PROJECT
PUGLIA

      


    TRANSFER
AGREEMENT

    


    7
APRIL 2009

     

    Alternative
Solutions Word S.r.1,

     

    and

     

    Prime
Sun Power Inc.

     

     

     

     

     

     

     

     

     

     

    Information marked with an asterisk herein has been omitted and filed
separately with the Commission pursuant to a request for confidential
treatment.

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Section

                                                                	 
      	 
      	
                                                                  Page

                                                                
	 
      	 
      	 
      	 
      
	
                                                                  1.

                                                                	
                                                                  Definitions

                                                                	
                                                                  4

                                                                
	
                                                                  2.

                                                                	
                                                                  Scope
      of the Agreement

                                                                	
                                                                  5

                                                                
	
                                                                  3.

                                                                	
                                                                  Closing

                                                                	
                                                                  6

                                                                
	
                                                                  4.

                                                                	
                                                                  Post-Closing
      obligations

                                                                	
                                                                  7

                                                                
	
                                                                  5.

                                                                	
                                                                  Final
      Verification and Completion

                                                                	
                                                                  8

                                                                
	
                                                                  6.

                                                                	
                                                                  Price

                                                                	
                                                                  9

                                                                
	
                                                                  7.

                                                                	
                                                                  Further
      Obligations of the Parties

                                                                	
                                                                  9

                                                                
	
                                                                  8.

                                                                	
                                                                  Representations
      & Warranties

                                                                	
                                                                  10

                                                                
	
                                                                  9.

                                                                	
                                                                  Indemnification

                                                                	
                                                                  11

                                                                
	
                                                                  10.

                                                                	
                                                                  Penalty
      Clause

                                                                	
                                                                  12

                                                                
	
                                                                  11.

                                                                	
                                                                  Further
      Obligations of the Parties

                                                                	
                                                                  12

                                                                
	
                                                                  12.

                                                                	
                                                                  Key
      Personnel

                                                                	
                                                                  13

                                                                
	
                                                                  13.

                                                                	
                                                                  Termination

                                                                	
                                                                  13

                                                                
	
                                                                  14.

                                                                	
                                                                  Confidentiality

                                                                	
                                                                  14

                                                                
	
                                                                  15.

                                                                	
                                                                  Force
      Majeure

                                                                	
                                                                  14

                                                                
	
                                                                  16.

                                                                	
                                                                  Notices

                                                                	
                                                                  14

                                                                
	
                                                                  17.

                                                                	
                                                                  Miscellanous

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.1

                                                                	
                                                                  Entire
      Agreement

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.2

                                                                	
                                                                  Amendments

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.3

                                                                	
                                                                  Severability

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.4

                                                                	
                                                                  Language

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.5

                                                                	
                                                                  Fees

                                                                	
                                                                  15

                                                                
	 
      	
                                                                  17.6

                                                                	
                                                                  Assignment

                                                                	
                                                                  16

                                                                
	
                                                                  18.

                                                                	
                                                                  Governing
      Law

                                                                	
                                                                  16

                                                                
	
                                                                  19.

                                                                	
                                                                  Arbitration

                                                                	
                                                                  16

                                                                
	 
      	 
      	 
      	 
      
	
                                                                  Schedule

                                                                	 
      	 
      	
                                                                  Page

                                                                
	 
      	 
      	 
      	 
      
	
                                                                  1.

                                                                	
                                                                  Building
      Lease Call Option Contracts

                                                                	
                                                                   

                                                                
	
                                                                  2.

                                                                	
                                                                  List
      of Lands

                                                                	
                                                                   

                                                                
	
                                                                  3.

                                                                	
                                                                  Plans

                                                                	
                                                                   

                                                                
	
                                                                  4.

                                                                	
                                                                  STMGs

                                                                	
                                                                   

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This
agreement (the “Agreement”) is entered into on
7 April 2009 between:

    


    
      	
              (1) 

            	
              Alternative Solutions World
      S.r.l., an
      Italian Company with registered office in Milan, Via Verona n. 9,
      represented by its sole director Mr. Cristian D’Angiò,
      duly empowered to enter into this Agreement (the “Transferor”);
      and

            


    

    


    
      	
              (2) 

            	
              Prime Sun Power Inc., an
      US Company with registered office at 104, Summit Avenue, Summit
      - NJ 07902-0080, represented by its Chief Operations Officer, Mr. Frank
      Jürgens,
      and its Chief Technology Officer, Prof. Cesare Boffa, duly empowered to
      enter into this Agreement (the “Transferee”),

            


    

    


    The
Transferor and the Transferee are hereinafter jointly referred to as the “Parties” and severally as the
“Party”.

    


    WHEREAS

    


    
      	
              (A) 

            	
              The
      Transferor is a company specialized in the development of photovoltaic
      energy production plants and is currently involved in a project consisting
      of the construction of two individual PV Plants in the Lands located in
      Apricena (Foggia), località Selva
      della Rocca, and Foggia, Località Salsola,
  Italy.

            


    

    


    
      	
              (B)

            	
              In
      relation with this, the Transferor:

            


    

    


    
      	
            	
              (i) 

            	
              entered
      into the Option Contracts with the Landlords of each Land, obtaining the
      right to purchase - at the terms and conditions contained therein and
      subject to all necessary Permits being obtained - the relevant Building
      Lease for the construction and installation of the PV Plants;
      and

            


    

    


    
      	
            	
              (ii)

            	
              developed
      a preliminary feasibility study which includes the PV Plants, envisaging
      the possible features of the PV Plants as described in the Plans attached
      hereto as Schedule
      3;

            


    

    


    
      	
            	
              (iii)

            	
              acquired
      all the required STMGs for the connection of all the PV Plants to the
      energy grid as per the documents attached hereto as Schedule
      4.

