SECURITIES
PURCHASE AGREEMENT

    AMENDMENT
NO. 1

    


    This
Securities Purchase Agreement Amendment No. 1 (this “Amendment”) is dated
as of the date of the last signature set forth on the signature page hereto,
among Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), and Vision
Opportunity Master Fund, Ltd. (“Purchaser”).

     

    WHEREAS,
the Company and the Purchaser entered into a Securities Purchase Agreement on
September 10, 2008 (the “Purchase
Agreement”);

     

    WHEREAS,
subject to the terms and conditions set forth in this Amendment, the parties
hereto desire to amend certain provisions of the Purchase
Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Amendment,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

     

    1.           Amendment.

     

    1.1.           Amendment to Purchase
Agreement.  Section 4.19 of the Purchase Agreement is hereby
amended and restated in its entirety as follows:

    


    “4.19.                      Employee Stock Option
Plan.  Following the Closing, the Company shall establish an
employee stock option plan (which may include provisions for the grant of
options to directors and consultants), (i) under which plan no options may be
granted the underlying shares of common stock of which would, in the aggregate,
exceed 4,951,875 shares, and (ii) under which plan, during any 12-month period,
no grantee may be granted options in the underlying shares of common stock of
which would, in the aggregate, exceed 150,000 shares without first obtaining the
written consent of Vision Opportunity Master Fund. Consent will not unreasonably
be withheld”

    


    2.           Miscellaneous.

    


    2.1.           Entire
Agreement.  This Amendment, together with the Purchase
Agreement, contain the entire understanding of the parties with respect to the
subject matter hereof and supersede all prior agreements and understandings,
oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules; provided, however,
that this Amendment supersedes section 4.19 of the Purchase
Agreement.

     

    2.2.           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be provided in the manner specified in section 5.4
of the Purchase Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.3.           Amendments;
Waivers.  No provision of this Amendment may be waived,
modified, supplemented, or amended except in a written instrument signed, in the
case of an amendment, by the Company and the Purchaser holding at least a
majority of the Preferred Stock (as defined by the Purchase Agreement) then
outstanding or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought.  No waiver of any default with
respect to any provision, condition or requirement of this Amendment shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition, or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in
any manner impair the exercise of any such right.

     

    2.4.           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Amendment and shall not be deemed to limit or affect any of the provisions
hereof.

     

    2.5.           Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Amendment or any rights or
obligations hereunder without the prior written consent of the Purchaser (other
than by merger).  The Purchaser may assign any or all of its rights
under this Amendment to any Person (as defined by the Purchase Agreement) to
whom the Purchaser assigns or transfers any Securities (as defined by the
Purchase Agreement), provided that such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions of the
Transaction Documents that apply to the “Purchasers.”

     

    2.6.           No Third-Party
Beneficiaries.  This Amendment is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except as otherwise set forth in section 4.10 of the Purchase
Agreement.

     

    2.7.           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Amendment shall be governed by the
provisions of section 5.9 of the Purchase Agreement.

     

    2.8.           Execution.  This
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.

     

    2.9.           Severability.  If
any term, provision, covenant, or restriction of this Amendment is held by a
court of competent jurisdiction to be invalid, illegal, void, or unenforceable,
the remainder of the terms, provisions, covenants, and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant, or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants, and restrictions without including any of such that may
be hereafter declared invalid, illegal, void, or unenforceable.

     

    
      
         

      

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

     

     

    
      
        	 	PREMIER
      POWER RENEWABLE ENERGY, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Dean Marks 	 
	 	 	Dean
      Marks	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 
	 	Date:	9/30/10	 


      

    

    
       

      
        
          	 	VISION
      OPPORTUNITY MASTER FUND, LTD.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	Adam
      Benowitz	 
	 	 	Adam
      Benowitz	 
	 	 	Director	 
	 	 	 	 
	 	Date:	9/30/10	 


        

      

      
  

    

    
      
         

      

      
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