Department
of Territory


Energy
Service


File N°
597








Funds
for development of renewable energies and savings of energy




Loan
Agreement





N°
08/03





between





Etat de
Genève, Department of Territory (DT), Cantonal Energy Service (ScanE),
lender





and





SES
Société d’Energie Solaire SA (hereinafter the “beneficiary” or “SES SA”),
domiciled at 129 route de Saint-Julien 1228 Plan-les-Ouates,
borrower








1)
Preamble





On August
21, 2008, SES SA filed a request with DT, ScanE, for a loan of CHF 5,000,000
(five millions of Swiss francs), in accordance with the Act Establishing Two
Funds for the Development of Renewable Energies and Economies of Energy (L 2
40), for the purpose of bridge-loan designated to complete the loan granted for
the construction of their new manufacturing facility in ZIPLO, which is located
on plot n° 6786 (DDP on plot n° 6708) of the municipality of Plan-les-Ouates. By
decision dated October 8, 2008, the DT, granted SES a loan of CHF 5,000,000 for
a period of 6 months, at the interest rate of 4% per annum. This decision was
contingent upon the signing by the parties of this Loan Agreement. The latter
determines the modalities of the transfer, of the repayment, and the guarantee
of the aforementioned loan.




2)
Transfer of the loaned
monies to the borrower





Not a
single transfer shall take place unless the guarantees set forth in Section 7
hereinafter are presented by the borrower and two copies of this agreement are
signed.





The
interests start from the payment of the loan by State of Geneva, DT,
ScanE.





The loan
shall be paid into the credit for the construction account No R 3307.0035 held
at the Bank Cantonal de Genève





3)
Duration of the
loan





The loan
is granted for a maximum period of 6 months starting from the date where the
loan was paid by DT, ScanE.





4)
Interests





The loan
shall bear interest of 4% per annum payable by the borrower.











5)
Repayment for the
loan





The
borrower undertakes to repay the amount of CHF 5’000’000 and the interests due
on redemption date.





Advanced
repayment of the loan in a single installment or advanced repayment of part of
the loan is possible at all times.





6)
Delay in
repayment





A penalty
interest of 5% shall be paid in case of late repayment of the capital and
interests.





7)
Guarantees




The loan
is guaranteed by a mortgage certificate of CHF 5’000’000 established on the DDP
6786 of plot 6708 of the municipality of Plan-les-Ouates. The mortgage
certificate shall be returned to the borrower as soon as the loan is
repaid.





8)
Use of the loan in
conformity with the energy indicators





The
borrower shall use the loan to realize the project enclosed to its demand number
597 which was approved
by DT, ScanE by its decision dated October 8, 2008 and excluding any other
use.





9)
Project or
installation changes





Any
change in the initial project as such was approved by DT needs be notified in
writing to DT, ScanE, so that, if needed, a new examination of the file can be
effectuated.





Any
change which was not approved in writing by DT, ScanE, shall constitute a breach
of contract.





10)
Entry and information
right





The
present agreement authorizes DT, ScanE to effectuate, at its own expenses, the
scrutiny visits throughout the duration of the construction works. If the
installation is declared not conform to the initial project, the cost of the
scrutiny visits shall be assumed by the borrower.





The
borrower authorizes DT to use photographs or other documents and information
concerning the project in connection with statistics, information or promotion
of renewable energies.





11)
Venue and governing
law





For any
dispute arising out of the present agreement, the venue shall be in Geneva.
Swiss law applies.





12)
Transfer/Assignment





The
present agreement cannot be fully or partially assigned by any of the parties to
any third party (Art. 164(1) Code of Obligations).





Address
of correspondence





Any
correspondence in relation to this agreement shall be sent to the address
hereinafter and shall mention the name of the borrower, the signing date and the
file number (indicated at the beginning of the contract)







Service
de l’Energie


Rue du
Puits-Sait-Pierre 4


Case
postale 3918


1211
Geneva 3





Agreement
drafted and signed in two original copies, one for the borrower and another for
Etat de Genève, DT, ScanE





For
      Etat de Genève, DT:
            
            For
      the borrower:Mr.
      Olivier Epelly
              Director
      of the Service for Energy
            
            Mrs
      Sandrine Crisafulli
              Administrative
      director[signed]
            
            [signed]
              [SES
      SA seal]Geneva,
      October 27, 2008
            
            Geneva,
      October 9, 2008