            


    

    


    
      	
              (C)

            	
              The
      Transferor represented to the Transferee that, pursuant to Italian and
      Puglia’s Regional applicable laws and regulations, the construction and
      operation of the PV Plants shall not be subject to any mandatory
      environmental assessment.

            


    

    


    
      	
              (D)

            	
              The
      Transferor has represented to the Transferee his availability to
      co-operate with the Transferee in (i) developing the Plans of the PV
      Plants and (ii) filing for and obtaining all the necessary Permits,
      including the Autorizzazione Unica (“Unified Authorization”),
      to unconditionally build and operate the PV
  Plants.

            


    

    


    
      	
              (E)

            	
              Subject
      to all Permits being definitively granted and based on the representations
      made by the Transferor, the Transferee is interested in entering into the
      project by acquiring from the Transferor all relevant rights relating to
      the Option Contracts, the Plans and the STMGs in order to purchase the
      free and unconditional Building Leases from the Landlords relating to the
      Lands and to build and operate the PV Plants according to the terms and
      conditions set forth in this Agreement (the “Project”).

            


    

    


    IT IS AGREED as
follows:

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      	
              1. 

            	
              DEFINITIONS

            


    

    


    
      	
              1.1 

            	
              The
      Parties agree that, unless otherwise specified in this Agreement, the
      following terms and expressions shall have the following
      meaning:

            


    

    


    “AEEG” means the Italian Autorità per I’Energia Elettrica e il Gas established under law
no. 481/1995.

    


    “Agreement” means this
Agreement together with its Schedules.

    


    “Apricena Plant” means an
energy production plant to be built on part of the Lands in Apricena, Località
Selva della Rocca, having an envisaged nominal installed power of 15 MWp and the
minimum
technical features and specifications described at Schedule
3

    


    “Building Lease” means the
diritto di superficie right under
Articles 952 and following of the Italian civil code.

    


    “Building Lease Contracts” has
the meaning set out under Article 2.1 of this Agreement.

    


    “Business Day/Days” means a day
(except for a Saturday or a Sunday) on which banks are generally open in Foggia
for normal business.

    


    “Claim” means a claim,
proceeding or other matter in respect of which the Transferor agreed to
indemnify and hold harmless the Transferee under Article 9.1.

    


    “Closing” means the performance
by the Parties of all activities under Article 3.

    


    “Completion” has the meaning
set out under Article 5.3.

    


    “Consultants” means any
technical and legal consultant appointed by the Transferee for developing the
Plans and preparing the documents to be filed for the Unified
Authorization.

    


    “Encumbrances” means any
claims, interest, option or pre-emption right or other rights of any parties,
charges, pledges, mortgages, security, actions, liens, or any other encumbrances
and the like, of any nature whatsoever.

    


    “Final Verification” has the
meaning set out under Article 5.1 of this Agreement.

    


    “Foggia Plant” means an energy
production plant to be built on part of the Lands in Foggia, Locality Salsola,
having an envisaged nominal installed power of 10 MWp and the minimum technical
features and specifications described at Schedule
3

    


    “Key Persons” means the persons
of (i) Mr. Cristian D’Angiò,
born in Lendinara (RO) on 31-March 1979 and with residence in Via Verona n.9
Milano ; (ii) Mr. Alessandro D’Angiò,
born in Lendinara (RO) on 31-March 1979 and with residence in C.da Zaccara Via
per Palmori km 9 sp 21 Lucera (FG); (iii) Mr. Thomas Weis, born in Bolzano (BZ)
on 26-Febbruary 1980 and with residence in via Penegal 24 Caldaro
(BZ).

    


    “Landlords” means the owners of
the plots of land where the PV Plants will be built, who signed the Option
Contracts.

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    “Lands” means the plots of land
located in the municipalities of Apricena, Località
Selva della Rocca, and Foggia, Località Salsola, and listed in Schedule
2.

    


    “Liability” and/or “Liabilities” mean the amount
of any loss, damages, sanctions, demands, claims, liabilities, costs, penalties,
expenses and/or any other kind of damages, whether accrued or
contingent.

    


    “Option Contracts” means the
Building Lease call option agreements entered into between the Transferor and
the Landlords and attached to this Agreement as Schedule 1 hereto, as
eventually modified and replaced as provided under Article 2.2.

    


    “Permits” means all permits
required to build and operate the PV Plants, including the Unified Authorization
and any further permit, license, registration, filing, variance, exemption,
consent, approval, franchise and authorization by or of any local, regional,
public or governmental authority and/or any third party.

    


    “Plans” means all the plans and
technical documents of the PV Plants drafted by the Transferor, which have been
developed to the stage of preliminary feasibility study.

    


    “Price” means the consideration
to be paid to the Transferor at the terms and conditions contained in this
Agreement pursuant to Article 6.

    


    “Project” has the meaning as
specified under Premise (E).

    


    “Public Notary” means the
public notary designated by the Transferee in Foggia at its own
discretion.

    


    “Public Incentives” means the
awarding of the “Nuovo Conto
Energia” feed-in tariff as provided by Ministerial Decree 19 February
2007 and AEEG’s resolution no. 90/2007.

    


    “PV Plants” means jointly the
Apricena Plant and the Foggia Plant.

    


    “Signing” means the signing of
this Agreement, together with all its Schedules.

     

    “Schedules” means the schedules to this
Agreement.

    


    “STMGs” means all the necessary
technical solutions - including the Soluzione Tecnica Minima
Generale drafted by the competent energy grid manager attached hereto as
Schedule 4 –
for the several connection of all the PV Plants to the local energy
grid.

    


    “STMGs Transfer
Acknowledgement” has the meaning set out under Article 2.3.

