Superserve Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    MASTER
ACQUISITION AGREEMENT

     

    in
respect of Special Purpose Vehicles (SPV)

     

    in
the field of Photovoltaic Plants Projects in Greece


     

    By and
between


     

    Superserve
Ltd.


     

    and


     

    PRIME
SUN POWER Inc.


     

    Draft –
20th
August 2010

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    THIS MASTER ACQUISITION
AGREEMENT (the “Agreement”) is made on 19th of
August 2010, in Athens

     

    BY AND
BETWEEN

     

    
      Superserve
Ltd., a limited trading company, with registered office in Krinon 16, 3110
Limassol, Cyprus, registered with the Register of Enterprises of Cyprus under
the law of companies under the Chapter 113, with share capital fully paid-in,
represented by George koukouzelis in his/her capacity as ultimate beneficiary
pursuant to the power of attorney dated 17th August
2010 a copy of which is attached hereto (“GNK” or the “Seller”)

    

     

    AND

     

    PRIME SUN POWER Inc., a US company, with registered
office in Nevada represented by Olivier de Vergnies, in his capacity as Chief
Executive Officer, hereto (“PSP” or the “Purchaser”);

     

    the
Seller and the Purchaser are herein collectively referred to also as the “Parties” and individually as a
“Party”;

     

    RECITALS

     

    
      	
              (A)

            	
              The
      Parties operate in the field of renewable energies and, in particular, are
      engaged in the application process, development, construction and
      operation of photovoltaic plants;

            


    

     

    
      	
              (B)

            	
              

                The
      seller’s company was created in 2008 by George koukouzelis as the ultimate
      beneficial owner) and is active in the rendering of consulting services in
      the following business
sectors:

              

            


    

     

    
      
        
          	
                   
      

                	
                   
      i.

                	
                  Renewable
      energy

                
	 	 	 


        

      

      
        
          	
                   
      

                	
                   ii.

                	
                  Restructuring
      & turnaround management

                
	 	 	 


        

      

      
        	
                 
      

              	
                iii.

              	
                M&A

              


      

    

     

    
      	
              (C)

            	
              The
      Seller holds the entire capital (the “Participations”) of the
      special purpose vehicles, as better described herein and in Annex 1 to the
      present Agreement (individually referred to also as the “SPV” and together the
      “SPVs”); the exact
      number of SPVs will be defined during the application process and will be
      approved by the buyer.

            


    

     

    
      	
              (D)

            	
                    
                The
      Purchaser has a global objective to develop 25Mw in Greece. The Purchaser
      has the intention, upon sufficient financing, to acquire and/or to apply
      for up to 5 Mw from the Seller in 2010 for implementation in 2011. The
      total number of MW in 2011 can be increased for an additional 20 Mw upon
      the market conditions and sufficient financing capacity to be confirmed in
      due course by the Purchaser and the Financing
      Institution.

              

            


    

     

    
      	
              (E)

            	
              Each
      of the named SPVs fully owns 100% of the rights, title and interest in
      solar power  plants having an aggregate nominal output power of
      a first set 10 projects for 5
      Mw (individually referred to, if not otherwise defined, as the
      “Plant ” and
      together as the “Plants
      ”), in the territory of Greece, in the Thessaly Region, in Larissa
      and Karditsa areas. Final location and technical specifications of each
      Plant will be provided in due course. Annex 2 will be completed after
      reserving the plots with the
landlords.

            


    

     

    
      	
              (F)

            	
              The
      scope of services of the Seller will notably encompasses all necessary
      actions related to the application of the connection to the Greek Power
      Corporation (PPC) and the execution of the relevant connection agreements
      with the PPC for the connection to the Greek power
  grid.

