and which shall be released to the Seller after
the period of six months after the Seller has fulfilled all of its closing
deliveries unless the Purchaser is entitled to claim a price reduction pursuant
to art. 82.

     

    
      	
              73.

            	
              The
      Closing Process shall consist of the following
  sections:

            


    

       

    
      	  	
              (i)

            	
              Delivery
      Requirements of the Seller;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition Agreement

              	
                54/54

              


      

         

    

    
      	  	
              (ii) 

            	
              Delivery
      Requirements of the Purchaser;

            


    

      

    
      	  	
              (iii)

            	
              Closing
      and Signing of Closing Minutes.

            


    

      

    
      	
              B. 

            	
              Delivery Requirements
      of the Seller

            


    

     

    
      
        	
                74.

              	
                The
      Seller shall deliver to the Purchaser or such Party as appointed by the
      Purchaser within 10 days after the issuance of the notice of positive
      outcome of the Final Due Diligence Report by the
  Purchaser:

              


      

    

     

    
      
        	
              	
                (i)

              	
                all
      Shares and share certificates in the Company holding full and sole
      ownership of the Power Plant and the Licenses free and clear of any Liens,
      including a corresponding declaration of assignment of the Shares from the
      Seller to the Purchaser as well as the approval of the Board of Directors
      of the Company of the assignment and transfer of the Shares in the
      statuary and legally provided
form;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                any
      further original copies of documents and/or approvals which may be
      required pursuant to the applicable laws and regulations to be delivered
      for the valid, complete and successful transfer of all Shares in the
      Company to the Purchaser and the acceptance of the Purchaser as sole
      shareholder of the Company including any therefore statuary and legally
      required registration of the Purchaser as sole shareholder in any register
      such as, without being limited, any commercial register, or a confirmation
      of the Seller as a warranty and representation that such documents and
      approvals are not required;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                all
      original copies of financial documents of the Company which are up to
      date, including, without being limited to, all accurate, true and complete
      balance sheets as well as accurate, true and complete profit and loss
      accounts of the Company, including all receipts and accounting books of
      the Company;

              


      

    

     

    
      	
            	
              (iv)

            	
              all
      original copies of the Licenses;

            


    

     

    
      	
            	
              (v) 

            	
              all
      original copies of all Guarantees;

            


    

     

    
      
        	
              	
                (vi)

              	
                an
      original copy of each agreement, contract and covenant of the Company
      which is mentioned in this Agreement or any Annexe
  thereto;

              


      

    

     

    
      	
            	
              (vii)

            	
              all
      original corporate documents, including, without being limited to, the
      Articles of Association and the documents of incorporation of the
      Company;

            


    

     

    
      	
            	
              (viii)

            	
              an
      original copy of the letters of resignation of all members of the Board of
      Directors of the Company as well as of the written confirmation of the
      Board of Directors of the Company wherein the Board of Directors commits
      to henceforth refrain from any acting for or on behalf the Company in
      whatsoever way, unless they receive written instructions from the
      Purchaser;

            


    

     

    
      
        	
              	
                (ix)

              	
                all
      plans, manuals, documentation and/or technical drawings of the Power Plant
      or related thereto;

              


      

    

     

    
      
        	
              	
                (x)

              	
                an
      original copy of all guarantees and warranties of all
      Sub-Contractors;

              


      

    

     

    
      
        	
              	
                (xi)

              	
                an
      original copy of all acceptance protocols of all necessary approvals and
      acceptance regarding the Power Plant and its Grid Connection given by the
      responsible authorities of all applicable
  jurisdictions;

              


      

    

     

    
      	
            	
              (xii)

            	
              the
      bank account details of the Seller for the transfer of the Purchase
      Price;

            


    

     

    
      	
            	
              (xiii)

            	
              the
      confirmation of the Company’s banks that the Purchaser or any appointee of
      the Purchaser have full access to all bank accounts of the
      Company.

            


    

     

    
      	
              C. 

            	
              Delivery Requirements
      of the Purchaser

            


    

     

    
      	
              75.

            	
              The
      Purchaser shall deliver to the Seller within 30 days after receipt of all
      of the documents as set forth in art. 74 hereof from the
      Seller:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      written instruction to the bank of the Purchaser to transfer 90% of the
      Net Purchase Price as specified in art. 83 hereof to the account specified
      by the Seller;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      written confirmation of the Purchaser’s bank regarding the acceptance
      receipt of the Purchaser’s payment
instruction;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      written statement that the Purchaser releases and holds harmless the
      Seller from any claim arising out of such liabilities of the Company in
      such amount as disclosed in Annexe B hereof which may be made by the
      therein listed creditors of such
liability.

            


    

     

    whereas
the beginning of the 30 day period will be deemed to have been postponed in case
the Purchaser discovers that not all documents as set forth in art. 74 hereof
have been delivered.

     

    
      	
              D.

            	
              Closing and Signing of
      Closing Minutes

            


    

     

    
      	
              76.

            	
              The
      Closing shall be deemed to have occurred if, but only if, each and every
      condition precedent and each and every action provided for in this
      Agreement has been fulfilled and executed (or waived in writing). The
      Parties agree to confirm the fulfilment of the Closing by signing the
      closing minutes as set forth in Annexe D hereto (hereinafter referred to as
      “Closing
      Minutes”).

            


    

     

    
      	
              77.

            	
              The
      signing of the Closing Minutes and therefore the Closing for the
      transactions provided for will be held at the Purchaser’s office at the
      latest within 5 days after the issuance of all deliverables of the
      Purchaser as set forth in art. 75 hereof or at such other place and date
      as otherwise agreed by the Parties in writing. The signing of the Closing
      Minutes and the exchange of the signed agreements via fax shall be deemed
      to be sufficient in case it has been agreed by both Parties in
      writing.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                55/55

              


      

         

    

    
      	
              78.

            	
              Risk
      and use relating to the Company and all of its assets, including, without
      being limited to, the Power Plant, shall be transferred from the Seller to
      the Purchaser at Closing.

            


    

     

    Notwithstanding
the aforementioned sub-article the Parties hereby acknowledge and agree that any
payment received after Signing for the Power Plant feeding the power into the
power grid, including all test feedings, shall be transferred to the Company and
shall remain without any deduction and Lien in the Company and shall not be
removed nor used in any other way by the Seller or any other third party (hereinafter referred to as: “Received Payments for Power
Feed-in”.

     

    
      	
              79.

            	
              The
      Seller shall be obliged to grant to the Purchaser the signatory rights to
      all accounts of the Company as desired by the Purchaser. Furthermore, the
      Seller warrants and represents that it will not in any way dispose,
      remove, impose a Lien or otherwise use the funds vested in the accounts of
      the Company or use any signatory rights to perform such
      action.

            


    

     

    
      	
              80.

            	
              The
      Parties hereby acknowledge and agree that any delay in fulfilling the
      Closing Conditions and/or the delivery of the Closing Conditions in an
      incomplete, inaccurate and/or invalid manner forms a Material Breach of
      this Agreement and the terms and obligations of art. 215 et seq. shall apply to
      the extent that no exception as defined in art. 216 is
    given.

            


    

     

    CHAPTER
6 – PURCHASE
PRICE

     

    
      	
              A. 

            	
              Purchase
      Price

            


    

     

    
      	
              81.

            	
              The
      Purchase Price shall be such overall amount for the acquisition of the
      Power Plant as it results based on:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      number of MWp of the Power Plant benefitting from the Feed-in Tariff as
      warranted and represented by the Seller in this Agreement and in Annexe
      A1;

              


      

    

     

    multiplied
by

     

    (ii)       the
Purchase Price per MW as specified in Annexe A1.

     

    
      	
              82.

            	
              The
      Parties hereby acknowledge and agree that the overall Purchase Price may
      be reduced to the net Purchase Price (hereinafter referred to as:
      “Net Purchase Price”):

            


    

     

    
      
        	
              	
                (i)

              	
                as
      a result of a cost saving based on instructions given by the Purchaser
      regarding the improvement of the overall performance ratio of the Power
      Plant during the Construction Process pursuant to art. 21 of this
      Agreement by such amount which equals the cost savings;
    and/or

              


      

    

     

    
      
        	
              	
                (ii)

              	
                as
      a result of Taxes levied on the Purchaser as defined in Chapter 7 by such
      amount which equals the Taxes;
and/or

              


      

    

     

    
      
        	
              	
                (iii)

              	
                as
      a result of a Material Breach of this Agreement by the Seller, especially
      without being limited to, a breach of warranty and representation,
      pursuant to to the terms and conditions as set forth in art. 218 et seq.;
      and/or

              


      

    

     

    
      	
            	
              (iv)

            	
              as
      a result of a lower irradiation than the agreed irradiation warranted and
      represented by the Seller in this Agreement as defined in Annexe A1 in
      case of photovoltaic and rooftop Power Plants and/or as a result of less
      wind hours than the agreed wind hours warranted and represented by the
      Seller in this Agreement as defined in Annexe A in case of wind Power
      Plants, whereas the Seller shall deliver to the Purchaser a study made by
      a respected, insurable and bankable irradiation or wind consultant,
      payable by the Seller, whereas the Purchaser shall be entitled to obtain a
      second opinion study from such expert as defined in Annexe A, whereby the
      lower irradiation and/or wind hours resulting from such second opinion
      study shall be binding and final, by such pro-rata amount which reflects
      the ratio between the lower irradiation and/or wind hours and the agreed
      irradiation and/or wind hours, whereas a pro-rata reduction shall be
      granted;

            


    

     

    
      	
            	
              (v)

            	
              as
      a result of a lower Capacity than the agreed Capacity warranted and
      represented by the Seller in this Agreement and in Annexe A by such
      pro-rata amount which reflects the ratio between the lower Capacity and
      the agreed Capacity, whereas a pro-rata reduction shall be
      granted;

            


    

     

    
      	
            	
              (vi)

            	
              as
      a result of a lower Feed-in Tariff than the agreed Feed-in Tariff
      warranted and represented by the Seller in this Agreement and in Annexe A
      by such pro-rata amount which reflects the ratio between the lower Feed-in
      Tariff and the agreed Feed-in Tariff, whereas a pro-rata reduction shall
      be granted.

            


    

     

    In case
the reason for the reduction of the Purchase Price constitutes a Material Breach
under this Agreement as set forth in art. 215 hereof, the Purchaser shall
nevertheless be entitled to the actions as set forth in art. 218 et seq., especially, without
being limited to, the option to terminate the Acquisition
Agreement.

     

    
      	
              83

            	
              The
      Purchaser shall have the following payment
  obligations:

            


    

     

    
      	
            	
              (i)

            	
              The
      Purchaser shall pay to the Seller ninety (90) percent of the Net Purchase
      Price at the latest 30 days after the Seller has delivered to the
      Purchaser all deliverables as set forth in art. 74 hereof, whereas any
      taking over of any liabilities of the Company, which have been disclosed
      to and accepted by the Purchaser and are listed in Annexe B hereof,
      through the acquisition of the Company, including without limited to, any
      long-term funding of the Power Plant, shall be regarded as payment in kind
      of such Net Purchase Price and not be paid in
  cash.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                56/56

              


      

        

    

    
      	
            	
              (ii)

            	
              The
      Purchaser shall be entitled use the withheld ten (10) percent of the Net
      Purchase Price as a security for the fulfillment of the Seller’s
      obligations, including, without being limited to, the representation and
      warranties, which shall be released to the Seller after a period of six
      months after the successful Closing of this Agreement, unless the
      Purchaser is entitled to claim a further price reduction as set forth in
      this Agreement.

            


    

     

    
      	
              84.

            	
              The
      Purchase Price shall be deemed to be a lump-sum payment including all
      fees, costs, including, but not limited to, any construction costs for the
      Power Plant and costs for Sub-Contractors, and expenses for the
      fulfillment of any obligation of this Agreement by the Seller, wherefore
      the Seller shall not be entitled to claim any further remuneration, unless
      otherwise agreed in writing.

            


    

     

    
      	
              85.

            	
              The
      Parties hereby acknowledge and agree that the Purchase Price as defined
      herein shall be deemed to be including all Taxes of whatsoever nature,
      such as, without being limited to, VAT, and of any applicable
      jurisdiction, wherefore such Taxes shall be borne solely by the Seller
      without any increase of the Purchaser
Price.

            


    

     

    
      	
              B. 

            	
              Costs

            


    

     

    
      	
              86.

            	
              The
      Parties acknowledge and agree that each Party shall bear the costs for its
      own consultants, advisors and brokers as well as for any expenses in
      connection with the negotiations, creation, signing and fulfilment of this
      Agreement. The Seller acknowledges and agrees that to the extent the
      Acquisition Agreement requires a separate share transfer/assignment
      agreement subject to the mandatory rules of the law applicable to the
      Company, any costs related hereto shall be borne by the
      Seller.

            


    

     

    CHAPTER
7 –
TAXES

     

    
      	
              A.

            	
              Principle

            


    

     

    
      	
              87.

            	
              The
      Seller shall bear all Taxes levied on the Company and/or the Purchaser
      based on taxable events which have occurred prior to the Closing of this
      Agreement, including, without being limited to, the contribution of the
      Power Plant and/or the Licenses into the Company as well as the transfer
      of the Shares in the Company from the Seller to the
    Purchaser.

            


    

     

    
      	
              88.