    


    “Unified Authorization” means
the Autorizzazione
Unica (as per Article 12 of the legislative decree No.
387/2003).

    


    “Warranties” means the
representations and warranties of the Transferor under Article 8.

    


    
      	
              2. 

            	
              SCOPE
      OF THE AGREEMENT

            


    

    


    
      	
              2.1 

            	
              Upon
      the terms and subject to the conditions set forth in this Agreement, at
      Closing, the Transferor undertakes to cause all the Landlords to enter
      into the Building Lease Contracts with the Transferee and to transfer to
      the Transferee, who accepts, the Permits and the Plans. Without prejudice
      for the right of the Transferee not to proceed to Closing, the Parties
      expressly agree that the Transferor shall not be liable in case it proves
      that is has performed all reasonable acts and taken all reasonable actions
      to obtain the entering into the Building Lease Contracts by the
      Landlords.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    
      	
              2.2 

            	
              The
      Building Lease Contracts shall be in the form and shall contain the terms
      and conditions deemed appropriate by the Public Notary and satisfactory to
      the Transferee in order to obtain the registration of the Transferee’s
      rights under the Option Contracts in the name of the Transferee pursuant
      to Article 2645bis of the Italian civil code or in any other form as
      agreed by the Parties before Closing. It is understood that, except where
      differently agreed by the Parties before Closing, the terms and conditions
      contained in the Building Lease Contracts shall be fully consistent with
      those contained in the Option Contracts and, in addition, shall (i) be
      conditional with respect to the exercise of the call option (or call
      option-like) right by the Transferee and (ii) generally keep the
      Transferee free from any obligation unless such right is effectively and
      finally exercised. Upon execution of the Building Lease Contracts, the
      Transferee shall pay to the Landlords a lump-sum up to a maximum amount
      of [___]* per hectare, as a compensation for the notarial
      reproduction of the Option Contracts, provided that such compensation
      shall be deducted from the first rent to be paid to each of the Landlords
      should the Transferee subsequently acquire the relevant Building Lease.
      All expenses related to the execution of the Building Lease Contracts
      shall be entirely borne by the
Transferee.

            


    

    


    At least
10 Business Days before Closing, the Transferor will receive a copy of the
Building Lease Contracts, which will be made at the Public Notary’s
office.

    


    
      	
              2.3 

            	
              The
      transfer of the STMGs shall be executed by means of written notification
      by the Transferor to the competent energy grid manager, according to
      applicable laws and regulations, and shall be duly accepted and confirmed
      by the latter (the “STMGs Transfer Acknowledgement”).

            


    

    


    
      	
              2.4 

            	
              The
      Parties expressly acknowledge that the Transferee shall have the right to
      exercise the option for the acquisition of the Building Lease for each
      Land totally or partially on the basis of the effective needs - which
      shall be consistent with the Plans - relating to each PV Plant and the
      relevant rent shall be calculated
accordingly.

            


    

    


    
      	
              3. 

            	
              CLOSING

            


    

    


    
      	
              3.1 

            	
              Closing
      shall take place at the offices of the Public Notary within 45 days from
      Signing or on such other date as the Parties may hereafter determine by
      mutual written agreement. In case Closing does not occur within this term,
      this Agreement shall be automatically
  terminated.

            


    

    


    
      	
              3.2 

            	
              At
      Closing:

            


    

    


    
      	
            	
              (a) 

            	
              the
      Transferee and the Landlords shall execute before the Public Notary the
      Building Lease Contracts pursuant to Article 2.2, accompanied by the
      notarial transcription needed for the registration of the relevant
      Transferee’s rights with the Registro Immobiliare (“Italian
      public registry of real estates”);

            


    

    


    
      	
            	
              (b)

            	
              the
      Transferee shall pay to each Landlord with whom a Building Lease Contract
      has been entered into the lump-sum provided under Article
    2.2;

            


    

     

     

    
      *This information has been omitted and filed separately with the Commission
pursuant to a request for confidential treatment.

    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              (c)

            	
              the
      Transferor shall deliver to the Transferee originals of the STMGs, of the
      STMGs Transfer Acknowledgment and of any other Permit and Plan relating to
      the Project;

            


    

    


    
      	
            	
              (d)

            	
              the
      Transferee shall pay to the Transferor the first instalment of the Price
      as provided under Articles 6.1(a).

            


    

    


    
      	
              3.3 

            	
              All
      actions and transactions constituting the Closing as described in this
      Article 3 shall be regarded for the purposes of the Closing as one and
      single transaction so that, at the option of the Party having interest to
      the carrying out of the specific action or transaction, no action or
      transaction shall be deemed to have taken place unless and until all other
      actions and transactions constituting the Closing shall have taken place
      as provided in this Agreement.

            


    

    


    
      	
              4. 

            	
              POST-CLOSING
      OBLIGATIONS

            


    

    


    
      	
              4.1 

            	
              Upon
      Closing, the Transferee shall start all development activities necessary
      for applying for the Unified Authorization, with the co-operation of the
      Transferor. To that purpose, the Transferee, also through its Consultants,
      shall:

            


    

    


    
      	
            	
              (a) 

            	
              develop
      the Plans to the level of detail required by the Italian applicable laws,
      rules and regulations concerning the Unified
  Authorization;

            


    

    


    
      	
            	
              (b) 

            	
              except
      for the documents described at Article 4.2(b) and 4.2(c) below, prepare
      all the appropriate complementary documents to be filed with the competent
      authorities in order to apply for the Unified Authorization;
      and

            


    

    


    
      	
            	
              (c) 

            	
              provide
      full copy of such documents to the Transferor in order to allow the
      material filing of the Unified Authorization’s application by the
      Transferor under Article 4.3 below.