            


    

     

    
      	
              (G)

            	
              The
      Seller has obtained, or is in the process of obtaining, all the
      Authorisations (as defined below) necessary for the construction and
      operation of the Plants, including the permits necessary for the Grid
      connection;

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               (H)

            	
              The
      Purchaser wishes to purchase and the Seller wishes to sell all the
      Participations relevant to each SPV according to the terms and conditions
      set forth by this Agreement (the “Transaction”).

            


    

     

    Now,
therefore, on the basis of the foregoing recitals,

     

    THE
PARTIES HEREBY AGREED AS FOLLOWS

     

    
      	
              1.

            	
              Recitals,
      Annexes, Exhibits, entire agreement and
  definitions

            


    

     

    
      	
              1.1

            	
              The
      Recitals, Annexes and Exhibits are an integral and essential part of this
      Agreement.

            


    

     

    
      	
              1.2

            	
              This
      Agreement replaces all understandings and arrangements previously agreed
      between:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Parties; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              between
      any Party and any other person;

            


    

     

    relating
to the matters contained in this Agreement and/or the Transaction and all of
such previous understandings and arrangements shall cease to be enforceable with
effect from the date on which this Agreement is signed and
executed.

     

    
      	
              1.3

            	
              In
      addition to the terms and expressions defined by other clauses or
      provisions of this Agreement, the following listed terms and expressions
      shall have the meaning indicated when used in this Agreement, it being
      agreed that the same meaning shall apply either in the singular or in the
      plural.

            


    

     

    “Affiliate”: means, with
respect to any person, any other person directly or indirectly controlling,
directly or indirectly controlled by or under direct or indirect common control
with, such person, where "control" means (a) in the case of a corporation,
ownership of shares having 50 percent or more of the voting power or value of
all the outstanding shares of capital stock of the corporation, and (b) in the
case of a non-incorporated organization, ownership of 50 percent or more of the
capital or profits interest in the organization.

     

    “Agreement” means this Master
Acquisition Agreement including, without limitation, its Recitals, Annexes and
Exhibits.

     

    “Applicable Laws and
Regulations”: means all national, regional and local laws, statutes,
codes, acts, ordinances, orders, judgments, decrees, injunctions, rules,
regulations, permits, licenses, authorizations, directions and requirements of
all governments, governmental and in general public Authorities having
jurisdiction over the Plants or any of the activities and transactions
contemplated by this Agreement.

     

    “Authorizations” means all
authorisations, licences, certifications, permits, approvals, “nulla osta”, consents and
rights of any kind whatsoever which are necessary and/or required for the
development, construction, maintenance and operation of the Plants and which
have been issued by the relevant authorities (as the case may be);

     

    “Authorization Date”: means,
with respect to each Plant, the date that falls 30 (thirty) days after the
submission of the relevant permits, complete of all required documentation,
permits and consents requested for its perfection, provided that by the
aforesaid 30 (thirty) days period, the relevant permit has not been challenged
before the competent courts or has not been revoked by the competent authorities
and no objections, remarks or additional documentation or information have been
made or requested by any competent authority or third party against such permit.
In the event any remarks or requests of additional documents or information are
raised, all necessary actions have been taken in order to overcome such remarks
or fulfil such requests and 30 (thirty) days (or the different period required
by Applicable Laws and Regulations) after such actions have passed without the
relevant Municipality or any other relevant Authority raising any further
remarks or requests of additional documents or information;

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    “Business Day”: means any
calendar day on which the banks are open for banking business in Greece other
than Saturdays and Sundays;

     

    “Closing” means the date of
execution of the notarial deed of transfer of the Participations by the Seller
to the Purchaser and the Seller shall pay the Purchase Price according to
clauses 3.1 (ii) and 3.2 of the present Agreement;

     

    "Closing Date" shall mean any
date before the 20th
Business Day following the date on which the conditions precedent set out in
this agreement. (Conditions precedent) below have been satisfied or any other
date agreed in writing between the Parties;

     

    “Confidential Information”:
means any confidential information including (without limitation) all documents,
deeds, studies, data, information, reports, know-how, processes and recipes
however relating to, or connected with, the business and affairs of the
Purchaser or the Seller, as the case may be.