            	
              Excluded
      from the Seller’s obligation as set forth in art. 87 shall be all Taxes
      levied on the Received Payments for Power Feed-in as set forth in art. 78
      hereof to the extent that such Received Payments for Power Feed-in have
      remained without any deduction and Lien in the Company and have not been
      removed nor used in any other way by the Seller or any other third
      party.

            


    

     

    
      	
              B.

            	
              Taxes levied on the
      Incorporation of the Company

            


    

     

    
      
        	
                89.

              	
                The
      Seller shall bear all Taxes levied on the Company for the establishment
      and/or the incorporation of the
Company.

              


      

    

     

    
      	
              C.

            	
              Taxes levied on the
      Transfer of Real Estate

            


    

     

    
      	
              90.

            	
              The
      Seller shall bear all Taxes levied on the Company for the purchase of land
      in case land is purchased and owned by the Company, including, without
      being limited to, all taxes levied on the change of ownership of such land
      and/or taxes levied on profits made from the sale of real estate that may
      arise. Thereby, the Seller shall bear any such taxes arising out of the
      direct transfer of real estate from the Seller to the Company as well as
      any such Taxes arising out of the indirect transfer of real estate by the
      transfer of Shares from the Seller to the
  Purchaser.

            


    

     

    
      	
              91.

            	
              The
      Purchaser reserves its right to demand from the Seller to transfer the
      Shares or share certificates in the Company to such Party as appointed by
      the Purchaser, especially, without being limited to, in case Taxes for the
      purchase of land and/or Taxes on profits made from the sale of real estate
      may arise out of the indirect transfer of real estate by the transfer of
      Shares from the Seller to the
Purchaser.

            


    

     

    
      	
              D.

            	
              Taxes levied on the
      Contribution of the Power Plant into the
  Company

            


    

     

    
      	
              92.

            	
              The
      Seller shall bear all Taxes levied on the Company for the contribution of
      the Power Plant as well as the Licenses into the
  Company.

            


    

     

    
      	
              E.

            	
              Taxes levied on the
      Transfer of the Shares

            


    

     

    
      	
              93.

            	
              The
      Seller shall bear cover all Taxes levied on the Company for the transfer
      of the Shares from the Seller to the Purchaser, including, without being
      limited to, all stamp taxes that may
arise.

            


    

     

    CHAPTER
8 – INSURANCE


     

    
      	
              A. 

            	
              General
      Conditions

            


    

     

    
      	
              94.

            	
              The
      Seller shall be obliged to conclude and maintain at its own expense a
      sufficient and gapless insurance coverage as defined in this Agreement
      (hereinafter referred to as: “Insurance Coverage”).

            


    

     

    
      	
              95.

            	
              The
      Seller acknowledges and agrees that the Purchaser is entitled to give at
      any time binding instructions with regard to the Insurance Coverage,
      wherefore the Seller shall be obliged to have in place and maintain the
      Insurance Coverage as defined in this Agreement in accordance with the
      instructions given by the
Purchaser.

            


    

     

    
      	
              96.

            	
              The
      Seller shall be obliged to ensure that the Insurance Coverage and the
      therein stated terms and
conditions:

            


    

     

    
      	
            	
              (i)

            	
              comply
      with good international standards;
and

            


    

     

    
      
        	
              	
                (ii)

              	
                comply
      with the terms and conditions as being reasonably available in the
      insurance market; and

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                Acquisition Agreement

              	
                57/57

              


      
  

    
      
        	
              	
                (iii)

              	
                are
      customarily purchased by contractors on similar projects with regard to
      similar size, technology and location;
and

              


      

    

     

    
      
        	
              	
                (iv)

              	
                covers
      any loss and damage arising from the consequences of faulty design,
      material or workmanship; and

              


      

    

     

    
      
        	
              	
                (v)

              	
                covers –
      to the extent legally possible – any loss of profit and other direct
      or indirect or consequential
damages

              


      

    

     

    
      	
              97.

            	
              The
      Seller shall be obliged to conclude and maintain the Insurance Coverage in
      the name of the Company and shall provide a waiver of recourse from the
      insurers against the Purchaser.

            


    

     

    
      	
              98.

            	
              The
      Seller shall be obliged to conclude the Insurance Coverage with
      financially reliable insurers or re-insurers reasonably acceptable to the
      Purchaser.

            


    

     

    
      	
              99.

            	
              In
      case of the occurrence of any damaging event affecting this Agreement,
      such as, without being limited to, the Power Plant, the construction
      material thereof, and/or the Company, the Seller shall be obliged
      to:

            


    

     

    
      	
            	
              (i) 

            	
              promptly
      notify the Purchaser;

            


    

     

    
      
        	
              	
                (ii)

              	
                take
      all necessary steps to preserve any damaged items, and not to clean,
      destroy, discard or attempt to modify or unnecessarily move or remove any
      parts that are directly a part of the damage (except as is reasonably
      necessary to mitigate the damage and/or to ensure the safety of
      personnel); and

              


      

    

     

    
      
        	
              	
                (iii)

              	
                cooperate
      with, and assist in relation to, any survey carried out by any insurance
      loss adjustor as soon as is practically possible following the occurrence
      of the damage.

              


      

    

     

    
      	
              B. 

            	
              Insurance of the
      Seller

            


    

     

    
      	
              100.

            	
              The
      Seller shall be obliged to conclude and maintain at its own expense a
      sufficient and gapless liability insurance coverage. The liability
      insurance shall be maintained for a minimum of EUR 5’000’000.00 per damage
      event, twice in annual aggregate and shall cover personal injury, property
      damage and environmental liability.

            


    

     

    
      	
              C. 

            	
              Insurance of the
      Company

            


    

     

    
      	
              a. 

            	
              Risk
      Advisor and Insurance Broker

            


    

     

    
      	
              101.

            	
              The
      Seller shall be obliged to conclude and maintain the complete Insurance
      Coverage of the Company with Marsh GmbH, Kasernenstrasse 69, 40213
      Dusseldorf, Germany, or such party as appointed by the Purchaser, who
      shall act as risk advisor and insurance broker of the Company. Therefore,
      the Seller shall be obliged to conclude and maintain all Insurance Cover
      listed in art. 102 et
      seq. of this Agreement.

            


    

     

    
      	
              b.

            	
              Insurance
      Coverage of the Company

            


    

    


    
      	
              102.

            	
              The
      Insurance Coverage of the Company shall include a sufficient and gapless
      liability insurance coverage. The liability insurance shall be maintained
      for a minimum of EUR 5’000’000.00 per damage event, twice in annual
      aggregate and shall cover personal injury, property damage and
      environmental liability.

            


    

     

    
      	
              103.

            	
              The
      Insurance Coverage of the Company shall include, without being limited to,
      a “transport and marine cargo insurance” which shall be maintained for not
      less than 110 % of the Incoterm 2000 CIF value to cover loss or damage to
      the construction or construction material during transportation with
      conveyances of whatsoever kind from any warehouse worldwide until and
      including unloading at the site of the Power
  Plant.

            


    

     

    This
cover shall not be less than the internationally known Institute Cargo Clauses
(A) of the Institute of London Underwriters, provided war risks are available at
base rate.

     

    
      	
              104.

            	
              The
      Insurance Coverage of the Company shall include, without being limited to,
      a “construction all risk insurance” which shall cover loss or damage to
      the Power Plant on an all risks basis for not less than the full
      reinstatement cost, subject to sublimits as are reasonably commercially
      available and with exclusions of customarily required by the insurance
      market, such as the exclusion of the terrorism risk, as not explicitly
      requested by the Purchaser.

            


    

     

    This
insurance shall cover any activity on the site of the Power Plant after
unloading of the construction material at the site of the Power Plant, including
storage on or near the site, construction, erection, assembly cold and hot
commissioning and testing until the Closing of this Agreement.

     

    The
insurance deductible shall amount to a maximum amount of EUR 10’000.00 per each
and every loss and shall be borne by the Seller, unless the damage event is
based exclusively on actions undertaken by the Purchaser

     

    
      	
              105.

            	
              The
      Insurance Coverage of the Company shall include, without being limited to,
      a “(marine) delay in startup insurance” which shall cover all risks of a
      delay in startup due to property damage during transportation
      shipping.

            


    

     

    
      	
              106.

            	
              The
      Seller shall be obliged to maintain such a “construction and erection all
      risk insurance” including an “advanced loss of profit insurance” for the
      Company in order to provide cover for loss or damage for which the Seller
      is liable arising from a cause occurring through activities on the site of
      the Power Plant prior to the Closing of this Agreement, and for loss or
      damage caused by the Seller or Sub-Contractors in the course of any other
      operations in connection with their defect liability obligations under
      this Agreement.

            


    

     

    
      	
              107.

            	
              The
      Insurance Coverage of the Company shall include an “environmental damage
      insurance” with basic coverage for damages to the ground, surface water
      and biodiversity outside of the location of the Power Plant as well as
      with advanced coverage for damages to own and/or leased ground, including
      damages to bodies of water.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                58/58

              


      

         

    

    
      	
              108.

            	
              The
      Insurance Coverage of the Company shall include an “property all risk
      insurance”, including machinery breakdown coverage, covering all real and
      personal property of the Company and – to the extent a separation is
      required – the Power Plant.

            


    

     

    
      	
              109.

            	
              The
      Purchaser shall be entitled to waive any part of the Insurance Coverage of
      the Company as set forth in art. 102 et seq., whereby the
      Seller shall not be obliged to conclude and maintain the specified
      Insurance Cover of the Company.

            


    

     

    
      	
              110.

            	
              In
      case the Purchaser has to bear the Insurance Coverage of the Company in
      part or in whole for any reason, the Purchaser shall be entitled to deduct
      the cost of such insurance from the Purchase Price in the amount that
      would have to be covered by the Seller in case the Seller would bear the
      complete Insurance Coverage of the Company as set forth
      herein.

            


    

     

    
      	
              D. 

            	
              Insurances of
      Sub-Contractors

            


    

     

    
      	
              111.

            	
              Upon
      request of the Purchaser, the Seller shall be obliged to ensure that all
      losses and damages caused by Sub-Contractors are sufficiently covered by
      the corresponding insurance of the
  Sub-Contractors.

            


    

     

    The
Parties hereby acknowledge and agree that the Seller shall be fully liable for
any loss or damage caused by Sub-Contractors which is not covered by insurances
of the Sub-Contractors.

     

    
      	
              E.

            	
              Proof of Insurance
      Coverage

            


    

     

    
      	
              112.

            	
              Upon
      request of the Purchaser, the Seller shall be obliged to provide
      certificates of the insurances, copies of the insurance policies and
      evidence that all premiums are paid by the Seller with regard to the
      Insurance Coverage of the Seller as well as of the
  Company.

            


    

     

    
      	
              F.

            	
              Insurance
      Proceedings

            


    

     

    
      	
              113.

            	
              Any
      insurance proceeding out of the Insurance Coverage shall be paid from the
      insurers directly to the Party bearing the risk at the time of the loss or
      damage and shall be applied for the repair or rectification of any damage
      that has occurred.

            


    

     

    
      	
              G.

            	
              Change of Policy
      Conditions

            


    

     

    
      	
              114.

            	
              The
      Seller shall not be entitled to make any changes or alterations in the
      policy conditions of the Insurance Coverage without the prior written
      approval of the Purchaser.

            


    

     

    
      	
              115.

            	
              The
      Seller shall be obliged to immediately notify the Purchaser in case the
      insurers of the Insurance Coverage are cancelling or altering any of the
      insurance policies whereby any rights or interests of the Company could be
      affected.

            


    

     

    
      	
              H.

            	
              Insurance Coverage – Effect on
      Liabilities

            


    

     

    
      	
              116.

            	
              The
      Parties hereby acknowledge and agree that nothing in this Chapter shall
      limit the obligations, liabilities or responsibilities of the Seller under
      the other terms and conditions of this Agreement and nothing in this
      Chapter shall be construed to increase or reduce the limitations on
      liability in this Agreement.

            


    

     

    
      	
              117.

            	
              The
      Parties hereby acknowledge and agree that in case the Seller fails to
      effect and keep in force the Insurance Coverage as set forth herein, such
      default forms a Material Breach of this
  Agreement.

            


    

     

    
      	
              118.

            	
              The
      Parties hereby acknowledge and agree that any amount not insured or not
      recovered from the insurers shall be borne by the Seller in accordance
      with its obligations, liabilities or responsibilities to the extent that
      no exception as defined in art. 216 is
given.

            


    

     

    
      	
              I.

            	
              Damage
      Mitigation

            


    

     

    
      	
              119.

            	
              The
      Seller acknowledges and agrees to be obliged to exert all reasonable
      efforts to mitigate the damage accruing from any damaging event affecting
      this Agreement, such as, without being limited to, the Power Plant, the
      construction material thereof, and/or the
  Company.

            


    

     

    CHAPTER
9– REPRESENTATIONS AND WARRANTIES OF THE SELLER

     

    
      	
              A.

            	
              Shares and Capital
      Structure of the Company

            


    

     

    
      	
              120.

            	
              The
      Seller warrants and represents to the Purchaser that the Shares are free
      and clear of any and all Liens.

            


    

     

    
      	
              121.