            


    

    


    
      	
              4.2 

            	
              Upon
      Closing, the Transferor shall co-operate with the Transferee in carrying
      out all development activities necessary for applying for the Unified
      Authorization. To that purpose, the Transferor shall, inter
    alia:

            


    

    


    
      	
            	
              (a)

            	
              provide
      all information deemed useful by the Transferee and assist the latter and
      its Consultants in developing the Plans and the complementary documents in
      accordance with the competent local authorities’
  praxis;

            


    

    


    
      	
            	
              (b)

            	
              fully
      cooperate with and assist the Transferee and its Consultants in the
      management of all relationships with the competent authorities, the
      Landlords or any public or private entity with respect to the
      accomplishment of all development activities necessary for applying for
      the Unified Authorization; and

            


    

    


    
      	
            	
              (c)

            	
              prepare,
      develop and finalise, in co-operation with the Transferee and its
      Consultants and within 60 days from Closing, any environmental-related
      document required for the obtainment of the Unified
      Authorization.

            


    

    


    
      	
              4.3

            	
              Upon
      delivery of the documents provided at Article 4.1(c) above and upon
      issuance of written power of attorney to this effect by the Transferee in
      favour of the Transferor (if required), the Transferor shall perform all
      necessary activities in order to accomplish all filings and procedures
      required and shall obtain on behalf of the Transferee all Permits for
      allowing the latter to unconditionally build and operate (i) the Apricena
      Plant with the minimum nominal power of 15 MWp and (ii) the Foggia Plant
      with a minimum nominal power of 10 MWp. To that purpose, the Transferor
      shall:

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              (a)

            	
              finalise
      the Unified Authorization request with all the required documents, in full
      compliance with the Italian applicable laws, rules and regulations and
      file the application with the competent authorities, on behalf of the
      Transferee, within 10 days from the notice provided at Article 4.1(c)
      above;

            


    

    


    
      	
            	
              (b)

            	
              take
      care of all the administrative procedures up until the attainment of all
      Permits, acting in full compliance with the procedural rules provided by
      the applicable laws;

            


    

    


    
      	
            	
              (c)

            	
              should
      any authorization and/or environmental assessment procedure further to the
      Unified Authorization be required, prepare all the documents concerned on
      behalf of the Transferee and take care of the relevant procedures up until
      their positive completion.

            


    

    


    The
Transferor shall do its maximum efforts in order to get the Unified
Authorization within the term foreseen by the law; in case of delays caused by
the Authority or force majeure the Transferor will not be
responsible.

    


    
      	
              4.4

            	
              The
      Transferee shall have ownership of all documents drafted and delivered by
      either Party in the accomplishment of the Development
      Activities.

            


    

    


    
      	
              4.5

            	
              All
      costs and expenses relating to the activities under Article 4.1 will be
      borne by the Transferee and all costs and expenses relating to the
      activities under Articles 4.2 and 4.3 shall be entirely borne by the
      Transferor.

            


    

    


    
      	
              4.6

            	
              The
      Transferor shall promptly notify the Transferee in writing upon obtainment
      of all Permits and shall deliver to the Transferee all the relevant
      documents.

            


    

    


    
      	
              5.

            	
              FINAL
      VERIFICATION AND COMPLETION

            


    

    


    
      	
              5.1

            	
              From
      the date of receipt of the notice under Article 4.6 above and for a period
      of 10 Business Days starting from that date, the Transferee shall have the
      right to conduct a legal and technical due diligence to verify the correct
      and final and valid granting of the Permits (the “Final Verification”). To
      this effect, the Transferor shall provide the Transferee and its advisors
      with full access to the Permits and all other documents and information
      related as may be reasonably required by the
  Transferee.

            


    

    


    
      	
              5.2

            	
              Upon
      completion of the Final Verification, to be made within the deadline term
      under Article 5.1, should any Permit be, totally or partially, not valid,
      also with respect to part of the PV Plants or the Lands, the Transferee
      shall have the right to, in addition to any other remedy provided for by
      the law:

            


    

    


    
      	
            	
              (a)

            	
              terminate
      this Agreement in its entirety pursuant to Article 13.2;
  or

            


    

    


    
      	
            	
              (b)

            	
              proceed
      to the Completion only with respect to the PV Plants in relation to which
      the Permits are fully valid - eventually postponing Completion with
      respect to the other PV Plants.

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    
      	
              5.3

            	
              Upon
      satisfactory completion of the Final Verification, the Transferee shall
      definitively acquire, by entering into appropriate public transfer deeds
      with the Landlords, all Building Leases or - in the case provided at
      Article 5.2(b) above - part of the Building Leases pursuant to the
      relevant Building Lease Contracts (the “Completion”). Completion
      shall occur within 20 days from the date the Final Verification is
      satisfactorily completed pursuant to the deadline term under Article 5.1.
      The Parties expressly agree that Completion shall be deemed to have
      occurred on the first day after the expiration of such term in case the
      Building Leases or - in the case provided at Article 5.2(b) above - part
      of the Building Leases are not entered into by the Transferee within such
      term and pursuant to the relevant Building Lease Contracts for any reason
      different from a breach by the Landlords’ of their obligations under the
      relevant Building lease Contract and directly attributable to the
      Transferee. In the event under Article 5.2(b) or should (i) any of the
      Landlords be in breach of its obligations under the Building Lease
      Contracts or (ii) the Lands’ Clearance is not performed by the Landlords
      at Completion, the Transferee shall have the right to postpone Completion
      with respect to the relevant PV Plants until all the relevant
      preconditions are satisfied.

            


    

    


    
      	
              5.4

            	
              The
      Parties agree that in case the Transferee decides not to proceed with
      Completion with respect to one or more PV Plants according to the above,
      Article 13.2 shall apply, mutatis mutandis and
      accordingly, with respect to such PV Plant provided that article 13.2(c)
      shall eventually apply pro rata and
      proportionally.