     

    “Consideration”: means the
price to be paid by the Purchaser for the sale of the Participations as
determined in Clause 3 below.

     

    “Due Diligence”: means the
legal, tax, financial and technical due diligence investigation carried out by
the Purchaser, according to the terms set forth by following clause 2.3 of the
present Agreement,  directly or through its consultants and advisors,
on each of the SPVs and on each of the Plants;

     

    “Execution Date” means the date
of the execution of this Agreement.

     

    “Financial Close Date” means
the date on which each relevant Plant has been Fully Permitted and
Connected.

     

    “Fully Permitted and Connected”
means a Plant for which:

     

    
      	
               
      

            	
              (a)

            	
              Authorizations
      have been or will be definitively and legally
      obtained.  

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      required Land Rights have been or will be definitively and legally
      obtained or granted, are duly registered in public registries (together
      with the relevant Land Lease Agreements) and fully enforceable against any
      third party, so that the applicant has the unrestricted availability of
      the relevant land in accordance with the provisions of the Applicable Laws
      and Regulations for the full validity of the permits/licenses, as the case
      may be, and there are no encumbrances over such lands, all the above as
      resulting from a notarial 20-year report (“Notarial Report”); it being
      understood that at Closing, the Seller shall deliver an update of the
      Notarial Report dated not earlier than 10 days from the Closing, if not
      attached to the relevant final and definitive Land Lease
      Agreements;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      connection rights have been or will be definitively and legally obtained
      or granted so that (i) all Permits and
      authorisations to construct the relevant Plant and connect the relevant
      Plant to the Grid have been or will be duly obtained (including, without
      limitation, the permits possibly required for the realisation of all civil
      works necessary for the construction and connection to the Grid of an
      authorised Plant and (ii) the final detailed
      connection project proposed by the competent Grid Operator has been
      accepted;

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               
      

            	
              (d)

            	
              in
      general, all rights necessary or connected to the Plants realization and
      operation, have been definitively and legally obtained or granted, are
      duly registered in public registries, where applicable, and are fully
      enforceable against any third
party;

            


    

     

    
      	
               
      

            	
              (e)

            	
              all
      civil, engineering and electrical works necessary for the construction of
      the Plant, its connection to the Grid and its operation have been carried
      out and completed in compliance with Applicable Laws and Regulations and
      any prescription provided for in the permits/licenses, relevant to each
      Plant in order for such Plant to lawfully start its commercial operation
      and obtain the Incentives;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      Plant  has been or will be connected to the Grid, as resulting
      from the interconnection report delivered to the relevant SPV’s by the
      competent Grid Operator (and is, therefore, eligible for the Incentives)
      and is producing and feeding electricity into the
  Grid.

            


    

     

    “Grid” means the transmission
or distribution grid, as the case may be, to which a Plant is to be
connected.

     

    “Grid Operator” means the
entity that, from time to time, is in charge with the operation of the
Grid.

     

    “GCC”: means the Greek Civil
Code.

     

    “Incentives” means the
incentives, grants and aids for solar energy plants available from time to time
under Applicable Laws and Regulations.

     

    “Land Lease Agreement” means
each of the land agreements executed by each SPV with the relevant landowner(s)
providing for such landowner(s)’ obligations to grant, inter alia, the building
lease rights, easement
and passage over the relevant land interested by the Projects;

     

    “Land Rights” means, as the
case may be, the ownership, the co-ownership, and/or any rights, including, any
easement rights necessary to use and build the Plant and the Plant evacuation
line, and pie-crust leases, all existing, legally valid and binding, duly
registered in public registries and enforceable against any third party, and
including the possession of such rights, free from any liens necessary for the
unrestricted and undisturbed use, construction and operation of each Plant (and
allowing the Buyer to maintain ownership of the Plant and relevant facilities)
on the relevant lands for a period of time of at least 20  (Twenty)
years, with the right for the relevant SPV to extend such term of 5 (Five) years
for two times or, alternatively, once for 10 (Ten) additional years, unless
otherwise agreed in writing between the Buyer and the Seller;