            	
              The
      Seller warrants and represents to the Purchaser
  that:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      Seller owns and holds all Shares in the Company, i.e. 100% of the total
      Shares representing 100% of the nominal value and 100% of the total voting
      rights;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                all
      of the Shares are validly issued and outstanding and fully paid and free
      of preemptive rights;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                there
      is no option, right to acquire, mortgage, charge, pledge, Lien or other
      form of security or encumbrance on, over or affecting any of the Shares
      nor is there any commitment to give or create any of the foregoing, and no
      Person has claimed to be entitled to any of the
  foregoing;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                except
      for this Agreement, there are no understandings, arrangements,
      restrictions, commitments or agreements of any kind relating to the Shares
      or any securities outstanding representing the right to purchase or
      otherwise receive Shares or equity securities of the
    Company;

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                59/59

              


      

         

    

    
      
        	
              	
                (v)

              	
                there
      are no understandings, arrangements, restrictions, commitments or
      agreements of any kind relating to the voting rights of the Shares or any
      other shareholder agreement with regard to the
  Shares;

              


      

    

     

    
      
        	
              	
                (vi)

              	
                the
      Shares certificates, endorsements and other documents delivered to the
      Purchaser are transferred to and vested in the Purchaser good, valid and
      indefeasible title to the Shares, free and clear of any and all
      Liens.

              


      

    

     

    
      	
              122.

            	
              The
      Seller warrants and represents to the Purchaser that the Seller is
      entitled to transfer the Shares of the Company to the Purchaser and that
      the Purchaser will be entitled to subsequently transfer the Shares to any
      third party. The Seller warrants and represents to the Purchaser that the
      Shares may be freely transferred to any third
  party.

            


    

     

    
      	
              123.

            	
              The
      Seller warrants and represents to the Purchaser that neither the initial
      transfer of the Shares from the Seller to the Purchaser nor any further
      transfer of the Shares will have a Material Adverse Effect on the Grid
      Connection of the Power Plant and will not lead to any loss of the Grid
      Connection, be it, without being limited to, due to a revocation of any
      licenses, consents, permits, approvals and authorisations etc. or due to
      any other reason.

            


    

     

    
      	
              B. 

            	
              Articles of
      Association

            


    

     

    
      	
              124.

            	
              The
      Seller warrants and represents to the Purchaser that the Articles of
      Association, documents of incorporation and/or any other related documents
      of the Company as delivered to the Purchaser are true, complete and
      valid.

            


    

     

    
      	
              125.

            	
              The
      Seller warrants and represents to the Purchaser that the Articles of
      Association of the Company have embodied therein or annexed thereto a copy
      of every resolution or agreement as is required by law to be embodied in
      or annexed to it.

            


    

     

    
      
        	
                126

              	
                The
      Seller warrants and represents to the Purchaser that the Articles of
      Association of the Company have set out completely the rights and
      restrictions attaching to each class of authorized share capital of the
      Company. Neither the Company nor any class of their members has passed any
      further.

              


      

    

     

    
      	
              C. 

            	
              Corporate
      Organization

            


    

     

    
      	
              127.

            	
              The
      Seller warrants and represents to the Purchaser that the Company is duly
      organized and validly existing under the laws of its jurisdiction of its
      establishment, and each have all requisite (corporate) power and authority
      to own, lease and operate its properties and to carry on its business as
      now being conducted.

            


    

     

    
      	
              D. 

            	
              Entitlement and
      Representation

            


    

     

    
      	
              128.

            	
              The
      Seller warrants and represents that it is duly entitled to provide all
      required information as well as all documentation of the Company and the
      Power Plant required by the Purchaser in order to perform all due
      diligence processes as set forth in this
  Agreement.

            


    

    
      
        	 	 
	
                129.

              	
                The
      Seller warrants and represents that all information, documents and data
      provided under this Agreement with regard to each stage of the
      Construction Process, the Acquisition Process and the Closing Process are
      true, accurate, verified and, to the extent possible, also complete. In
      addition, the Seller warrants and represents that it will not withhold any
      relevant information, document and/or data in its possession. The Seller
      warrants and represents that all information, documents and data
      especially, without being limited to, with regard to the following
      essential issues are true, accurate, verified and, to the extent possible,
      also complete:

              


      

    

     

    
      	
            	
              (i) 

            	
              the
      Capacity of the Power Plant;

            


    

     

    
      	
            	
              (ii) 

            	
              the
      amount and duration of the Feed-in
Tariff;

            


    

     

    
      	
            	
              (iii) 

            	
              the
      operability and functionality of the Power
  Plant;

            


    

     

    
      
        	
              	
                (iv)

              	
                the
      Grid Connection of the Power Plant, including the Connection to Grid Date
      in case no Grid Connection has yet been
  achieved;

              


      

    

     

    
      	
            	
              (v) 

            	
              the
      existence and validity of all necessary
  Licenses;

            


    

     

    
      	
            	
              (vi) 

            	
              the
      existence and validity of all Guarantees;
and

            


    

     

    
      	
            	
              (vii)

            	
              the
      financial information, documents and/or data provided to the Purchaser to
      perform all due diligence processes as set forth in this
      Agreement.

            


    

     

    The
Seller warrants and represents to the Purchaser that any financial statements
are and will be accurate, complete and correct in all material respects, not
affected by unusual or non-recurring items, in accordance with the books and
records of the Company, have been or shall have been prepared in accordance with
applicable accounting regulations and generally accepted accounting principles
consistently applied and accepted, using accounting bases and methods
consistently applied, and show or shall show a true and fair view of the assets
and liabilities, including claims, Taxes and contingent liabilities, of the
Company as at the dates thereof and the results of the operations and changes in
financial positions of the Company for the periods covered thereby.

     

    
      	
              E. 

            	
              Books, Records and
      Accounting

            


    

     

    
      	
              130.

            	
              The
      Seller warrants and represents to the Purchaser that the statutory and
      other corporate books, including all minutes of the board of directors and
      the general meeting, financial and account records and books, including
      all balance sheets, profit and loss accounts and yearly reports, of the
      Company are accurate, complete and true and have been properly kept and no
      notice or allegation that any of them is incorrect or should be rectified
      has been received.

            


    

     

    
      	
              F. 

            	
              Compliance with
      Relevant Laws

            


    

     

    
      	
              131.

            	
              The
      Seller warrants and represents that it fulfils all requirements and
      complies with all relevant laws of all involved jurisdictions, be it with
      regard to the relationship between the Seller and the Purchaser or the
      relationship between the Seller and the Company and/or the Power Plant
      itself. The Seller shall fully act in accordance with all applicable laws,
      decrees, regulations and Articles of
  Association.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                
                  60/60

                

              


      

        

    

    
      	
              132.

            	
              The
      Seller warrants and represents that it has not offered or given and will
      not offer or give, directly or indirectly, any bribe or other improper
      benefit or advantage to any third party involved in the business,
      especially, but without being limited to, not in order to obtain any
      contracts with regard to the construction of the Power Plant, such as
      lease and/or ground purchase
agreements.

            


    

     

    The
Seller warrants and represents that it has not made and will not make, directly
or indirectly, any payment from any third party involved in the business except
to the extent that such payment is an agreed legitimate compensation for agreed
legitimate services.

     

    
      	
              133.

            	
              The
      Seller warrants and represents that it has not demanded or accepted and
      will not demand or accept, directly or indirectly, any bribe or other
      improper benefit or advantage from any third party involved in the
      business.

            


    

     

    The
Seller warrants and represents that it has not received and will not receive,
directly or indirectly, any payment from any third party involved in the
business except to the extent that such payment is an agreed legitimate
compensation for agreed legitimate services.

     

    
      	
              134.

            	
              The
      Seller warrants and represents that it has all permits, licences and
      authorisations that may be required for the execution and performance of
      this Agreement. To the extent that the transfer of shares as foreseen in
      this Acquisition Agreement requires a separate share transfer/assignment
      agreement subject to mandatory provisions of the law applicable to the
      Company, the Seller warrants and represents that such agreement can be
      exercised without decrease, reduction and/or removal of any of the
      Seller’s warranties and representations as set forth herein. In case of
      such decrease, reduction and/or removal of the Seller’s representations
      and/or warranties in whatsoever way due to such mandatory provisions, the
      Seller shall be obliged to include all of its warranties and
      representations as stated herein in such separate share
      transfer/assignment agreement whenever legally possible. In either case,
      the Seller hereby warrants and represents to the Purchaser to remain bound
      to the herein stated representations and
  warranties.

            


    

     

    
      	
              G. 

            	
              Qualification to Do
      Business

            


    

     

    
      	
              135.

            	
              The
      Seller warrants and represents to the Purchaser that the Seller is duly
      qualified to do business and is in good standing in each jurisdiction in
      which the nature of its business or the ownership or leasing of its
      properties makes such qualification necessary (except for jurisdictions in
      which the failure to be so qualified would not reasonably be expected to
      have a Material Adverse Effect).

            


    

     

    
      	
              136.

            	
              The
      Seller warrants and represents to the Purchaser that the Company is duly
      qualified to do business and is in good standing in each jurisdiction in
      which the nature of its business or the ownership or leasing of its
      properties makes such qualification necessary (except for jurisdictions in
      which the failure to be so qualified would not reasonably be expected to
      have a Material Adverse Effect).

            


    

     

    
      	
              H. 

            	
              No
      Violations

            


    

     

    
      	
              137.

            	
              The
      Seller warrants and represents to the Purchaser that neither the execution
      and delivery of this Agreement by the Seller nor the consummation by the
      Seller of the transactions contemplated herein,
  will:

            


    

     

    
      
        	
              	
                (i)

              	
                violate
      or constitute a breach of, or a default (or an event which, with notice or
      lapse of time, or both, would constitute a default) under, any law, rule,
      regulation, judgment, decree, ruling or order of any court, or
      governmental agency to which the Seller is subject, or under any agreement
      or instrument of the Seller or to which the Seller is subject or is a
      party, which violation, breach or default referred to in this
      clause;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                violate
      or constitute a breach of any term or provision of any contract,
      agreement, lease or other commitment which the Seller is a party or by
      which the Seller is bound;

              


      

    

     

    
      	
            	
              (iii) 

            	
              would
      have a Material Adverse Effect.

            


    

     

    
      	
              I. 

            	
              Consents and
      Approvals

            


    

     

    
      
        	
                138.

              	
                The
      Seller warrants and represents to the Purchaser that no consents or
      approvals of or filings or registrations with any governmental authority
      or agency are required to be obtained in connection
  with:

              


      

    

     

    
      
        	
              	
                (i)

              	
                the
      execution and delivery by the Seller of this Agreement;
  and

              


      

    

     

    
      
        	
              	
                (ii)

              	
                the
      consummation by the Seller of its obligations contemplated
      hereby.

              


      

    

     

    
      	
              J. 

            	
              Authorisation,
      Validity and Enforceability

            


    

     

    
      	
              139.

            	
              The
      Seller warrants and represents to the Purchaser that the Seller has full
      power and the authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby. This Agreement
      constitutes the legal, valid and binding obligation of the Seller
      enforceable in accordance with its
terms.

            


    

     

    
      	
              140.

            	
              The
      Seller warrants and represents to the Purchaser that this Agreement
      constitutes the legal, valid and binding agreement of the Seller, and to
      the extent enforceable under the laws of Switzerland, enforceable in
      Switzerland in accordance with its terms subject to applicable bankruptcy,
      insolvency, moratorium, reorganization or similar laws affecting
      creditors’ rights generally now or hereafter in
  effect.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                
                  61/61

                

              


      

        

    

    
      	
              K. 

            	
              No Default,Violation
      or Litigation

            


    

     

    
      	
              141.

            	
              The
      Seller warrants and represents to the Purchaser that the Company has
      conducted its business in all material respects in accordance with all
      applicable laws and regulations of any relevant foreign jurisdiction and
      authority, and is not in violation of any law or order of any court or
      governmental department, commission, board, bureau, agency or
      instrumentality (including, without limitation, laws, regulations, orders
      and restrictions applicable to environmental standards and controls, wages
      and hours, civil rights and occupational health and safety), which
      violation would have a Material Adverse Effect, nor have they received any
      notice of non-compliance therewith.

            


    

     

    
      	
              142.

            	
              The
      Seller warrants and represents to the Purchaser that there are no
      lawsuits, proceedings, claims or governmental investigations pending or
      threatened against, or involving the Company or their properties or
      businesses and there is no basis for any such action which would have a
      Material Adverse Effect.

            


    

     

    
      	
              143.

            	
              The
      Seller warrants and represents to the Purchaser that there are no
      judgments, consents, decrees, injunctions, or any other judicial or
      administrative mandates outstanding against the Company which would have a
      Material Adverse Effect.

            


    

     

    
      	
              L. 

            	
              Legal
      Proceedings

            


    

     

    
      	
              144.

            	
              The
      Seller warrants and represents to the Purchaser that the Company is not a
      party to any, and there are no pending or threatened or expected legal,
      administrative, arbitral or other proceedings, claims, bankruptcy filings,
      executions, actions or governmental or regulatory investigations of any
      nature against the Company or challenging the validity or propriety of the
      transactions contemplated by this Agreement, there is no injunction,
      order, judgment, decree or regulatory restriction imposed upon the
      Company, and the Company has been a party to any assurance or undertaking
      given to any court or governmental agency or the subject of any injunction
      which is still in force, in each case, which, if adversely determined,
      would have a Material Adverse Effect on the
  Company.

            


    

     

    
      	
              M. 

            	
              Employment
      Matters

            


    

     

    
      	
              145. 