            


    

    


    
      	
              6.

            	
              PRICE

            


    

    


    
      	
              6.1

            	
              As
      consideration for the proper implementation of the Project, the Transferee
      shall pay to the Transferor a Price equal to [___]* as
      follows:

            


    

    


    
      	
            	
              (a)

            	
              [___]*
      shall be paid in cash, as an advance payment, at
  Closing;

            


    

    


    
      	
            	
              (b)

            	
              [___]*
      shall be paid in cash upon filing of the Unified Authorisation pursuant to
      Article 4.3 within 5 (five) Business Days from the receipt by the
      Transferee of the documents giving evidence of such
  filing.

            


    

    


    
      	
              6.2 

            	
              The
      payment of the Price shall be made by irrevocable wire transfer in
      immediately available funds into the bank account of the Transferor, on or
      before the date the payment is due for value on that date. The details of
      the account shall be notified in advance by the Transferor to the
      Transferee. The Price will be subject to taxation, payable by Transferee
      pursuant to applicable laws and
regulations.

            


    

    


    
      	
              7. 

            	
              FURTHER
      OBLIGATIONS OF THE PARTIES

            


    

    


    
      	
              7.1

            	
              Before
      entering into the relevant contracts for the building of the PV Plants and
      in any case before starting the building works of the PV Plants, the
      Transferee shall do its best effort to enter into an arm’s length
      Engineering Procurement Construction (the “EPC”) contract
      concerning the PV Plants and into an arm’s length Operation &
      Maintenance (the “O&M”) contract of
      the PV Plants with the Transferor or any other company indicated by the
      latter, at terms and conditions which are customary for these kind of
      agreements, subject to approval by the financial institutions financing
      the Project.

            


    

     

    
      *This information has been omitted and filed separately with the Commission
pursuant to a request for confidential treatment.

       

    

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


    
      	
              7.2 

            	
              Upon
      request of the Transferee, the Transferor shall provide directly or
      through any third party custody and surveillance services to the PV Plants
      on an arm’s length basis and at terms and conditions which are customary
      for these kind of services.

            


    

    


    
      	
              7.3

            	
              Should
      the Transferee, for any reason, do not enter into the EPC and O&M
      contracts with the Transferor and obtain from third parties better terms
      and conditions than those offered by the Transferor, the Transferee shall
      do its best efforts to cause such third parties to apply the same terms
      and conditions to the Transferor for other projects, similar to the
      Project, and even if they concern the implementation by the Transferor of
      a single PV Plant of 1 (one) MW, in the Foggia
    territory.

            


    

    


    
      	
              8.

            	
              REPRESENTATIONS
      &WARRANTIES

            


    

    


    
      	
              8.1

            	
              The
      Transferor represents and warrants to the Transferee that each of the
      statements set out below is true, accurate and complete in all material
      respects at the date of Signing and will also be true, accurate and
      complete at Closing and at
Completion.

            


    

    


    
      	
            	
              (a)

            	
              Capacity

            


    

    


    
      	
            	
              (i) 

            	
              The
      Transferor is a corporation validly existing under the laws of Italy with
      the requisite power and authority to enter into and perform, and has taken
      all necessary corporate actions to authorise the execution and performance
      of its obligations under this
Agreement.

            


    

    


    
      	
            	
              (b)

            	
              Permits:

            


    

    


    
      	
            	
              (i)

            	
              at
      Completion, the Permits will be true, comprehensive, adequate and
      sufficient in order to allow the Transferee to legitimately and
      unconditionally build and operate the PV Plants in accordance with this
      Agreement and the Plans and without any further authorization
      procedure;

            


    

    


    
      	
            	
              (ii)

            	
              no
      Permits, other than the Unified Authorization, the possible environmental
      assessments and the transfer of STMGs or the permits listed in the STMGs
      (Preventivi) - provided that such
      permits as listed in the in STMGs (Preventivi) shall not prevent the right
      of the Transferee to build and operate the PV Plants according to this
      Agreement -, have to be required or obtained by the Transferee in order to
      build and operate the PV Plants in accordance with this Agreement and the
      Plans.

            


    

    


    
      	
            	
              (iii)

            	
              in
      the best knowledge of the Transferor, there are not facts or circumstances
      which can directly or indirectly impede the issuance or may involve the
      revocation of the Permits;

            


    

    


    
      	
            	
              (iv)

            	
              no
      amount of any nature whatsoever has to be paid by the Transferee to any
      public or private entity - or, in general, to any third party - for the
      availability of the Lands, the validity of the Permits and the right to
      build and operate the PV Plants, except for the rent to be paid to the
      Landlords under the Building Lease
Contracts.

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    
      	
              (c) 

            	
              STMGs:

            


    

    


    
      	
            	
              (i)

            	
              the
      STMGs, are true, comprehensive, adequate and sufficient in order to allow
      the Transferee to legitimately and unconditionally connect the PV Plants
      to the energy grid in accordance with this Agreement and the Plans and
      without any further request or procedure other than the implementing steps
      of the STMGs;

            


    

    


    
      	
            	
              (ii)

            	
              as
      from the Completion date and for the entire period of their validity under
      the applicable laws and regulations, the connection of the PV Plants to
      the power grid will be possible as envisaged in the STMGs for a minimum
      nominal power of (i) 15 MWp as to the Apricena Plant and (ii) 10 MWp as to
      the Foggia Plant;

            


    

    


    
      	
            	
              (iii)

            	
              the
      STMGs are freely and unconditionally transferable to the
      Transferee;

            


    

    


    
      	
            	
              (iv)

            	
              in
      the best knowledge of the Transferor, there are not facts circumstances
      which can cause directly or indirectly the revocation or the
      non-enforceability of the STMGs.