     

    
      	
               
      

            	
              “Plant“means each solar
      plant owned by each of the SPVs, as described in the present
      Agreement;

            


    

     

    
      	
               
      

            	
              “Property” means the
      movable and immovable asset(s), properties and related rights (including
      rights over the land where each Plant has to be built) held and owned by
      each SPV.

            


    

     

    
      	
               
      

            	
              “Purchaser Price” is
      equal to Euro amount that the Purchaser shall pay to the Seller against
      the transfer of all the
Participations;

            


    

     

    
      	
               
      

            	
              “SPV Price” means the
      price that the Buyer shall pay to the Seller for each SPV Participation,
      which will be equal to the amount set forth under following clause 3 of
      the present Agreement;

            


    

     

    
      	
               
      

            	
              “Participations” means
      the interest participation that the Seller holds in each of the
      SPVs.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

     “Taxes”: means collectively
corporation tax, advance corporation tax, income tax (including income tax or
amounts on account of income tax required to be deducted or withheld from or
accounted for in respect of any payment), capital gains tax, development land
tax, inheritance tax, value added tax, capital duty, stamp duty, duties of
customs and excise, all taxes, duties or charges replaced by or replacing any of
them or their equivalent to which any of the Parties is subject, together with
all penalties, charges and interest relating to any of the foregoing or to any
late or incorrect return in respect of any of them.

     

    
      	
              2.

            	
              Sale
      and purchase of the Participation

            


    

     

    
      	
              2.1

            	
              Subject
      to, and in accordance with, the other terms and conditions set forth in
      this Agreement, the Seller sells to the Purchaser and the Purchaser
      purchases from the Seller each SPV Participation for the Consideration
      indicated under following clause 3 of the present
    Agreement.

            


    

     

    
      	
              2.2

            	
              Each
      SPV Participation is transferred to the Purchaser entirely clear of and
      free from all claims, liens, pledges, charges, equities, encumbrances,
      options, burdens, securities and adverse rights of any description,
      including pre-emption rights, other than any burden connected with each
      SPV commercial operations or with the realization of the Plant owned by
      each SPV, any taxes, debts or other liabilities due or matured for each
      Plant becoming Full Permitted and Connected or other obligations assumed
      anyhow by each SPV for the same purposes above referred
  to.

            


    

     

    
      	
              2.3

            	
              As
      a condition to the sale and purchase of the Participations, Purchaser
      shall carry on a full scale Due Diligence on each SPV and each Plant
      according to the following terms:

            


    

     

    
      	
               
      

            	
              (i)

            	
              PSP
      shall complete the Due Diligence within 8 (Eight) weeks from Execution
      Date;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              PSP
      shall commence the Due Diligence relevant to each SPV and each Plant upon
      the Financial Close Date, and shall complete the Due Diligence in each
      case within 8 (Eight) weeks
thereafter;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Due Diligence outcomes, relevant to each SPV and each Plant, shall be
      deemed as satisfactory when Purchaser has verified
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Plant has been constructed or will be constructed according to the terms
      set forth by following Clause 4 of the present
  Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Plant is or will be Fully Permitted and/or
  Connected;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      projects (SPV & Plants) meet all the criteria defined by the financial
      institution chosen by the Purchaser to provide the long term
      financing;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      projects (SPV & Plants) meet a IRR of a minimum 25% (Twenty
      Five);

            


    

     

    
      
        	  	
                (e)

              	
                all
      representations made by Seller with regard to each SPV, under Points 5.3,
      5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, 5.13, 5.16 and 5.17 of the
      present Agreement have been found to be true and
  accurate;

              


      

    

     