            	
              The
      Seller warrants and represents to the Purchaser
  that:

            


    

     

    
      	
            	
              (i) 

            	
              the
      Company does not employ any
Employees;

            


    

     

    
      
        	
              	
                (ii)

              	
                the
      Company does not have any obligation resulting out of an employment
      agreement excepting those disclosed to and approved by the Purchaser as
      listed in Annexe B;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                there
      is no unfair labour practice complaint, labour disturbance, claim or other
      controversy respecting any present or past Employees pending, to the best
      of Seller’s knowledge, threatened or, proposed against, or affecting the
      businesses of the Company, and the Seller has no knowledge of any facts or
      circumstances which would indicate that any claims, complaints or
      litigation could be brought against the Company in connection with
      employment matters;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                the
      Company is in compliance with all laws respecting employment and
      employment practices, terms and conditions of employment and wages and
      hours, work and residency permits and is not engaged in any unfair labour
      practice;

              


      

    

     

    
      
        	
              	
                (v)

              	
                the
      Company is not a party to any collective bargaining agreement with any
      labour union or organization, nor are any of the Employees of Company, if
      any, represented by any labour union or organization, nor is any such
      matter proposed;

              


      

    

     

    
      
        	
              	
                (vi)

              	
                the
      Seller has complied with all of its statutory obligations to inform and
      consult appropriate representatives as required by law in relation to the
      transaction contemplated by this
Agreement;

              


      

    

     

    
      	
            	
              (vii)

            	
              all
      plans for the provision of benefits to the Employees, if any, comply in
      all respects with all relevant statutes, regulations or other laws and all
      necessary consents in relation to such plans have been obtained and all
      governmental filings in relation to such plans have been
    made;

            


    

     

    
      	
            	
              (viii)

            	
              any
      stock option plans and other share plans available to the Employees, if
      any, prior to the Closing of this Agreement shall no longer apply and such
      plans will be terminated at no cost to the Company and the Purchaser shall
      not assume any obligations in respect to the Employees, if any, under such
      plans;

            


    

     

    
      
        	
              	
                (ix)

              	
                the
      Company is not under any present or future liability to pay to any of the
      Employees, if any, or to any other person who has been in any manner
      connected with the Company any pension, superannuation allowance, death
      benefit, retirement gratuity or like benefit or to contribute to any life
      assurance scheme, medical insurance scheme, or permanent health
      scheme.

              


      

    

     

    
      	
              146.

            	
              The
      Seller warrants and represents to the Purchaser that it will be
      responsible for the employment of all its staff and labour whether local
      or otherwise, for the purpose of constructing the Power Plant and the
      performance of the Agreement and will be responsible where relevant for
      their payment, accommodation, supply of food and transport and any other
      matters specified in this
Agreement.

            


    

     

    
      	
              147.

            	
              The
      Seller warrants and represents to the Purchaser that it will observe the
      conditions of labour, comply with all relevant labour laws, including
      those relating to employment, working hours, health, safety social
      welfare, immigration and emigration that are relevant and applicable in
      the country and will pay its staff and labour wages consistent with those
      established or, if not established, practised for the trades and
      industries of the country.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                
                  62/62

                

              


      

         

    

    
      	
              148.

            	
              The
      Seller warrants and represents to the Purchaser that it will keep full
      records of its staff and labour employed on the site of the Power Plant
      and will make these available to the Purchaser upon
    request.

            


    

     

    
      	
              149.

            	
              The
      Seller warrants and represents to the Purchaser that it will provide and
      maintain the necessary facilities for its own staff and
      labour.

            


    

     

    
      	
              150.

            	
              The
      Seller warrants and represents to the Purchaser that it will be
      responsible for ensuring that adequate medical facilities are provided for
      and available. The Seller will collaborate with local health authorities
      and will take the necessary measures to ensure the welfare, hygiene and
      prevention and control of epidemics of and amongst the Seller’s staff and
      labour.

            


    

     

    
      	
              N. 

            	
              Returns

            


    

     

    
      	
              151.

            	
              The
      Seller warrants and represents to the Purchaser that the Company has
      complied with the provisions of any applicable law and regulation and all
      returns, particulars, resolutions, announcements, disclosures and other
      documents required under any legislation to be delivered on behalf of the
      Company to any applicable commercial register or to any other authority
      whatsoever have been properly made and
  delivered.

            


    

     

    
      	
              152.

            	
              The
      Seller warrants and represents to the Purchaser that all such documents
      delivered, whether or not required by law, were true and accurate when so
      delivered and neither the Company nor any director thereof has received
      notification of the levy of any fine or penalty for non-compliance by the
      Company or any director thereof.

            


    

     

    
      	
              O. 

            	
              Absence of Certain
      Changes

            


    

     

    
      	
              153.

            	
              The
      Seller warrants and represents to the Purchaser that the Company has
      carried out its business in the ordinary and usual course so as to
      maintain it as a going concern and without any material interruption or
      alteration on the scope of its business, and there is
  not:

            


    

     

    
      
        	
              	
                (i)

              	
                any
      material adverse change in the financial or trading positions of the
      Company;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                any
      damage, destruction or loss (whether or not covered by insurance) which
      materially adversely affects the properties or assets of the
      Company;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                any
      compensation, commissions or perquisites payable or to become payable by
      the Company to any director, officer, Employee, or agent of the Company,
      or any payment of any bonus, profit sharing or other extraordinary
      compensation to any director, officer, Employee or agent of the Company
      that is not reflected in Annexe
B;

              


      

    

     

    
      
        	
              	
                (iv)

              	
                any
      change in the accounting methods or practices followed by the Company, or
      any change in the amortization policies or rates theretofore adopted by
      the Company;

              


      

    

    
       

      
        	
              	
                (v) 

              	
                any
      cancellation of the debts owed to or claims held by the
      Company.

              


      

    

     

    
      	
              P. 

            	
              Sub-Contractors

            


    

     

    
      	
              154.

            	
              The
      Seller warrants and represents that – should the Seller or the
      Company engage a Sub-Contractor in order to fulfil their obligations
      according to the provisions set forth in this Agreement – it will
      instruct the Sub-Contractor with regard to the provisions as set forth in
      this Agreement, especially, without being limited to, the Confidentiality
      Obligation as well as the obligations to possess sufficient permission and
      authorisation to fulfil its contractual obligations under each applicable
      jurisdiction, to observe all applicable laws and regulations, to fulfil
      its obligations by observing the generally accepted rules of building and
      construction and to possess a sufficient performance guarantee and to
      provide to the Purchaser a copy of such performance guarantee as foreseen
      in art. 44 hereof.

            


    

     

    
      	
              155.

            	
              The
      Seller warrants and represents that it shall in any case be liable for any
      Material Breach of this Agreement by any of its
      Sub-Contractors.

            


    

     

    
      	
              Q. 

            	
              Assets

            


    

     

    
      	
              156.

            	
              The
      Seller warrants and represents to the Purchaser that all assets of the
      Company including, but not limited to, the Power Plant and any part
      thereof are free and clear of any and all Liens. The Seller warrants and
      represents to the Purchaser that the Seller is the owner of and has good
      and marketable title to all of its properties and assets as disclosed to
      the Purchaser free and clear of any Liens, except for the Lien of current
      Taxes not yet due and payable and such Lien as indicated in Annexe B and
      accepted by the Purchaser.

            


    

     

    
      	
              157.

            	
              The
      Seller warrants and represents to the Purchaser that at the latest at Grid
      Connection of the Power Plant or at Signing of this Agreement, whichever
      is later:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      Company owns and holds all rights to all of its assets including, but not
      limited to, the Power Plant, any part thereof as well as the
      Licenses;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                there
      is no option, right to acquire, mortgage, charge, pledge, Lien or other
      form of security or encumbrance on, over or affecting the assets of the
      Company including, but not limited to, the Power Plant and any part
      thereof nor is there any commitment to give or create any of the
      foregoing, and no person has claimed to be entitled to any of the
      foregoing;

              


      

    

     

    
      
        	
              	
                (iii)

              	
                except
      for this Agreement, there are no understandings, arrangements,
      restrictions, commitments or agreements of any kind relating to the assets
      of the Company including, but not limited to, the Power Plant and any part
      thereof representing the right to purchase or otherwise receive any right
      to the Company or its assets, including, but not limited to, the Power
      Plant and any part
thereof;

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                
                  63/63

                

              


      

         

    

    
      
        	
              	
                (iv)

              	
                there
      are no understandings, arrangements, restrictions, commitments or
      agreements of any kind relating to the voting rights of the Shares or any
      other shareholder agreement with regard to the Company or its assets,
      including, but not limited to, the Power Plant and any part
      thereof.

              


      

    

     

    
      	
              R. 

            	
              Real Estate and
      Leases

            


    

     

    
      	
              158.

            	
              The
      Seller warrants and represents that any and all lease, ground purchase
      agreements and other similar contracts related to the Power Plant and/or
      the Company (i) have been disclosed to the Purchaser in Annexe B hereof,
      and (ii) are valid and enforcable.

            


    

     

    
      	
              159.

            	
              The
      Seller warrants and represents to the Purchaser that all lease agreements
      and other similar contracts have been closed for the duration of at least
      20 years, whereas the Purchaser shall be entitled to an extension option
      of the agreements for further 5 years. The Seller warrants and represents
      that all lease agreements and other similar contracts cannot be terminated
      by the owner of the land before the lapse of the aforementioned
      period.

            


    

     

    
      	
              160.

            	
              The
      Seller warrants and represents to the Purchaser that any concluded lease,
      ground purchase or other similar agreements including, without being
      limited to, easement, wayleave and/or cable wayleave agreements, have been
      registered with the land registry office on the respective entry in the
      land registry according to art. 23 hereof unless otherwise instructed by
      the Purchaser.

            


    

     

    
      	
              161.

            	
              The
      Seller warrants and represents to the Purchaser that the Company as per
      the Closing of this Agreement is and will not be a party to and does not
      have any obligations arising out of any undisclosed lease, ground purchase
      and other similar contract.

            


    

     

    
      	
              162.

            	
              The
      Seller warrants and represents to the Purchaser that the Company is not in
      material default under any lease or ground purchase agreement nor has any
      event occurred which, with the passage of time or giving of notice, would
      constitute such a default. Exception is made for leasing contracts
      stipulated by the Company under the Purchaser’s control according to the
      Purchaser’s instructions.

            


    

     

    
      	
              S. 

            	
              Contracts

            


    

     

    
      	
              163.

            	
              The
      Seller warrants and represents to the Purchaser that there are no
      agreements, including, without being limited to, leases, mortgages,
      commitments or instruments of any kind, to which the Company and/or the
      Power Plant is a party or may be bound, and therefore constitute a legal,
      valid and binding obligation of the Company and/or the Power Plant, unless
      such agreements have been disclosed to and approved by the Purchaser in
      writing during the due diligence processes as foreseen in this Agreement
      or in Annexe B.

            


    

     

    
      	
              T. 

            	
              Receivables

            


    

     

    
      	
              164.

            	
              The
      Seller warrants and represents to the Purchaser that all accounts
      receivable of Company (hereinafter referred to as the: “Receivables”) as stated in the financial
      documents represent valid obligations of the account debtors of the
      Company, which have arisen in the ordinary course of the businesses of the
      Company, and are collectible in full (without any deductions, set-offs or
      counterclaims) within a reasonable time, and do not include any
      obligations to the Company.

            


    

     

    
      	
              U. 

            	
              Licenses. Permits and
      Authorisations

            


    

     

    
      	
              165.

            	
              The
      Seller warrants and represents to the Purchaser that at the latest at Grid
      Connection of the Power Plant or at Signing of this Agreement, whichever
      is later, all necessary licenses, consents, permits, approvals and
      authorisations (public and private) have been obtained by the Company to
      enable the Company to carry on its business in the places and in the
      manner in which such business is now carried on and to operate the Power
      Plant in the manner as agreed herein, and all such licenses, consents,
      permits, approvals and authorisations are in full force and effect and are
      not limited in duration or subject to onerous conditions and that there
      will be no restriction on the right of the Company to carry on its
      business which in any case does not now apply to the
    Company.

            


    

     

    
      	
              V. 

            	
              Intellectual Property
      Rights

            


    

     

    
      	
              166.

            	
              The
      Seller warrants and represents to the Purchaser that the conduct of the
      business of the Seller and/or the Company as presently conducted does not
      infringe upon or conflict with any intellectual property rights, including
      patents, copyrights, trademarks, trade names, company name, service marks,
      product brands, franchises, (hereinafter referred to as the: “Intellectual Property
      Rights”) of any third
      Party and the Seller has not received any notice from a party claiming
      such an infringement or conflict, and the Seller is not aware of any facts
      or circumstances which would indicate that such an infringement or
      conflict could exist.

            


    

     

    
      	
              167.

            	
              The
      Seller warrants and represents to the Purchaser that all Intellectual
      Property Rights, if any, developed by Employees or the Seller of the
      Company directly or indirectly during the course of their employment or
      ownership or by third parties for the Company are vested in the Company
      and no Employee, ex-employee of the Company or the Seller or any other
      person has any right, title or interest in the Intellectual Property
      Rights developed by the Employees, the Seller or third parties under
      contract to the Company and the Company does not owe any payment to such
      Employee, ex-employee of the Company or the Seller or any other
      person.

            


    

     

    
      	
              168.

            	
              The
      Seller warrants and represents that all Intellectual Property Rights, if
      any, vested in the Company will remain in the Company after the Signing of
      this Agreement and that the Seller or any of its Affiliates will not take
      any action that may prevent such Intellectual Property Rights from
      remaining vested in the Company or from being transferred to the Purchaser
      in performance of this
Agreement.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	
                Acquisition Agreement

              	
                64/64

              

   

    

    
      	
              W. 