            


    

    


    
      	
              (d)

            	
              Public
      Incentives:

            


    

    


    
      	
            	
              (i)

            	
              the
      PV Plants, if built in accordance with the Permits within 14 months as
      from the date of Completion, will have the free and unconditional right to
      be awarded of the Public Incentives for their entire energy
      production.

            


    

    


    
      	
              (e)

            	
              Intellectual
      property and third party’s rights

            


    

    


    
      	
            	
              (i)

            	
              all
      Plans, documents and information provided by the Transferor to the
      Transferee in relation to the Project, including reports and technical
      documents do not infringe any third party’s intellectual property
      right;

            


    

    


    
      	
            	
              (ii)

            	
              the
      Transferor has not entered into any agreement, orally or in writing, with
      any third party which can affect or limit in any way the rights of the
      Transferee under this Agreement or the right of the Transferee to build
      and operate the PV Plants in accordance with this Agreement and the
      Plans.

            


    

    


    
      	
              (f)

            	
              Completeness
      of information:

            


    

    


    
      	
            	
              (i) 

            	
              all
      information contained in the Warranties and in the Schedules, as well as
      all information given to the Transferee also through its professional
      advisors during the negotiations prior to this Agreement and study of the
      Project, is true, fairly presented and there is no fact or matter which
      has not been disclosed which renders any such information untrue,
      incomplete or misleading and there is no fact or matter concerning the
      Transferor, the Project, the Option Contracts, the Lands, the PV Plants,
      the Permits or the STMGs which has not been disclosed to the Transferee
      which should have been disclosed in the context of a good faith
      negotiation.

            


    

    


    
      	
              9. 

            	
              INDEMNIFICATION

            


    

    


    
      	
              9.1

            	
              In
      addition and without limitation to any other remedy provided by applicable
      law, the Transferor agrees to indemnify and hold harmless the Transferee
      from any and all Liabilities suffered or incurred by the Transferee, as a
      result of or arising from:

            


    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              (a)

            	
              any
      of the Warranties being totally or partially untrue, inaccurate, not
      complete or misleading; and

            


    

    


    
      	
            	
              (b)

            	
              any
      Transferor’s breach of its obligation under this
  Agreement.

            


    

    


    
      	
              9.2 

            	
              If
      the Transferee becomes aware of a matter or circumstance which is likely
      to give rise to a Claim, the Transferee shall give a written notice to the
      Transferor specifying that matter or circumstance in reasonable detail,
      and setting out such other facts as the Transferee deems necessary, as soon as reasonably
      practicable after it becomes aware of that matter or
      circumstance.

            


    

    


    
      	
              9.3

            	
              If
      any third party makes claim against Transferee directly or indirectly
      relating to any breach of the Warranties, the Transferee shall give notice
      to the Transferor describing the claim in reasonable detail, and setting
      out such other facts as the Transferee deems necessary, as soon as
      reasonably practicable after it becomes aware of such claim or threatened
      claim. In such case the Transferee shall, by taking into consideration the
      interests of the Transferor, take all reasonable measures to mitigate the
      amount of damages. These reasonable measures include e.g. the consultation between the
      Parties or their lawyers regarding the strategy to be used to defend the
      relevant third party or any settlement of such third party
      claims.

            


    

    


    
      	
              9.4

            	
              The
      indemnity obligations of the Transferor contained in Article 9 of this
      Agreement shall survive Completion until the end of the third year after
      Completion. It is agreed that, in the event of a Claim, the indemnity
      obligations contained in this Agreement, pursuant to which such Claim has
      been made, the corresponding limitation of liability in respect of any
      indemnification relating thereto and the corresponding guarantee therefore
      pursuant to this Agreement, will continue to survive, with regard to the
      specific matter subject to and for the amount of that specific Claim
      beyond the relevant terms indicated above, until the relevant Claim has
      been resolved pursuant to this Agreement. It is further agreed that in
      relation to each Claim, the liability of the Transferor in respect of such
      Claim shall in any event terminate if proceedings in respect of it have
      not been commenced within 1 (one) year after the giving of notice of that
      Claim as described in this
Agreement.

            


    

    


    
      	
              10.

            	
              PENALTY
      CLAUSE

            


    

    


    
      	
              10.1

            	
              In
      addition and without limitation to any other remedy provided by applicable
      law and for additional damages suffered by the Transferee, in case of
      breach by the Transferor of its obligation to perform the activities under
      Article 4.3 within the terms set out therein, the latter shall pay to the
      Transferee, according to Article 1382 of the Italian Civil Code, a penalty
      of [___]* per each day of delay until such obligations have been performed
      or the Agreement is terminated for whatsoever
  reason.

            


    

    


    
      	
              11.

            	
              FURTHER
      OBLIGATIONS OF THE PARTIES

            


    

    


    
      	
              11.1

            	
              After
      Closing and up until the completion of the Project, the Transferor shall
      continue providing the Transferee with appropriate support about the
      following:

            


    

    


    
      	
            	
              ·

            	
              advise
      the Transferee for all the relationships with the local authorities and
      any other entity or market player;
and

            


    

    
       

      *This information has been omitted and filed separately with the Commission
pursuant to a request for confidential treatment.



    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              ·

            	
              assist
      the Transferee in selecting the appropriate operation, maintenance and
      security policies to be adopted for the PV Plants after they’ve become
      operational.

            


    

    


    
      	
              11.2

            	
              The
      Transferee shall keep the Transferor as its sole representative in dealing
      with the public local authorities, except in case of any breach by the
      Transferor of its obligations under this
  Agreement.

            


    

    


    
      	
              11.3

            	
              The
      consideration for the obligations set forth at Article 11.1 above is
      included in the Price.