    
      	
               
      

            	
              (iv)

            	
              upon
      satisfactory conclusion of the Due Diligence relevant to each SPV and each
      Plant including availability of equity and debt financing for the
      acquisition of the project relevant to each SPV and each plant, according
      to the terms set forth herein, Purchaser shall promptly send Seller a
      notice containing PSP’s statement that Purchaser is satisfied with the
      outcomes of the Due Diligence. Notification shall be made according to the
      terms set forth by point 9.11 of this Agreement. Closing for the relevant
      SPV and Plant shall happen without any further formality to be
      accomplished by the Parties other than those required by Applicable Laws
      and Regulations to execute the sale and purchase of corporate
      Participations.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               
      

            	
              (v)

            	
              Seller
      grants the right to Purchaser to have full access to all relevant
      information and documents necessary for PSP to carry on the Due Diligence
      on each SPV and each Plant.

            


    

     

    
      	
              2.4

            	
              Upon
      Closing, provided the Parties have fulfilled its obligations under the
      present Agreement, Purchaser will acquire full ownership of each SPV
      Participation. After Closing Purchaser will therefore be entitled to
      obtain all registrations and perform any other formality required by the
      GCC to formalize corporate interest participation acquisitions and give
      Purchaser fully effective and enforceable title on each SPV Participation
      acquired.

            


    

     

    
      	
              2.5.

            	
              It
      is agreed between the parties that the Seller will provide advisory
      services in the context of the acquisition of the 10
    projects.

            


    

     

    - The
seller will arrange the set up of three limited liability companies in Cyprus,
two of which will be wholly owned subsidiaries of the third one and the latter
company will be wholly owned by PSP. The intention of the parties is for each of
the two subsidiaries to apply for 10 connection agreements with the PPC of 500kw
plant each. The final set up structure can be altered depending the
recommendation of the lawyers and the financial institution.

     

     The
Buyer will provide legal advisers with all necessary documents for the creation
of the above companies.

     

    - The
Seller will identify ten (10) suitable plots of land. The criteria will be
notably the geographical location, the distance from the grid, the sun index
factor and the general topography. The Seller will perform a legal due diligence
on the ownership status and enter into pre-acquisition agreements with the
respective owners of ten (10) plots. All deposits or expenses are included in
the fees in 3.4.

     

    - The
Seller will arrange for topographic maps of the land
plots to be created on geodetic system ΕΓΣΑ87 and suitable scale. The Seller
will arrange to get certified copies from the Army Geographical Division (AGD)
of maps of the wider area of where the land plots are located in a scale
1:50.0000 with exact delimitation of all land plots. The Seller will
arrange for a land Usage Map to be created (based on AGD scale 1:5.000) with
marked delimitation of all land plots, the nearby villages/cities, the city
development areas, all NATURA areas in the region, other geographical landmarks
such as rivers, streams etc. and  any other development areas in the
region.

     

    - The
Seller will hire an expert contractor to prepare preliminary Technical Studies
with the layout of the solar panels and technical description for all
plants.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    - The
Seller will arrange to get certificates from the competent Forestry Authorities
for all plots, certifying that they do not constitute forestry land. The Seller
will arrange to get clearance for all plots of land from the competent
Archeological Authorities (3 agencies, Pre-Historic; Byzantine; Modern). The
Seller will arrange
to get clearance on our behalf from “ΝΕΧΩΠ” (the Prefecture's agency for
Planning and Managing the land of High Agricultural productivity) for all land
plots. For the purpose of quicker submission of the application file, The Seller
may initially submit to the PPC declarations (Law 1599/86) that the land
plots are/or are not characterized as high agricultural productivity land. The
Seller will arrange to get certificates stating the “authorized use” of land for
all plots of land (suitability certificate issued by the Planning authorities).
The Seller will arrange to obtain the appropriate certificates confirming that
there are no Production License requirements for the selected land plots. When
applicable to any plot of land, the Seller will obtain a license for small
construction works from the Planning authorities.