            	
              Claims

            


    

     

    
      	
              169.

            	
              The
      Seller warrants and represents to the Purchaser that there are no
      outstanding obligations and/or inter-company debts between the Seller and
      the Company nor has the Seller any outstanding obligations towards tax
      authorities or any loans previously granted by the Company to the
      shareholders.

            


    

     

    
      	
              170.

            	
              The
      Seller warrants and represents to the Purchaser that no claims will be
      raised against the Company arising out of or in connection with agreements
      entered into by the Company prior to the Closing of this Agreement except
      those disclosed to the Purchaser in Annexe B hereof accepted by the
      Purchaser and those disclosed to the Purchaser during the due diligence
      processes as foreseen in this Agreement, in the amount disclosed to the
      Purchaser.

            


    

     

    
      	
              171.

            	
              The
      Seller warrants and represents to the Purchaser that the Company has not
      developed, manufactured, sold or supplied any product or service
      which:

            


    

     

    
      
        	
              	
                (i)

              	
                is,
      was or may become, in any material respect, faulty or defective;
      or

              


      

    

     

    
      
        	
              	
                (ii)

              	
                does
      not comply in any material respect with any warranty or representation,
      express or implied, made by or on behalf of the Company in respect of it
      or with all laws, regulations, standards and requirements applicable to
      it.

              


      

    

     

    
      	
              X. 

            	
              Power
      Plant

            


    

     

    
      	
              a. 

            	
              Construction

            


    

     

    
      	
              172.

            	
              The
      Seller warrants and represents that the construction of the Power Plant
      has been performed in accordance with all applicable laws and regulations
      and in accordance with the generally accepted rules of building and
      construction, wherefore the Seller warrants and represents that the
      structure of the Power Plant shall remain in viable, suitable and useable
      condition for a time period of at least 20 years from the Connection to
      Grid Date.

            


    

     

    Therefore,
the Seller shall be liable for any defect and damage to the structure and/or the
substance of the Power Plant.

     

    
      	
              b. 

            	
              Capacity
      and Performance

            


    

     

    
      	
              173.

            	
              The
      Seller warrants and represents that the Power Plant will produce electric
      power at the agreed Capacity for a time period of at least 20 years from
      the Connection to Grid Date at the Feed-in Tariff and for the duration as
      specified in Annexe A. Thereby, the Seller warrants and represents that
      any technical installations, including the software thereto, if
      applicable, will be able to function properly and without any major repair
      or even replacement for a period of at least 20 years from the Connection
      to Grid Date.

            


    

     

    Therefore,
the Seller shall be liable for any defect and damage to the technical
installations, drop in power production of the Power Plant and/or reduction of
the amount and/or the duration of the Feed-in Tariff.

     

    
      	
              c. 

            	
              Spare
      Parts

            


    

     

    
      	
              174.

            	
              The
      Seller warrants and represents that spare parts for the Power Plant will
      be available and deliverable for a time period of 20 years from the
      Connection to Grid Date.

            


    

     

    As spare
parts shall be considered any parts required for the proper existence and
function of the Power Plant, including, but not limited to, the structure and
substance of the Power Plant, technical installations, modules, generators,
controls, software, equipment for the connection to the power grid,
etc.

     

    
      	
              d. 

            	
              Licences,
      Permits and Authorisations

            


    

     

    
      	
              175.

            	
              The
      Seller warrants and represents that all Licenses have irrevocably and
      unconditionally been obtained and are fully valid for at least 20 years
      from the Connection to Grid Date and will not be affected in whatsoever
      kind by the transfer of the shares to the Purchaser. Therefore, the Seller
      shall be liable for any expiration and/or revocation of any Licenses which
      is not a result of any actions attributable to the
    Purchaser.

            


    

     

    
      	
              e. 

            	
              Guarantees

            


    

     

    
      	
              176.

            	
              The
      Seller warrants and represents that all Guarantees have irrevocably and
      unconditionally been obtained, are fully valid and have been transferred
      to the Company where necessary. The Seller warrants and represents that
      none of the Guarantees will be affected in whatsoever kind by the transfer
      of the Shares to the Purchaser.

            


    

     

    
      	
              f.

            	
              Limitations
      and Exclusions

            


    

     

    
      	
              177. 

            	
              The
      Seller’s guarantee and liability shall be limited in
  case:

            


    

     

    
      
        	
              	
                (i)

              	
                the
      Purchaser neglectfully does not within appropriate time take all
      reasonable steps it can take without the aid of the Seller and/or its
      Sub-Contractors to mitigate the damage, wherefore the Seller’s liability
      shall only encompass such damage which (a) could not reasonably have been
      avoided by the Purchaser and/or (b) such damage which has subsequently
      arisen due to the Seller’s negligence to aid the Purchaser after
      notification of such damage by the
Purchaser;

              


      

    

     

    
      
        	
              	
                (ii)

              	
                a
      defect, damage or deficiency results from supplies and services of
      Sub-Contractors requested by the Purchaser, wherefore the Seller shall be
      obliged to assume liability only to the extent of such Sub-Contractor’s’s
      liability obligations.

              


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

       

      
        
          	
                  Acquisition Agreement

                	
                  65/65

                


        

      

       

      
        	
                178.

              	
                Excluded
      from the Seller’s guarantee and liability are all defects, damages and/or
      deficiencies which:

              


      

       

      
        
          	
                	
                  (i)

                	
                  are
      proven to not have their origin in bad material, faulty design or poor
      workmanship within the Seller’s, any of its Affiliate’s and/or its
      Sub-Contractors’ control;
and/or

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  do
      result from reasons beyond the Seller’s, any of its Affiliate’s and/or its
      Sub-Contractors’ control, e.g. those resulting from normal wear (general
      wear and tear like, but not limited to, electric overload, environmental
      pollution, electromagnetic disturbances);
and/or

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  which
      have their origin in improper maintenance, failure to observe the
      operating instructions, excessive loading, use of any unsuitable material,
      influence of chemical or electrolytic action, or resulting from other
      reasons beyond the Seller’s, any of its Affiliate’s and/or its
      Sub-Contractors control.

                


        

      

       

      
        	
                Y.
      

              	
                Consequences

              


      

       

      
        	
                179.

              	
                In
      case of violation of any of the above warranties and representations, such
      violation shall be regarded as a Material Breach of this Agreement,
      wherefore the terms and obligations as set forth in art. 215 et seq. herein shall
      apply.

              


      

       

      CHAPTER
10 – REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

       

      
        	
                A.
      

              	
                Corporate
      Organization

              


      

       

      
        	
                180.

              	
                The
      Purchaser warrants and represents to the Seller that the Purchaser is a
      company which is duly organized and validly existing under the laws of its
      jurisdiction of establishment, and has all requisite corporate power and
      authority to own, lease and operate its properties and to carry on its
      business as now being conducted.

              


      

       

      
        	
                B.
      

              	
                No
      Violations

              


      

       

      
        	
                181.

              	
                The
      Purchaser warrants and represents to the Seller that neither the execution
      and delivery of this Agreement by the Purchaser nor the consummation by
      the Purchaser of the transactions contemplated hereby,
    will:

              


      

       

      
        
          	
                	
                  (i)

                	
                  violate
      or constitute a breach of, or a default (or an event which, with notice or
      lapse of time, or both, would constitute a default) under, any law, rule,
      regulation, judgment, decree, ruling or order of any court, or
      governmental agency to which the Purchaser is subject, or under any
      agreement or instrument of the Purchaser or to which the Purchaser is
      subject or is a party, which violation, breach or default referred to in
      this clause;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  violate
      or constitute a breach of any term or provision of any contract,
      agreement, lease or other commitment which the Purchaser is a party or by
      which the Purchaser is bound;

                


        

      

       

      
        	
              	
                (iii)

              	
                would
      have a Material Adverse Effect.

              


      

       

      
        	
                C.
      

              	
                Consents and
      Approvals

              


      

       

      
        	
                182.

              	
                The
      Purchaser warrants and represents to the Seller that no consents or
      approvals of or filings or registrations with any governmental authority
      or agency are required to be obtained in connection
  with:

              


      

       

      
        
          	
                	
                  (i)

                	
                  the
      execution and delivery by the Purchaser of this Agreement
    and

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  the
      consummation by the Purchaser of the transactions contemplated
      hereby.

                


        

      

       

      
        	
                D.

              	
                Authorization,
      Validity and Enforceability

              


      

       

      
        	
                183.

              	
                The
      Purchaser warrants and represents to the Seller that the Purchaser has
      full power and the authority to execute and deliver this Agreement and to
      consummate the transactions contemplated hereby. This Agreement
      constitutes the legal, valid and binding obligation of the Purchaser
      enforceable in accordance with its
terms

              


      

       

      
        	
                184.

              	
                The
      Purchaser warrants and represents to the Seller that this Agreement
      constitutes the legal, valid and binding agreement of the Purchaser, and
      to the extent enforceable under the applicable laws, enforceable in
      accordance with its terms subject to applicable bankruptcy, insolvency,
      moratorium, reorganization or similar laws affecting creditors’ rights
      generally now or hereafter in
effect.

              


      

       

      
        	
                185.

              	
                The
      Purchaser warrants and represents that there is no pending action,
      arbitrage or judicial procedure or administrative measure or any other
      case which could affect the validity or the due performance of the
      agreement. The Purchaser warrants and represents that to his knowledge no
      such proceedings are anticipated to commence during the term of this
      Agreement.

              


      

       

      
        	
                E.

              	
                Funds

              


      

       

      
        	
                186.

              	
                The
      Purchaser warrants and represents that the Purchaser has sufficient funds
      to complete the transactions contemplated herein and is able to pay the
      Purchase Price as set forth in art. 81 et seq.
      hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    66/66

                  


          

        

         


        CHAPTER
11 – CONFIDENTIALITY

         

        
          
            	
                    A. 

                  	
                    Confidential
      Information

                  


          

        

      

       

      
        
          	
                  187.

                	
                  Any
      information in any form whatsoever (including, but not limited to,
      disclosure made in writing, orally or in the form of restricted websites,
      samples, graphics, machine-readable information, business-plans,
      agreements, services, customers, marketing and accounting, patents,
      patent-applications, research, product plans, products, developments,
      inventions, processes, designs, drawings, engineering, formulae, markets,
      software including source and object code, hardware configuration,
      algorithms, models, computer programs or otherwise) especially regarding,
      without being limited to, the acquisition of the Company and the Power
      Plant, the Parties of the acquisition, any and all details related to such
      acquisition, including, without being limited to, the Purchase Price, the
      content of this Agreement, the time schedule of the acquisition, any
      details regarding the construction of the Power Plant as well as other
      business information of the Purchaser and/or its Affiliates shall be
      considered to be confidential information (hereinafter referred to as: “Confidential
      Information”).

                


        

      

       

      
        	
                188.

              	
                Confidential
      Information shall also encompass all facts which are not open to the
      public and for which due to their nature it may be assumed that the
      Disclosing Party or any of its subsidiaries and Affiliates may want to
      keep them confidential such as, without being limited
  to:

              


      

       

      
        
          	
                	
                  (i)

                	
                  all
      business and fabrication secrets of the Disclosing Party or any of its
      subsidiaries and Affiliates;
and

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  any
      information about customers and suppliers, contracts, partners, strategy
      and organization, financials and accounting of the Disclosing Party or any
      of its subsidiaries and
Affiliates;

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  and
      especially any information regarding the negotiation or contractual
      execution of mergers and acquisitions of companies, businesses, assets,
      know-how, licences, patents, trademarks as well as of any other right
      regardless of whether such negotiation and/or contractual execution is
      performed directly by the Disclosing Party or indirectly through a
      subsidiary or through one of its
Affiliates.

                


        

      

       

      
        	
                189.

              	
                The
      term Confidential Information shall not include any information disclosed
      or either directly or indirectly made available by the Disclosing Party to
      the Receiving Party which:

              


      

       

      
        
          	
                	
                  (i)

                	
                  is
      or becomes publicly available otherwise than through an act or negligence
      of the Receiving Party and, without being limited to, of any director,
      Employee, consultant, contractor, agent, and similar third party of the
      Receiving Party;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  is
      legitimately obtained at any time by the Receiving Party from a third
      party:

                


        

      

       

      
        	
              	
                -

              	
                without
      restrictions in respect of disclosure or use;
  and

              


      

       

      
        	
              	
                -

              	
                without
      such third party being either directly or indirectly subject to a
      confidentiality duty with regard to Confidential Information as defined in
      this Agreement or to a similar confidentiality duty towards the Disclosing
      Party or any of its subsidiaries and Affiliates;
  and

              


      

       

      
        	
              	
                -

              	
                to
      the extent that it may be reasonable assumed by the nature of the
      information that Disclosing Party or any of its subsidiaries and
      Affiliates may not have an interest in keeping such information
      confidential, if such third party is not or only partially subject to a
      confidentiality duty.

              


      

       

      
        	
                190.

              	
                The
      term Confidential Information shall not include any information disclosed
      or either directly or indirectly made available by the Disclosing Party to
      the Receiving Party which must reasonably be used and/or disclosed by the
      Receiving Party for the successful operation of the Power Plant as well as
      in order to guarantee a gapless and complete insurance coverage of the
      Power Plant.

              


      

       

      
        	
                B.