            


    

    


    
      	
              11.4

            	
              Any
      further activity carried out by the Transferor for and on behalf of the
      Transferee after Closing,
      upon explicit and separate engagement by the latter, will be paid
      separately.

            


    

    


    
      	
              12.

            	
              KEY
      PERSONNEL

            


    

    


    
      	
              12.1

            	
              The
      Transferor declares and undertakes not to allow any of the Key Persons to
      cease their current offices in its organization up until the Project
      completion.

            


    

    


    
      	
              12.2

            	
              Should
      any of the Key Persons cease his office in the Transferor’s organization
      as a consequence of facts beyond the Transferor’s control, it shall
      appoint a new officer with substantially equal (or greater) skills within
      15 days from the officer’s cessation
date.

            


    

    


    
      	
              13. 

            	
              TERMINATION

            


    

    


    
      	
              13.1 

            	
              Without
      prejudice to Article 9, in case of breach by the Transferor of any of its
      obligations under Article 4.2 and 4.3, the Transferee shall have the right
      to immediately terminate this Agreement by serving a written notice to the
      Transferor and without prejudice for any Transferee’s right for damages,
      including all costs and expenses incurred by the Transferee to implement
      the Project.

            


    

    


    
      	
              13.2

            	
              Without
      prejudice for the right of the Transferee to receive damages in case of
      breach of the Transferor’s obligations under this Agreement and without
      prejudice for what is provided under Article 9, in case (i) Completion
      does not occur – for any reason not depending on Transferee’s breach of
      its obligation under this Agreement - within six months from Signing (such
      term to be eventually postponed by the Transferee for a further period of
      up to 6 months at its sole discretion) or (ii) prior or at Completion any
      of the Warranties is materially untrue or incorrect, or (iii)
      the amount and the duration of the Public Incentives will be - prior or at
      Completion - respectively minor to the sum and to the period envisaged by
      the applicable laws and regulations at Signing, the Transferee shall have
      the right to immediately terminate this Agreement, with respect to all or
      part of the PV Plants, by serving written notice to the Transferor. Upon
      such termination

            


    

    


    
      	
            	
              (a)

            	
              any
      obligation of the Transferee under this Agreement, including - subject to
      letter (c) below - the obligation to pay the Price shall be considered
      totally or partially as the case may be as null and void;
    and

            


    

    


    
      	
            	
              (b)

            	
              except
      in case of breach by the Transferor of any of its obligations under this
      Agreement or of the Warranties, the Transferee shall transfer back to the
      Transferor the rights under the relevant Building Lease Contracts or
      Option Contracts, as the case maybe, and the relevant STMGs and Plans,
      where applicable, within 10 (ten) Business Days upon written request of
      the Transferor and prior payment of all relevant lump sums paid to the
      Landlords pursuant to Article 2.2;
and

            


    

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              (c)

            	
              the
      Transferor, except in case such termination is caused by a breach of the
      Transferor’s obligations under this Agreement, shall have the right to
      retain - as compensation for the suffered costs and expenses - the Price
      eventually paid by the Transferee pursuant to this Agreement. It is
      understood that in case such termination is caused, directly or
      indirectly, by a breach of the Transferor’s obligations under this
      Agreement, the Transferor, without prejudice for any Transferee’s right
      for damages, shall immediately reimburse to the Transferee all payments
      made as Price and all costs and expenses suffered in relation to the
      Project, including the lump sums paid to the Landlords pursuant to Article
      2.2 if not previously reimbursed under letter (b)
  above.

            


    

    


    
      	
              14. 

            	
              CONFIDENTIALITY

            


    

    


    
      	
              14.1

            	
              Without
      the prior written consent of the other Party, the Parties expressly
      undertakes to treat as strictly confidential and not disclose to any third
      party, except to its affiliates, advisors and or third party to which the
      information have to be transferred for the implementation of the Project,
      this Agreement and its content as well as any information concerning the
      Project received in connection with the performance of the Agreement
      provided that the Transferee shall be free to (i) make any public
      announcement on the Project without the need to obtain the prior
      agreement/authorisation of the Transferor, (ii) to transfer any
      confidential information relating to this Agreement or the Project to its
      investors and to any third party directly or indirectly involved in the
      Project (including advisors, third party contractors, financial
      institutions and in general any third party to which the information have
      to be transferred for the implementation of the
  Project).

            


    

    


    
      	
              14.2

            	
              The
      confidentiality obligation provided under Article 14.1 above shall not
      apply to information which:

            


    

    


    
      	
            	
              (a)

            	
              is
      or becomes publicly known through no wrongful act of one of the
      Party;

            


    

    


    
      	
            	
              (b)

            	
              is
      received without restriction from a third party without breach of any
      obligation of non-disclosure;

            


    

    


    
      	
            	
              (c)

            	
              is
      independently developed by one of the Party as shown to the satisfaction
      of the other Party by written records;
or

            


    

    


    
      	
            	
              (d)

            	
              is
      required to be disclosed under the applicable laws, rules or regulations
      or in order to duly perform the obligations provided in the
      Agreement.

            


    

    


    
      	
              14.3

            	
              The
      obligations contained in this Article shall survive for 5 (five) years
      after termination or ceasing of this
Agreement.

            


    

    


    
      	
              15.

            	
              FORCE
      MAJEURE

            


    

    


    
      	
              15.1

            	
              According
      to Italian law, no Party shall be responsible for breach of its
      obligations under this Agreement in case such breach is directly caused by
      force majeure circumstances which are beyond the Parties’ reasonable
      control and cannot be overcome by
them.

            


    

    


    
      	
              16.