     

    - The
Seller will submit declarations (Law 1599/86) that no Environmental Study is
necessary for the plants according to Law 3851/2010, or, if applicable to any
plot of land and the Seller will assign an expert contractor to prepare an
Environmental Study for the specific plant.

     

    - The
Seller will submit the files with all appropriate documents to the
PPC (ΔΕΗ) for a connection application. In this respect furthermore the Seller
will assist the PPC during any inspection of the plots of land, will give
clarifications and data about the compatibility of the plots of land and will
arrange for completion of the connection terms for all plants with the
grid. The Seller will arrange for the execution of respective power purchase
contracts between PSP on the one hand and the PPC and DESMHE on the other hand
for all files approved by the PPC.

     

    - The
Seller will cover all expenses for all above actions/tasks including any legal
and other professional advisors’ fees out of the initial cash payment set in
art. 3.2. PSP will not bear any additional expenses whatsoever for any of the
above actions/tasks in this art. 2.5.

     

    - The
Seller will arrange all necessary steps for the final acquisition of the plots
of land and the registration of the new owners in the Land Registry. These
expenses are not included in your initial fee set out in 3.4. and will be
exclusively borne by the Buyer.

     

    
      	
              3.

            	
              Consideration,
      Closing and Payment Terms

            


    

     

    
      	
              3.1

            	
              On
      the terms and conditions set forth in this Agreement, the Seller, as legal
      and full title owner, hereby sells to the Purchaser, and the Purchaser
      hereby purchases from the Seller, effective as of the Closing Date, free
      and clear from any Encumbrance together with all accrued benefits and
      rights attached thereto, the
Participations.

            


    

     

    
      	
              3.2.

            	
              Advisory
      fees shall be paid to the Seller of € 30.000 per project for the
      preparation of each connection application file. These fees include all
      expenses for the preparation of the ten (10) connection application files.
      Payment terms and conditions will be agreed between the parties in due
      course.

            


    

     

    A success
fee cash payment of thirty thousand euros (€ 30.000) for every connection
agreement executed between PSP and/or its subsidiaries or affiliates and the PPC
related to the connection to the grid of a 500 kw photovoltaic plant. Payment
terms and conditions will be agreed between the parties in due
course.

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    All
payments hereunder shall be made in Euro by wire transfer to the bank account:

    


    Superserve
Ltd.

    Account
Number: 2001 0003 9152

    Account
Currency: EURO

    IBAN:
CY23 0180 0003 0000 2001 0003 9152

    Bank
Name: Eurobank EFG Cyprus

    Swift
Code: EFGBCY2N

    All
amounts payable to you hereunder shall be free of any deductions on account of
taxes (in particular, VAT) and/or other withholdings.

     

    
      	
              4.

            	
              Construction
      of the Plants

            


    

     

    
      	
              4.1

            	
              Each
      Plant has been constructed or will be constructed and realized pursuant to
      the terms and conditions set forth in: (i) a turnkey EPC Agreement with
      PositiveEnergy
      (a bankable EPCI in Greece) for the Plant’s engineering, procurement and
      construction; and (ii) an O&M Agreement with a party to be agreed by
      the Parties for the Plant’s operation and maintenance services, providing
      for, among other things, a two years performance ratio guarantee. The EPC
      Agreement above referred to under point (i) and the O&M Agreement
      above referred to under point (ii) are respectively enclosed to the
      present Agreement as Exhibit 2 and Exhibit
3.

            


    

     

    
      	
              4.2

            	
              The
      Plants have installed or will install monocrystalline, polycrystalline or
      thin film solar PV modules to be approved or chosen by the Purchaser and
      agreed by the Financial
Institution.

            


    

     

    
      	
              4.3

            	
              The
      Seller has arranged for the SPVs to secure the appropriate insurance(s)
      for the Plants.

