Unassociated Document


    Exhibit
      10.1

     

    FIRST
      AMENDMENT TO 

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First
      Amendment”)
      is
      entered into as of October 31, 2008 (the “Effective
      Date”)
      by and
      between Premier Power Renewable Energy, Inc., a Delaware corporation (the
“Company”),
      Genesis Capital Advisors, LLC, a Nevada limited liability company (“Genesis”)
      and
      Vision Opportunity Master Fund, Ltd., a Cayman Islands limited company
      (“Vision”
and
      together with Genesis, are collectively referred to hereinafter as “Securityholders”).
      

    


    RECITALS

    


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


    


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

    


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

    


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

    


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

    


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

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    2. 
       Amendment
      to Section 1 of the Original RRA.
      The
      definition of “Registrable Securities”, as set forth in Section 1 of the
      Original RRA, shall be amended and replaced in its entirety with the following
      definition of “Registrable Securities”:

    


    “Registrable
      Securities”
means
      (a) all of the shares of Common Stock issuable upon conversion in full of the
      Preferred Stock (assuming on the date of determination the shares of Preferred
      Stock are converted in full without regard to any conversion limitations
      therein) or shares of Common Stock owned by Genesis Capital Advisors, LLC,
      pari
      passu, (b) all Warrant Shares (assuming on the date of determination the
      Warrants are exercised in full without regard to any exercise limitations
      therein) and all shares of Common Stock issuable upon exercise of warrants
      held
      by Private Investor, and by Genesis Capital Advisors, LLC pari passu with the
      Warrant Shares, (c) additional shares of Common Stock issuable in connection
      with any anti-dilution provisions in the Preferred Stock or the Warrants (in
      each case, without giving effect to any limitations on conversion set forth
      in
      the Certificate of Designation or limitations on exercise set forth in the
      Warrants), (d) any securities issued or issuable upon any stock split, dividend
      or other distribution, recapitalization or similar event with respect to the
      foregoing, (e) all of the shares of Common Stock issuable upon conversion in
      full of the Preferred Stock and all shares of Common Stock issuable upon
      exercise of warrants issued along with the sale of such Preferred Stock up
      to
      $3,000,000 worth that may be sold (subject to Vision Capital Advisors, LLC’s
      approval and consent) to additional accredited investors after this transaction
      under at least the same terms as the Purchase Agreement, (f) 1,600,000 shares
      of
      Common Stock, sold by the Company’s management to Vision pursuant to the Stock
      Purchase and Option Agreement, and (g) 1,600,000 shares of Common Stock issuable
      upon exercise of an option to purchase such Common Stock issued to Vision under
      the Stock Purchase and Option Agreement; provided, however,
      that
      the Company shall not be required to maintain the effectiveness, or file another
      Registration Statement hereunder with respect to any Registrable Securities
      that
      are not subject to the current public information requirement under Rule 144
      and
      that are eligible for resale without volume or manner-of-sale restrictions
      without current public information pursuant to Rule 144 promulgated by the
      Commission pursuant to a written opinion letter to such effect, addressed,
      delivered and acceptable to the Transfer Agent and the affected
      Holders.

    


    3. 
       Amendment
      to Section 1 of the Original RRA.
      The
      following definition of “Stock Purchase and Option Agreement” shall be inserted
      in Section 1 of the Original RRA:

    


    “Stock
      Purchase and Option Agreement”
means
      the agreement entered into by and between Vision Opportunity Master Fund, Ltd.
      and the Company’s management on October 31, 2008.

    


    


    
      
        
          
          

        

        
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    4. 
       Amendment
      to Section 2(a) of the Original RRA.
      The
      following language shall be added after the sentence “Failure
      to so notify the Holder within two (2) Trading Days of such notification of
      effectiveness or failure to file a final Prospectus as foresaid shall be deemed
      an Event under Section 2(b)” within Section 2(a)
      and
      shall replace the remainder of such Section:

    


    “Notwithstanding
      any other provision of this Agreement and subject to the payment of liquidated
      damages pursuant to Section 2(b), if any SEC Guidance sets forth a limitation
      on
      the number of Registrable Securities permitted to be registered on a particular
      Registration Statement (and notwithstanding that the Company used diligent
      efforts to advocate with the Commission for registration for all or a greater
      portion of Registrable Securities), the number of Registrable Securities to
      be
      registered on such Registration Statement will be reduced pro
      rata among
      the
      Holders with regard to the aggregate number of unregistered Registrable
      Securities held by such Holder as of the time of filing of the Registration
      Statement. The Company shall give the Holder the opportunity to specify which
      of
      its Registrable Securities shall be registered and in what order they shall
      be
      cut back.”

    


    5. 
       Further
      Assurances.
      The
      parties hereto hereby agree to execute and deliver such additional documents,
      instruments or agreements as may be necessary and appropriate to effectuate
      the
      purposes of this First Amendment. 

    


    6. 
       Successors
      and Assigns.
      This
      First Amendment is binding upon and shall inure to the benefit of the successors
      and permitted assigns of the parties hereto. 

    


    7. 
       Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this First Amendment shall be determined in accordance with the provisions
      of
      the Purchase Agreement.

    


    8. 
       Counterparts.
      This
      First Amendment may be executed in two or more counterparts, all of which when
      taken together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission or by e-mail delivery of a “.pdf” format data file, such signature
      shall create a valid and binding obligation of the party executing (or on whose
      behalf such signature is executed) with the same force and effect as if such
      facsimile or “.pdf” signature page were an original thereof.. 

    


    9. 
       Effectiveness
      of Original RRA.
      Except
      as otherwise amended or revised pursuant to this First Amendment, the terms,
      conditions, and provisions of the Original RRA shall be in full force and
      effect. 

    


    


    [Remainder
      of Page Intentionally Left Blank.]

     
      

    


    
      
        
          
          

        

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

     

    
      	 	 	 
	 	PREMIER
              POWER RENEWABLE ENERGY, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Dean
              Marks
	 	
              

            
	 	Dean
              Marks
Chief Executive Officer


    

     

    
      	 	 	 
	 	VISION
              OPPORTUNITY MASTER FUND, LTD.
	 
 	 
 	 
 
	 	By:  	/s/ Adam
              Benowitz
	 	
              

            
	 	Adam
              Benowitz
Portfolio Manager


    

     

    
      	 	 	 
	 	GENESIS
              CAPITAL ADVISORS, LLC
	 
 	 
 	 
 
	 	By:  	/s/ Charles
              Gilreath
	 	
              

            
	 	Charles
              Gilreath
Managing Member


    

     

    
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