              	
                Non Disclosure of
      Confidential Information

              


      

       

      
        	
                191.

              	
                According
      to the terms and provisions as set forth in this Chapter of this Agreement
      (hereinafter referred to as: “Confidentiality
      Obligation”),
      the Receiving Party and, without being limited to, any director,
      Employee, consultant, contractor, agent, and/or similar third party of the
      Receiving Party shall not disclose Confidential Information to any third
      party.

              


      

       

      
        	
                192.

              	
                In
      addition the Receiving Party shall be fully liable
  for:

              


      

       

      
        
          	
                	
                  (i)

                	
                  any
      loss, theft or other inadvertent disclosure of Confidential
      Information;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  any
      disclosure of Confidential Information by own persons (including, but not
      limited to, present, former and future Employees, agents, consultants
      etc.) or by Affiliates towards third
parties.

                


        

      

       

      
        	
                193.

              	
                The
      Receiving Party shall not be liable for unauthorised disclosure if it has
      not acted neglectfully and it has used the degree of care in safeguarding
      such Confidential Information as it is reasonably required by the
      circumstances and by the degree of
  confidentiality.

              


      

       

      
        	
                194.

              	
                The
      Receiving Party must in any case protect Confidential Information
      according the degree of care reasonably required by the degree of
      confidentiality and by the circumstances, and, upon becoming aware of such
      inadvertent or unauthorized disclosure, it must take reasonable measures
      to mitigate the effects of such disclosure and to prevent any further
      disclosure on its own cost.

              


      

       

      
        	
                C.

              	
                Use of Confidential
      Information

              


      

       

      
        	
                195.

              	
                The
      Receiving Party is entitled to use Confidential Information only to the
      extent as stipulated in this Confidentiality Obligation and for the
      purposes as defined in this Agreement. Any further use is explicitly
      excluded.

              


      

       

      
        	
                D.

              	
                Permitted disclosure
      of Confidential Information

              


      

       

      
        	
                a.

              	
                Disclosure
      within the structure of the Receiving
Party

              


      

       

      
        	
                196.

              	
                The
      Receiving Party shall limit the dissemination of Confidential Information
      to its directors, Employees and consultants having a reasonable need to
      receive such information.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    67/67

                  


          

        

         

      

      
        	
                197.

              	
                Such
      directors, Employees and consultants are entitled to use the Confidential
      Information but only to the same extent the Receiving Party is permitted
      to do so under the restrictions of this Confidentiality
      Obligation.

              


      

       

      
        	
                198.

              	
                The
      Receiving Party hereby warrants that any director, Employee and consultant
      to which Confidential Information is disclosed will be bound and will
      abide by the terms of this Confidentiality
  Obligation.

              


      

       

      
        	
                b.

              	
                Disclosure
      to third parties

              


      

       

      
        	
                199.

              	
                The
      Parties acknowledge that the Receiving Party may disclose Confidential
      Information to its contractors, agents and any other third parties which
      do not qualify as directors, Employees or consultants of the Receiving
      Party only upon prior written consent of the Disclosing Party which may
      have an interest in keeping such Confidential Information
      confidential.

              


      

       

      
        	
                200.

              	
                The
      Receiving Party hereby warrants that any contractor, agent and any other
      third party to which Confidential Information is disclosed will be bound
      and will abide by the terms of this Confidentiality Obligation. The
      consent of the Disclosing Party shall depend upon prior presentation of
      such a non-disclosure agreement.

              


      

       

      
        	
                c.

              	
                Permitted
      disclosure

              


      

       

      
        	
                201.

              	
                Notwithstanding
      the provisions of this Confidentiality Obligation, the Receiving Party
      shall not be prevented to disclose Confidential Information and no
      liability will result thereof if such
  disclosure:

              


      

       

      
        
          	
                	
                  (i)

                	
                  is
      in response to a valid order of a court or any other governmental body
      having jurisdiction over this Confidentiality Agreement or the entire
      Agreement.

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  is
      otherwise required by law, provided that the Receiving Party, to the
      extent possible, has made all reasonable
  efforts:

                


        

      

       

      
        	
              	
                -

              	
                to
      give prior written notice to the Disclosing Party which may have an
      interest in keeping such Confidential Information confidential;
      and

              


      

       

      
        	
              	
                -

              	
                to
      protect the Confidential Information in connection with such
      disclosure.

              


      

       

      
        	
                E.

              	
                Copying and return of
      furnished Confidential
Information

              


      

       

      
        	
                202.

              	
                The
      Receiving Party shall not be entitled to copy samples, models, computer
      programs, drawings, drafts, documents and other instruments furnished by
      the Disclosing Party hereunder and containing Confidential Information,
      unless and to the extent it is necessary for the purpose of this Agreement
      and for which the Confidential Information has been given by the
      Disclosing Party.

              


      

       

      
        
          	
                  203.

                	
                  All
      samples, models, computer programs, access codes to restricted-websites,
      drawings, drafts, documents and other instruments furnished hereunder and
      containing Confidential Information shall remain the property of the
      Disclosing Party. Upon the request such instruments or copies thereof
      shall be promptly returned or destroyed by the Receiving Party according
      to the instruction of the Disclosing Party or any of its subsidiaries and
      Affiliates.

                


        

      

       

      
        	
                F.

              	
                Indemnities,
      injunctive relief

              


      

       

      
        	
                204.

              	
                The
      Parties agree that each violation of the terms of this Confidentiality
      Obligation shall allow the Disclosing Party or any of its subsidiaries and
      Affiliates to claim damages from the Receiving Party. The Disclosing Party
      or any of its subsidiaries and Affiliates shall be obliged to deliver
      proof of actual damage.

              


      

       

      
        	
                205.

              	
                In
      addition to any other remedies that may be available, in law, in equity,
      provided in this Agreement or otherwise, Disclosing Party or any of its
      subsidiaries and Affiliates shall be
entitled:

              


      

       

      
        
          	
                	
                  (i)

                	
                  to
      obtain injunctive relief against the threatened breach of this
      Confidentiality Obligation or the continuation of any such breach by the
      Receiving Party, without the necessity of proving actual damages;
      and

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  to
      be indemnified by the Receiving Party from any loss or harm, including but
      not limited to attorney’s fees, arising out of or in connection with any
      breach or enforcement of the Receiving Party’s obligations under this
      Confidentiality Obligation or the unauthorised use or disclosure of the
      Confidential Information.

                


        

      

       

      
        	
                G.

              	
                Term and
      Termination

              


      

       

      
        	
                206.

              	
                The
      provisions of this Confidentiality Obligation shall apply retroactively to
      any Confidential Information, which may have been disclosed prior to the
      Signing of this Agreement.

              


      

       

      
        	
                207.

              	
                This
      Confidentiality Obligation shall remain in force for a fixed period of ten
      (10) years from the Signing of this Agreement. After the end of this term
      of ten (10) years this Confidentiality Obligation is automatically renewed
      for a further term of one (1) year unless one Party terminates this
      Confidentiality Obligation by giving written notice with a notice period
      of six (6) months.

              


      

       

      
        	
                H.

              	
                No Rights
      Granted

              


      

       

      
        	
                208.

              	
                Nothing
      in this Confidentiality Obligation shall be construed as granting any
      rights under any patent, copyright or other Intellectual Property Right of
      either Party, nor shall this Confidentiality Obligation grant the
      Receiving Party any rights in or to the Confidential Information other
      than the limited right to review such Confidential Information solely for
      the purpose for which the Confidential Information has been given by the
      Disclosing Party.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    68/68

                  


          

        

         

      

      
        	
                I.

              	
                Successors
      and Assigns

              


      

       

      
        	
                209.

              	
                The
      term and conditions of this Confidentiality Obligation shall inure to the
      benefit of and be binding upon the respective successors and assigns of
      the Parties, provided that Confidential Information may not be assigned
      without the prior written consent of the Disclosing Party. Nothing in this
      Confidentiality Obligation, express or implied, is intended to confer upon
      any Party other than the Parties hereto or their respective successors and
      assigns any rights, remedies, obligations, or liabilities under or by
      reason of this Confidentiality Obligation and/or this Agreement, except as
      expressly provided herein.

              


      

       

      
        	
                J.

              	
                Entire
      Agreement

              


      

       

      
        	
                210.

              	
                This
      Confidentiality Obligation constitutes the entire agreement regarding
      Confidential Information between the Parties pertaining to the subject
      matter hereof, and merges all prior agreements, negotiations and drafts
      between the Parties with regard to the transactions contemplated in this
      Agreement. Any and all other written or oral agreements existing between
      the Parties regarding such transactions are expressly
      cancelled.

              


      

       

      CHAPTER
12 – SIGNING AND ENTERING INTO FORCE

       

      
        	
                A.

              	
                Signing Date and
      Procedure

              


      

       

      
        	
                211.

              	
                The
      Signing of this Agreement shall take place as mutually designated by the
      Parties hereto at the Signing Date. The Signing will take place by a
      simultaneously exchange of agreements properly signed by the Seller and
      the Purchaser, whereas the exchange of the signed Agreements via fax shall
      be deemed to be sufficient.

              


      

       

      
        	
                B.

              	
                Entering into
      Force

              


      

       

      
        	
                212.

              	
                This
      Agreement shall enter into force immediately after Signing by duly
      authorized officers of both
Parties.

              


      

       

      CHAPTER
13 – TERMINATION AND MATERIAL BREACH

       

      
        	
                A.

              	
                Termination

              


      

       

      
        
          	
                  213.

                	
                  This
      Agreement may be terminated at any time prior to the
    Closing:

                


        

      

       

      
        
          	
                	
                  (i)

                	
                  by
      the mutual consent of the Purchaser and the Seller in a written
      instrument;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  by
      the Purchaser in case the Seller commits a Material Breach as set forth in
      art. 215 hereof.

                


        

         

      

      
        	
                B.

              	
                Effect of
      Termination

              


      

       

      
        	
                214.

              	
                In
      the event of termination of this Agreement and abandonment of the
      transactions contemplated hereby pursuant to art. 213 et seq., no Party
      hereto (or any of its directors, officers, Employees, or agents) shall
      have any liability or further obligation to the other Party, except as
      provided herein and except that nothing herein will relieve any Party from
      any liability arising under this Agreement as a result of a breach thereof
      occurring prior to such
termination.

              


      

       

      
        	
                C.

              	
                Material
      Breach

              


      

       

      
        	
                215.

              	
                A
      Material Breach shall be given whenever a
Party:

              


      

       

      
        
          	
                	
                  (i)

                	
                  has
      committed a severe breach or default of a contractual obligation, which
      includes, without being limited to, (a) disobeying, ignoring and/or not
      fulfilling the binding instructions given by the Purchaser as set forth in
      this Agreement (e.g. in art. 38), and (b) violations of the warranties and
      representations given by the Party;
and

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  the
      contractual obligation is an obligation which can be reasonably requested
      in order to achieve the successful acquisition of the Company and the
      Power Plant with the agreed specifications, including, without being
      limited to, the achievement of Grid Connection until the agreed Connection
      to Grid Date (e.g. no objectively impossible or illegal requests) or is an
      obligation set forth in this Agreement;
and

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  the
      severe breach or default has led to a disadvantage or even a damage which
      cannot easily be remedied.

                


        

      

       

      
        	
                216.

              	
                A
      Material Breach shall not be given in case the severe breach or default of
      a contractual obligation:

              


      

       

      
        
          	
                	
                  (i)

                	
                  is
      based exclusively on binding instructions and/or directives given by the
      Purchaser to the Seller pursuant to art. 38 which lead to a severe breach
      or a default which has not been caused by unlawful intent or negligence of
      the Seller; or

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  is
      based exclusively on actions undertaken by the Purchaser;
    or

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  qualifies
      as Force Majeure as set forth in art. 224 et seq. of this Agreement and such
      severe breach or default has occured after Closing of this
      Agreement.

                


        

      

       

      
        	
                217.

              	
                The
      Parties acknowledge and agree that each Party shall be entitled to seek
      injunctive relief against the other Party in the event of a Material
      Breach without proof of actual
damages.

              


      

       

      
        	
                a.

              	
                Material
      Breach of the Seller

              


      

       

      
        	
                218.

              	
                In
      case a Material Breach as set forth in art. 215 is committed by the Seller
      and such Material Breach is discovered prior to the Closing of this
      Agreement, the Purchaser shall be
entitled:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    69/69

                  


          

        

         

      

      
        
          	
                	
                  (i)

                	
                  either
      to give written notice to the Seller to abide by the provisions set forth
      in this Agreement and rectify the situation within a period of ten (10)
      days or such longer period of time as stipulated by the Purchaser in the
      written notice, whereas the Seller shall perform any necessary repairs
      and/or changes to the Power Plant at its own costs;
  or

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  to
      claim a reduction of the Purchase Price in proportion to the disadvantage
      and/or damage which has resulted from the Material Breach;
    or

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  to
      terminate the entire Acquisition Agreement, in which case the entire
      Acquisition Agreement is terminated and no Purchase Price is owed by the
      Purchaser.

                


        

      

       

      In case
the Seller does not abide by the provisions of this Agreement and rectify the
situation within the granted time frame as set forth in par. (i) above, the
Purchaser shall be entitled to claim a reduction of the Purchase Price or to
terminate the Acquisition Agreement according to par. (ii) and (iii)
above.

       

      Notwithstanding
the Purchaser’s course of action, the Purchaser shall in any case of a Material
Breach additionally be entitled to claim indemnification as set forth in Chapter
14 hereof.