            


    

     

    
      	
              5.

            	
              Seller’s
      representations and warranties

            


    

     

    
      	
              5.1

            	
              When
      disclosure is used in connection with disclosure of information relating
      to representations and warranties envisaged in this Agreement, such
      disclosure means provision of the original or true copies of the original
      written information and does not include documents referred to in any such
      written information unless they have also been produced and listed in the
      Due Diligence material.

            


    

    


    
      	
              5.2

            	
              The
      Seller hereby represents and warrants to the Purchaser as set forth in
      present Clause 5 on the following
terms:

            


    

     

    
      	
               
      

            	
              (a)

            	
              unless
      otherwise expressly indicated in the Agreement and except in case of
      fraud, fraudulent misrepresentation, dishonesty or deceit, the Seller’s
      representations and warranties indicated in Clause 5 are the only
      representations and warranties of the Seller in relation to the
      Transaction contemplated hereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if,
      at any time, the Seller becomes aware of any fact or event which would be
      a breach of any of the Seller’s representations and warranties in Clause 5
      it shall forthwith disclose the same in full in writing to the
      Purchaser.

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      representations and warranties made by Seller under Clause 5 have to be
      intended as made to the best of Seller’s knowledge at the time
      representations are made according to following point 5.18  of
      the present Agreement.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
              5.3

            	
              Incorporation and
      Existence

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      SPVs will be duly incorporated and organised and are validly existing and
      in good standing under the laws of Greece and have full power and
      authority and are  qualified to conduct their business as
      presently conducted.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      SPVs are not, nor have ever been, subject to insolvency proceedings of any
      kind whatsoever nor is there any fact or circumstance that could give rise
      to any such insolvency or similar proceedings; this clause is valid only
      in the event that the Seller will use an existing
  SPV/s.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      Closing relevant to each SPV all the members of the board of directors (or
      other administrative body) [or the sole director] of each SPV will have
      irrevocably and unconditionally presented their resignation letters to the
      Seller with full release of the SPV in respect of all past remuneration
      and indemnities, other than accrued fees, arising out of their offices or
      any other relationship or agreement with the
  SPV.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      information contained in the introductory part to this Agreement and in
      the Recitals of this Agreement is true and
  correct.

            


    

     

    
      	
              5.4

            	
              Title

            


    

     

    
      	
              5.4.1

            	
              The
      Seller:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Validly
      owns the Participations; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              has
      valid, full and exclusive title to, and right to dispose of, the
      Participations, the latter being fully paid up and entirely clear of and
      free from all claims, liens, pledges, charges, equities, encumbrances,
      options, burdens, usufruct, securities and any other adverse rights of any
      description, save for what to the contrary provided for by preceding point
      2.2 of the present Agreement.

            


    

     

    
      	
              5.4.2

            	
              Furthermore:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Seller has not (i) granted to third parties any existing pre-emption
      rights, warrants, options, convertible bonds or rights of any kind
      whatsoever which give the right to acquire or subscribe for the
      Participations (or any part thereof) or (ii) entered into or executed any
      agreement or contract or similar instrument by which he is bound to create
      new participations and/or increase the corporate capital in the SPVs;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      SPVs have not engaged in any actions constituting the giving of financial
      assistance in connection with the acquisition of their own capital (or any
      part thereof) under Greek law.

            


    

     

    
      	
              5.5

            	
              By-laws and
      resolutions

            


    

     

    No
resolution of (i) the Participations holder or (ii) the board of directors or
other administrative or governing body of each of the SPVs has been passed which
is not contained in the relevant corporate books and registers of each
SPVs.