            	
              NOTICES

            


    

    


    
      	
              16.1

            	
              Any
      notice or other document to be served under this Agreement shall be sent
      by registered mail, anticipated by fax or email, to the following
      addresses:

            


    

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


    
      	
            	
              (a)

            	
              to
      the Transferor:

            


    

    


    
      	
            	
              ·

            	
              ASW
      S.r.l. - C.da Zaccara SP n. 21, Via Per Palmori Kin 9 – 71036 Lucera
      (Foggia) – Cristian D’Angiò
      Fax: +39 0881 52 13 09;

            


    

    


    
      	
            	
              (b)

            	
              to
      the Transferee:

            


    

    


    
      	
            	
              ·

            	
              PSP
      Inc. – European Headquarters, 4 Paradeplatz - 9 Tiefenhoefe, CH-8001
      Zurich – Frank Jürgens –
      Fax: +41 43 544 80 89;

            


    

    


    
      or
at such
other address each Party may have notified to the other Party in accordance with
this clause.

    

    


    
      	
              17.

            	
              MISCELLANOUS

            


    

    


    
      	
              17.1

            	
              Entire
      Agreement

            


    

    


    This
Agreement (including any Schedule hereto) and the agreements, documents and
instruments to be signed and delivered pursuant hereto or thereto, are intended
to function as the final, complete and exclusive agreement among the Parties
with respect to the Project and related transactions, and are intended to
supersede all prior agreements, understandings and representations written or
oral, with respect thereto and may not be contradicted by evidence of any such
prior or contemporaneous agreement, understanding or representation, whether
written or oral.

    


    
      	
              17.2

            	
              Amendments

            


    

    


    No
amendment, modification or waiver of any provision of this Agreement shall be
valid and binding unless approved in writing by the Party against which such
amendment, modification or waiver is invoked. No waiver of the Parties shall
constitute a waiver of any other provision unless such waiver is otherwise
expressly provided.

    


    
      	
              17.3

            	
              Severability

            


    

    


    Any
Article or other provisions of this Agreement which is or becomes illegal,
invalid or unenforceable shall be severed from this Agreement, to the extent
permitted under applicable law, and be ineffective to the extent of such
illegality, invalidity or unenforceability and shall not affect the remaining
provisions hereof and be replaced by a provision reflecting the intent of the
Parties.

    


    
      	
              17.4

            	
              Language

            


    

    


    The
language of this Agreement and the transactions envisaged by it is English and
all notices, demands, requests, statements, certificates or other documents or
communications must be in English unless otherwise agreed. However, where a term
in Italian is given in italics or in italics and in brackets after an English
term and there is any inconsistency the meaning in Italian shall
prevail.

    


    
      	
              17.5

            	
              Fees

            


    

    


    Except
where this Agreement provides otherwise, each Party shall pay its own costs and
fees relating to the negotiation, drafting, execution and implementation of this
Agreement and of each document referred to in it.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    
      	
              17.6

            	
              Assignment

            


    

    


    This
Agreement and all related rights, interests, and obligations shall not be
assigned by the Transferor without the prior written consent of the Transferee
and any attempt of transfer or assignment of this Agreement by the Transferor
without the consent of the Transferee shall be deemed void and with no
effect.

    


    The
Transferee shall have the right to transfer and assign, totally or partially -
and without any need to obtain the prior consent of the Transferor - to any
third party this Agreement and all related rights, interests and obligations,
provided that the Transferee shall remain fully and jointly responsible with the
transferee for the fulfilment by the transferee of all its obligations under
this Agreement.

    


    
      	
              18.

            	
              GOVERNING
      LAW

            


    

    


    
      	
              18.1

            	
              This
      Agreement is governed by and shall be construed in accordance with Italian
      law.

            


    

    


    
      	
              19.

            	
              ARBITRATION

            


    

    


    
      	
              19.1

            	
              Unless
      settled by mutual agreement, any dispute whatsoever that might arise out
      of or in connection with the performance or the meaning of this Agreement
      or in connection with any other matter of whatsoever nature concerning
      this Agreement shall be submitted to arbitration and finally settled in
      accordance with and subject to the Rules of Arbitration of the
      Camera Arbitrale
      Nazionale ed Internazionale of Milan. The panel of arbitrators will
      be composed of three members, two of them appointed, each, by each Party
      and the third one, who shall act as Chairman, appointed jointly by the two
      appointed arbitrators or, in case of disagreement, by the Camera Arbitrale in the person of its
      Chairman.

            


    

    


    
      	
              19.2

            	
              Unless
      otherwise agreed in writing by the Parties, the arbitration will take
      place in Milan (Italy), in English language. The Parties acknowledge and
      agree that the laws of the Republic of Italy will apply to the
      arbitration.

            


    

    


    
      	
              19.3

            	
              The
      costs of the arbitration, including counsel’s fees and cost, will be
      assessed against the unsuccessful Party, with respect to any claim
      unsuccessfully disputed by the relevant Party, and the arbitrators shall
      make such costs allocation in their
decisions.

            


    

    


    ***

    


    THIS
AGREEMENT has been signed by the Parties (or their duly authorised
representatives) on the date stated at the beginning of this
Agreement.

    


    
      
        
          
            
              	/s/
      Dott
      Cristian D’Angiò	 
      	/s/
      Frank Jürgens
	
                      Dott
      Cristian D’Angiò

                    	 
      	
                      Mr.
      Frank Jürgens

                    
	
                      For
      and on behalf of ASW S.r.l.

                    	 
      	 
      
	 
      	 
      	/s/
      Cesare Boffa
	 
      	 
      	
                      Prof.
      Cesare Boffa

                    
	 
      	 
      	 
      
	 
      	 
      	
                      For
      and on behalf of PSP
Inc.

                    


            

          

        

      

    

    


    
      
        
           


        

        
          16