       

      
        	
                219.

              	
                In
      case a Material Breach as set forth in art. 215 is committed by the Seller
      and such Material Breach is discovered after the Closing of this
      Agreement, the Purchaser shall be
entitled:

              


      

       

      
        
          	
                	
                  (i)

                	
                  either
      to give written notice to the Seller to abide by the provisions set forth
      in this Agreement and rectify the situation within a period of twenty (20)
      days or such longer period of time as stipulated by the Purchaser in the
      written notice, whereas the Seller shall perform any necessary repairs
      and/or changes to the Power Plant at its own costs;
  or

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  to
      engage any third party to perform such necessary repairs and/or changes to
      the Power Plant, whereupon the Seller shall be obliged to cover the costs
      of such repairs and/or changes to the Power
  Plant.

                


        

      

       

      In case
the Seller does not abide by the provisions of this Agreement and rectify the
situation within the granted time frame as set forth in par. (i) above, the
Purchaser shall be entitled to engage a third party according to par. (ii)
above.

       

      Notwithstanding
the Purchaser’s course of action, the Purchaser shall in any case of a Material
Breach additionally be entitled to claim indemnification as set forth in Chapter
14 hereof.

       

      
        	
                220.

              	
                In
      case the Purchaser claims a reduction of the Purchase Price in proportion
      to the disadvantage and/or damage which has resulted from the Material
      Breach as foreseen in art. 218 par. (ii), the Purchaser shall be entitled
      to directly deduct such amount from the Purchase
  Price.

              


      

       

      The
reduction shall amount to:

       

      
        
          	
                	
                  (i)

                	
                  the
      actual damage to the Power Plant or any part thereof resulting directly
      from the Material Breach, whereas the monetary amount of such damage shall
      be determined by the invoices for the repairs of the damage, including VAT
      and any other charges for the repairs;
plus

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  the
      consequential damage to the Power Plant or any part thereof resulting
      indirectly from the Material Breach, whereas the monetary amount of such
      damage shall be determined by the invoices for the repairs of the damage,
      including VAT and any other charges for the repairs;
  plus

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  the
      loss of profit resulting from a delay of Grid Connection, reduced Capacity
      of the Power Plant and/or reduced Feed-in Tariff, all resulting directly
      or indirectly from the Material
Breach.

                


        

      

       

      
        	
                221.

              	
                In
      case only a part of the Power Plant reaches Grid Connection at the Grid
      Connection Date, the Purchaser shall be
  entitled:

              


      

       

      
        
          
            	
                  	
                    (i)

                  	
                    to
      demand the continuation of the construction of the remaining parts in
      order to achieve Grid Connection of the remaining parts, whereas the
      Purchaser may claim a reduction of the Purchase Price which shall be
      calculated according to the regulations as set forth in art. 220
      hereof;

                  


          

        

      

       

      
        
          
            	
                  	
                    (ii)

                  	
                    to
      demand that the Seller shall not continue with the construction of the
      remaining parts, whereas the Purchaser will acquire only the Power Plant
      with the parts that have achieved Grid Connection, in which case the
      Purchase Price shall be recalculated on the basis of the Capacity which
      has effectively been reached and for which Grid Connection has been
      achieved;

                  


          

        

      

       

      
        
          
            	
                  	
                    (iii)

                  	
                    to
      negotiate an individual agreement with the Seller based on the particular
      case, without prejudice to any of the Purchaser’s rights under this
      Agreement;

                  


          

        

      

       

      
        
          
            	
                  	
                    (iv)

                  	
                    to
      terminate the entire Acquisition Agreement, in which case the entire
      Acquisition Agreement is terminated and no Purchase Price is owed by the
      Purchaser.

                  


          

        

      

       

      
        	
                222.

              	
                The
      Purchaser shall in any case of a Material Breach be entitled to claim
      indemnification for any suffered damage, which includes, without being
      limited to, indemnification for actual and direct damage, for indirect and
      consequential damage and for loss of profit, as set forth in Chapter 14
      hereof.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    70/70

                  


          

        

         

      

      
        	
                b.

              	
                Material
      Breach of the Purchaser

              


      

       

      
        	
                223.

              	
                In
      case a Material Breach is committed by the Purchaser, the Seller shall
      give written notice to the Purchaser to abide by the provisions set forth
      in this Agreement and rectify the situation within a period of twenty (20)
      days. In case the Purchaser does not or cannot rectify the Material Breach
      within the aforementioned time frame, the Seller shall be entitled to
      claim interest on the Purchase Price in the amount of five (5) percent
      p.a.

              


      

       

      The
Seller shall not be entitled to claim any further indemnification based on the
Material Breach of the Purchaser.

       

      
        	
                D.

              	
                Force
      Majeure

              


      

       

      
        	
                224.

              	
                As
      Force Majeure shall be designated any severe breach or default of a
      contractual obligation of which the Party which has committed such breach
      or default can prove that:

              


      

       

      
        
          	
                	
                  (i)

                	
                  its
      failure to perform was caused by an impediment beyond its reasonable
      control which has not directly or indirectly been caused by the
      Party;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  it
      could not reasonably have been expected to have taken the occurrence of
      the impediment into account at the time of the Signing of the Agreement;
      and

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  it
      could not reasonably have avoided or overcome the effects of the
      impediment.

                


        

      

       

      
        	
                225.

              	
                Where
      a Party commits any severe breach or default of a contractual obligation
      because of default by a third party whom it has engaged to perform the
      whole or part of the Agreement, such breach or default shall be regarded
      as Force Majeure only in case the
Party:

              


      

       

      
        	
              	
                (i)

              	
                establishes
      the requirements set out in art. 224;
and

              


      

       

      
        
          	
                	
                  (ii)

                	
                  proves
      that the same requirements apply to the third
  party.

                


        

      

       

      
        	
                226.

              	
                As
      impediment as set forth in art. 224 (i) and (ii) hereof shall in any case
      be regarded the occurrence of one or more of the following
      events:

              


      

       

      
        
          	
                	
                  (i)

                	
                  war
      (whether declared or not), armed conflict or the serious threat of the
      same (including, without limitation, hostile attack, blockade or military
      embargo), hostilities, invasion, act of a foreign enemy, and/or extensive
      military mobilisation;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  civil
      war, riot, rebellion, revolution, military or usurped power, insurrection,
      civil commotion or disorder, mob violence, and/or act of civil
      disobedience;

                


        

      

       

      
        	
              	
                (iii)

              	
                act
      of terrorism;

              


      

       

      
        
          	
                	
                  (iv)

                	
                  act
      of authority whether lawful or unlawful, compliance with any law or
      governmental order, rule, regulation or direction, curfew restriction,
      expropriation, compulsory acquisition, seizure of works, requisition,
      and/or nationalization;

                


        

      

       

      
        
          	
                	
                  (v)

                	
                  act
      of God, plague, epidemic, natural disaster including, without limitation,
      violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake,
      volcanic activity landslide, tidal wave, tsunami, flood, damage or
      destruction by lightning, and/or
drought;

                


        

      

       

      
        	
              	
                (vi)

              	
                act
      of sabotage or piracy;

              


      

       

      
        
          	
                	
                  (vii)

                	
                  explosion,
      fire, destruction of machines, equipment, factories and of any kind of
      installation, prolonged breakdown of transport, telecommunication or
      electric current; or

                


        

      

       

      
        
          	
                	
                  (viii)

                	
                  general
      or regional labour disturbance including, but not limited to, boycott,
      strike and lock-out, go-slow, or occupation of factories and
      premises.

                


        

      

       

      CHAPTER
14 - INDEMNIFICATION

       

      
        	
                A.

              	
                Indemnification by the
      Seller

              


      

       

      
        	
                227.

              	
                The
      Seller shall indemnify and hold harmless the Purchaser, any Affiliate
      thereof and the directors, officers and Employees of the Purchaser or any
      such Affiliate from and against any and all Losses arising out of any
      breach by the Seller of any representation, warranty, agreement or
      covenant herein, out of any liabilities of the Company related to the
      period prior to the Closing of this Agreement directly or indirectly, and
      out of any claim of any Employees or ex-employees arising out of any act
      or omission by the Seller or the Company or any other act or occurrence
      relating to employment during the period prior to the Closing of this
      Agreement, of which the Purchaser gives notice to the Seller within twenty
      (20) years after the Closing and except for indemnifications related to
      Taxes, which shall survive for 10 years after Closing. Exception to such
      indemnification by the Seller is made for Losses and claims which are
      directly or indirectly predominantly caused by the Purchaser, e.g. the
      Purchaser’s instruction to the Seller prior to the
  Closing.

              


      

       

      
        	
                B.

              	
                Indemnification by the
      Purchaser

              


      

       

      
        	
                228.

              	
                The
      Purchaser shall indemnify and hold harmless the Seller and the directors,
      officers and Employees of the Seller from and against any and all Losses
      arising out of any breach by the Purchaser of any representation,
      warranty, agreement or covenant herein of which the Seller gives notice to
      the Purchaser within two years after the Closing of this
      Agreement.

              


      

       

      
        	
                C.

              	
                Limitation of
      Indemnification Obligations

              


      

       

      
        	
                229.

              	
                Notwithstanding
      the provisions of art. 227 to art. 228, the following limits shall apply
      to the indemnification and hold harmless undertaking of either Party
      hereto:

              


      

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            
              	
                      Acquisition Agreement

                    	
                      71/71

                    


            

          

           

        

        
          	
                	
                  (i)

                	
                  neither
      the Purchaser nor the Seller shall be required to indemnify the other
      party unless the amount of any such indemnification obligations exceed EUR
      10’000 (Euro
      tenthousand), in the case
      of tax claims in the aggregate and, in such event, the Purchaser or the
      Seller (as appropriate) shall be responsible for the entire amount of such
      obligation;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  in
      no event shall the Purchaser be obliged to indemnify the Seller in an
      amount in excess of EUR 50’000 (Euro fiftythousand). These limitation shall not
      apply to any obligation under Chapter
9

                


        

      

       

      
        	
                230.

              	
                Consistent
      with art. 227 to art. 228, all indemnification payments made pursuant to
      this Chapter shall be in such amounts so that the net effect thereof is to
      place the indemnified party in the same position it would have been had if
      the loss for which indemnification is given had not occurred. Each Person
      seeking indemnification hereunder shall correct or mitigate, to the extent
      practicable, any loss suffered by such Person for which indemnification is
      claimed, and the indemnifying party shall be liable only for the amount
      thereof which is net of any insurance proceeds, tax savings realized or to
      be realized and other amounts paid by, or offset against any amount owed
      to, any Person not a party to this Agreement. If a Person which has a
      right of indemnification under this Chapter reasonably can, by expenditure
      of money, mitigate or otherwise reduce or eliminate any loss for which
      indemnification would otherwise be claimed, such Person shall take such
      action and shall be entitled to reimbursement for such
      expenditures.

              


      

       

      
        	
                231.

              	
                Any
      Person who may be eligible for indemnification hereunder shall not
      voluntarily assist any third party in bringing any claims that would
      trigger indemnification hereunder.

              


      

       

      
        	
                D.

              	
                Procedure; Conditions
      to Indemnification

              


      

       

      
        	
                232.

              	
                A
      Party’s right to obtain indemnification or to be held harmless pursuant to
      art. 227 to art. 228 shall be subject to the
  following:

              


      

       

      
        
          	
                	
                  (i)

                	
                  Notice. Each party hereunder
      which believes itself being entitled to be indemnified or held harmless
      pursuant to art. 227 to art. 228 (hereinafter referred to as the: “Indemnified Party”) shall provide prompt notice
      in writing to each party from which the indemnity or hold harmless may be
      sought hereunder (hereinafter referred to as the: “Indemnifying Party”) upon the Indemnified Party’s
      obtaining knowledge of facts indicating that there may be a basis for a
      claim by the Indemnified Party for indemnification or to be held harmless
      under the provisions of this Chapter. Such notice shall be provided as
      soon as is reasonably practicable under the circumstances subsequent to
      obtaining knowledge of facts as above stated or receipt by the Indemnified
      Party of notice of any demand, assertion, claim, action or proceeding,
      judicial or otherwise, by any third party, with respect to any matter as
      to which the Indemnified Party may be entitled to indemnification or to be
      held harmless under the provisions of this Chapter. Every notice in
      writing provided by an Indemnified Party to an Indemnifying Party under
      this provision shall include a statement by the Indemnified Party of the
      information which the Indemnified Party then has with respect to the
      subject matter of the claim by the Indemnified Party and of the third
      party claim which is the subject of the notice, including a statement of
      the amount of the claim for which indemnity or hold harmless is sought.
      The Indemnifying Party shall not be obliged to indemnify or to hold
      harmless the Indemnified Party for any claims, including claims by third
      parties, as to which prompt notice as required above has not been provided
      to the extent the amount required to discharge a claim by a third party,
      through settlement or otherwise, has increased due to any delay in
      providing the notice or any inaccuracies or insufficiencies in the
      provision of information by the Indemnified Party. Only to the extent that
      there is an unreasonable delay in the notification of the Indemnifying
      Party by the Indemnified Party and to the extent that the Indemnifying
      Party is thereby adversely affected, the Indemnifying Party shall be
      released to the extent of its damage thereby. For the avoidance of doubt,
      the Purchaser is relieved from any provisions of law which may oblige the
      Purchaser to conduct an inspection or examination of the Company as a
      condition to claim any indemnification from the
  Seller.

                


        

      

       

      
        
          
            	
                  	
                    (ii)

                  	
                    Right
      to Contest and Defend. The Indemnifying Party
      shall be entitled, at its own cost and expense, to contest and defend any
      claim by a third party with respect to which it has been provided notice
      by an Indemnified Party under the provisions of this Chapter. The
      Indemnifying Party shall, within a reasonable time in light of the
      circumstances then existing, provide the Indemnified Party notice of the
      Indemnifying Party’s election to so contest and defend a third party
      claim.

                  


          

        

      

       

      
        
          
            	
                  	
                    (iii)

                  	
                    Right
      to Control.
      The Indemnifying Party shall have complete and exclusive control of
      all matters relating to the defence of every third party claim as to which
      it has issued notice of its election to contest and defend pursuant to the
      above sub-paragraph (ii). In such event, the Indemnifying Party may elect
      to conduct the defence in its own name or in the name of the Indemnified
      Party. Unless the Indemnifying Party reasonably determines that
      participation would not facilitate the defence of the third party claim,
      the Indemnified Party shall be permitted, at its own expense, to
      participate in proceedings and to be represented by attorneys of its own
      choosing with respect to any such third party claim; provided, however, no
      such participation by an Indemnified Party shall limit in any respect the
      Indemnifying Party’s full authority to determine all action to be taken
      with respect to the third party
claim.

                  


          

        

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          
            
              	
                      Acquisition Agreement

                    	
                      72/72

                    


            

          

           

        

        
          	
                	
                  (iv)

                	
                  Cooperation. The Indemnified Party
      shall cooperate with the Indemnifying Party and its counsel in contesting
      any claim that the Indemnifying Party elects to contest, or, if
      appropriate in the Indemnifying Party’s sole judgment, in making any
      counterclaim against the Person asserting the third party claim, or any
      cross-complaint or third party complaint against any Person, and shall
      take such other action as may be reasonably requested by an Indemnifying
      Party to reduce or eliminate any loss or expense for which the
      Indemnifying Party would be responsible. The Indemnifying Party shall
      reimburse the Indemnified Party for the additional, actual and reasonable
      costs incurred by the Indemnified Party in and for the performance of such
      cooperative activities specifically requested by the Indemnifying
      Party.

                


        

      

       

      
        	
              	
                (v)

              	
                Right
      to Abandon. Pay or Compromise Third Party Claims. At any time after an
      Indemnifying Party has elected to contest and defend a third party claim
      pursuant to the above sub-paragraph (ii), the Indemnifying Party may
      determine to abandon such contest or to pay or compromise the third party
      claim, in which event the Indemnifying Party shall provide the Indemnified
      Party notice in writing of such determination. The Indemnified Party shall
      cooperate fully and assist in all activities necessary to accomplish the
      abandonment, payment or compromise of the third party claim by the
      Indemnifying Party, including the execution of all required agreements or
      other documents, unless the Indemnified Party shall provide notice in
      writing within five days of receipt of notice of the Indemnifying Party’s
      determination that the Indemnified Party objects to such determination of
      abandonment, payment or compromise. In the event the Indemnified Party
      determines that the contest should continue, the Indemnifying Party shall
      be liable to the Indemnified Party hereunder only to the extent of the
      lesser of:

              


      

       

      
        
          	
                	
                  (a)

                	
                  the
      amount which the other party to the contested third party claim had agreed
      to accept in payment or compromise as of the time of the Indemnifying
      Party’s notice to the Indemnified Party, less any expense incurred by the
      Indemnifying Party by reason of the Indemnified Party’s determination to
      continue the contest, or

                


        

      

       

      
        
          	
                	
                  (b)

                	
                  such
      amount for which the Indemnifying Party may be liable with respect to such
      claim by reason of the provisions hereof, less any expense incurred by the
      Indemnifying Party by reason of the Indemnified Party’s determination to
      continue the contest.

                


        

      

       

      
        	
              	
                (vi)

              	
                Indemnifying
      Party’s Election not to Contest or Defend a Third Party Claim. Should an Indemnifying
      Party elect, subsequent to receipt of the notice provided for in the above
      sub-paragraph (i), not to contest and defend a third party claim, the
      Indemnifying Party shall be bound to provide indemnification or hold
      harmless in conformance with the result obtained with respect thereto by
      the Indemnified Party; provided that the amount of indemnification (or
      hold harmless) shall not exceed the amount stated in the notice provided
      for in the above sub-paragraph (i) and the Indemnified Party shall have
      acted reasonably and in good faith in all matters relating to said third
      party claim.

              


      

       

      
        
          	
                	
                  (vii)

                	
                  Right
      to Participate.
      In any proceeding with respect to which the Indemnifying Party has
      elected not to contest and defend, the Indemnified Party shall permit the
      Indemnifying Party and its counsel to be present at, and to participate
      in, conferences with all Persons, including any governmental authorities,
      asserting any claim against the Indemnified Party or conferences with
      representatives of or counsel for such
Persons.

                


        

      

       

      
        	
                E.

              	
                Exclusivity

              


      

       

      
        
          	
                  233.

                	
                  Each
      Party’s right to indemnification for breach of representation, warranty,
      agreement or covenant under this Chapter shall preclude any other monetary
      award (whether at law or in equity) from the Indemnifying Party and shall
      preclude assertion by such party of any right to any such monetary award
      from the Indemnifying Party.

                


        

      

       

      CHAPTER
15 - MISCELLANEOUS

       

      
        	
                A.

              	
                Notices of
      Default

              


      

       

      
        	
                234.

              	
                The
      Purchaser and the Seller shall each promptly give written notice to the
      other Party upon becoming aware of the impending or threatened occurrence
      of any event which could reasonably be expected to cause or constitute a
      breach of any of their respective representations, warranties, covenants
      or agreements contained in this
Agreement.

              


      

       

      
        	
                B.

              	
                Assignment

              


      

       

      
        	
                235.

              	
                Neither
      this Agreement nor any of the rights, interests and/or obligations of
      either Party hereunder may be assigned by either of the parties hereto
      without the prior written consent of the other
  Party.

              


      

       

      The
Parties acknowledge that the Purchaser shall in any case be entitled to transfer
any rights, interests and/or obligations out of the Acquisition Agreement
without consent to any third party.

       

      
        	
                C.

              	
                Severability

              


      

       

      
        	
                236.

              	
                In
      the event that any provision of this Agreement or the application of any
      provision hereof is declared to be illegal, invalid or otherwise
      unenforceable by a court of competent jurisdiction, such provision shall
      be reformed, if possible, or otherwise deleted, and the remainder of this
      Agreement shall not be affected except to the extent necessary to reform
      such illegal, invalid or unenforceable provision unless reforming or
      deleting the provision held invalid shall substantially impair the
      benefits of the remaining portion of this Agreement. The same shall apply
      with regard to contractual lacunas. To the extent that the transfer of
      shares as foreseen in this Acquisition Agreement requires a separate share
      transfer/assignment agreement, such share transfer/assignment agreement
      shall not prejudice any of the rights and obligations of the Parties
      contained in this Acquisition Agreement and this Acquisition Agreement
      shall remain in force.

              


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

        
          
            	
                    Acquisition Agreement

                  	
                    73/73

                  


          

        

         

      

      
        
          	
                  D. 

                	
                  Binding
      Effect

                


        

      

       

      
        	
                237.

              	
                This
      Agreement and all of the provisions hereof shall be binding upon and inure
      to the benefit of the Parties hereto and their respective successors and
      permitted assigns.

              


      

       

      
        	
                E.

              	
                Notices

              


      

       

      
        	
                238.

              	
                All
      notices, requests, demands, consents and other communications given or
      required to be given under this Agreement shall be in writing and
      delivered to the applicable Party at the address indicated on the first
      page, or, as to each Party at such other address as shall be designated by
      such Party in a written notice to the other Party complying as to delivery
      with the terms of this article. All notices shall be in writing and may be
      sent by facsimile, or registered or certified mail, return receipt
      requested, postage prepaid. Notice shall be effective upon actual receipt
      thereof.

              


      

       

      
        	
                F.

              	
                Entire
      Agreement

              


      

       

      
        	
                239.

              	
                This
      Agreement contains the entire understanding of and all agreements between
      the Parties hereto with respect to the subject matter hereof and
      supersedes any prior or contemporaneous agreement or understanding, oral
      or written, pertaining to any such matters, which agreements or
      understandings shall be of no force or effect for any purpose; provided,
      however, that the terms of any confidentiality agreement between the
      Parties hereto previously entered into, to the extent not inconsistent
      with any provisions of this Agreement, shall continue to apply. This
      Agreement may not be amended or supplemented in any manner except by
      mutual agreement of the parties and as set forth in a writing signed by
      the parties hereto or their respective successors in
    interest.

              


      

       

      
        	
                G.

              	
                Third Party
      Beneficiaries

              


      

       

      
        	
                240.

              	
                Except
      as expressly provided in this Agreement, the parties hereto intend that
      this Agreement shall not benefit or create any right or cause of action in
      or on behalf of any Person other than the Parties
  hereto.

              


      

       

      
        	
                H.

              	
                Waiver

              


      

       

      
        	
                241.

              	
                The
      waiver of any breach of any provision under this Agreement by any Party
      shall not be deemed to be a waiver of any preceding or subsequent breach
      under this Agreement. No such waiver shall be effective unless in
      writing.

              


      

       

      
        	
                I.

              	
                Expenses

              


      

       

      
        	
                242.

              	
                Unless
      specifically provided otherwise in this Agreement, each Party
      shall bear and pay all costs and expenses which it incurs, or which may be
      incurred on its behalf in connection with the preparation of this
      Agreement and consummation of the transactions described herein, and the
      expenses, fees, and costs necessary for any approvals of the appropriate
      regulatory authorities.

              


      

       

      
        	
                J.

              	
                Language of the
      Agreement

              


      

       

      
        	
                243.

              	
                Unless
      otherwise specified, the ruling language of this Agreement and any
      disputes or differences decided in relation to it is English. If there are
      versions of any part of the Agreement that are written in more than one
      language, the version that is in the ruling language will
      prevail.

              


      

       

      
        	
                244.

              	
                Unless
      otherwise agreed in writing, the language for day-to-day communications
      between the Parties shall be the ruling language. Minor communications
      that do not need to be recorded may be in any
  language

              


      

       

      
        	
                K.

              	
                Good
      Faith

              


      

       

      
        	
                245.

              	
                In
      carrying out their obligations under this Agreement the Parties will act
      in accordance with the principles of good faith and fair dealing. The
      provisions of this Agreement, as well as any statements made by the
      Parties in connection with it, shall be interpreted in accordance with the
      principles of good faith and fair
dealing.

              


      

       

      
        	
                246.

              	
                Good
      faith and fair dealing in this context includes, without limiting this
      duty, the duty to co-operate, not to intentionally mislead, and to carry
      out the Agreement to the mutual benefit of both Parties, accepting that
      each is entitled to achieve its reasonable objectives, and requires the
      Parties to:

              


      

       

      
        
          	
                	
                  (i)

                	
                  share
      information relevant to the other Party, subject only to obligations of
      confidentiality;

                


        

      

       

      
        
          	
                	
                  (ii)

                	
                  co-operate
      and consult in such manner as necessary to achieve the completion of the
      construction and/or the
acquisition;

                


        

      

       

      
        
          	
                	
                  (iii)

                	
                  warn
      of the potential consequences, including cost consequences, of proposed
      actions;

                


        

      

       

      
        
          	
                	
                  (iv)

                	
                  avoid
      unnecessary interference in each other’s activities,
  and

                


        

      

       

      
        
          	
                	
                  (v)

                	
                  respond
      to enquiries in a timely manner, which, if possible, will not impede the
      progress of the construction and/or the
  acquisition.

                


        

      

       

      Whenever
consultation is required by this Agreement, it means there shall be a direct
exchange of opinions prior to any final decisions being taken about the matter
requiring consultation

      
        
        

      

       

      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

       

      
        
          
            	
                    Acquisition Agreement

                  	
                    74/74

                  


          

        

         

      

      
        
          	
                  L. 

                	
                  Governing
      Law

                


        

         

        
          	
                  247. 

                	
                  This
      Agreement shall be governed by and interpreted in accordance with the
      substantive laws of
      Switzerland at the exclusion
      of any norms of international private law regulating the collision of
      norms as well as at the exclusion of the UN-Convention on the
      International Sale of Goods
(CISG).

                


        

      

       

      
        	
                248.

              	
                To
      the extent that the transfer of shares as foreseen in this Acquisition
      Agreement requires a separate share transfer/assignment agreement subject
      to any other law than the law agreed in art. 247, such law shall be
      applicable exclusively for the aforementioned share transfer/ assignment
      agreement.

              


      

       

      
        	
                M. 

              	
                Jurisdiction

              


      

       

      
        	
                249. 

              	
                The
      Parties hereby agree to submit to the exclusive jurisdiction of the
      ordinary courts of Zurich with respect to the breach or
      interpretation of this Agreement or the enforcement of any and all rights,
      duties, liabilities, obligations, powers, and other relations between the
      parties arising under this
Agreement.

              


      

       

      
        	
                N. 

              	
                Counterparts

              


      

       

      
        
          	
                  250.

                	
                  This
      Agreement may be executed in two counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same instrument.

                


        

      

       

      *
* * *

       


      
        IN
WITNESS WHEREOF, the Parties hereto have caused this Annexe 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