     

    
      	
              5.6

            	
              SPVs’ financial
      statements

            


    

     

    SPVs’
financial statements and other related accounting books and records have been
prepared and kept in compliance with the applicable provisions of law and
thereby present, truly and correctly, the assets, liabilities and Seller’s
equity of the SPVs

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
              5.7

            	
              Land Lease
      Agreements

            


    

     

    
      	
              5.7.1

            	
              The SPVs have the capacity and the necessary power
      to enter into and be bound by each of the relevant Land Lease
      Agreements (as the case may be) and to
      exercise their rights and perform their obligations under each of
  them.

            


    

     

    
      	
              5.7.2

            	
              All necessary corporate and other action has been
      taken to enable SPVs to validly enter into, be bound by and to perform
      their obligations under each of the Land Lease Agreements (as the
      case may be).

            


    

     

    
      	
              5.7.3

            	
              The execution and delivery of, the
      performance of its obligations under, and compliance by the SPVs with the
      provisions of each of the Land Lease
      Agreements (as the case may be) will not contravene any existing
      applicable Greek law or regulation to which each SPV is subject nor its
      constitutional documents.

            


    

     

    
      	
              5.7.4

            	
              Each of the Land Lease Agreements is in full
      force and effect and constitutes legal, valid and binding obligations of
      the parties thereto enforceable in accordance with their respective
      terms.

            


    

     

    
      	
              5.7.5

            	
              Each
      landowner(s) has valid, full and exclusive title to, and right to dispose
      of, the land which is the subject matter of the relevant Land Lease
      Agreement, as disposed therein, and such land has been registered
      correctly with the Land Registry and is entirely clear of and free from
      all claims, liens, charges, mortgages, registrations, encumbrances,
      options, burdens, usufruct, securities and any other adverse rights of any
      description limiting or in any way affecting the use of it by the each SPV
      during the relevant term.

            


    

     

    
      	
              5.8

            	
              Agreements

            


    

     

    
      	
               
      

            	
              (a)

            	
              save
      for what provided for under point 5.17 below, the SPVs are not bound by
      any contractual relationships or commitments not yet entirely fulfilled
      which have an aggregate cost exceeding Euro 5.000 (Five Thousand) or which
      cannot be terminated on less than 2 (Two) months’
  notice.

            


    

     

    
      	
               
      

            	
              (b)

            	
              none
      of the parties to any agreement which is material to the SPVs’ business
      are in breach thereof.

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      material contracts or agreements entered into by each SPV or by which is
      bound are valid, binding and in full force and
  effect.

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      rights of the SPVs under all such contracts and agreements are owned and
      possessed by them free and clear of claims, liens, pledges, charges,
      equities, encumbrances, options, burdens, mortgages, usufruct, securities
      and any other adverse rights of any
description.

            


    

     

    
      	
              5.9

            	
              Environment and
      applicable laws.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      activity and business of the SPVs have been carried out since their
      respective date of incorporation and are currently carried out in all
      material respects in compliance with all applicable laws, statutes, other
      regulations, permits, licenses, approvals, authorisations or similar
      requirements, including those relating to environmental
      matters.

            


    

     

    
      	
               
      

            	
              (b)

            	
              There
      is no pending or threatened claim, enquiry, proceeding or investigation or
      prosecution by any civil, criminal, labour, environmental or
      administrative authority or other third party against or involving the
      SPVs or any land (or parcels thereof) on which each of the Plant will be
      built, or any other member of its corporate bodies, relating to an alleged
      breach by the SPVs of the above mentioned laws, statutes, other
      regulations, permits, licenses, approvals, authorisations or similar
      requirements.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               
      

            	
              (c)

            	
              No
      release of hazardous materials has occurred at the site on which the Plant
      will be built which entitles the competent Greek authority to enforce its
      rights against the SPVs.

            


    

     

    
      	
              5.10

            	
              Taxes

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      SPVS have promptly and correctly completed and filed all Tax
      returns.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Save
      for what set forth by preceding point 3.3 of the present Agreement, the
      present provision 5.10 having the only purpose to represent to Buyer that
      all possible SPVs’ Taxes exposures have either already been fulfilled or
      are not yet payable or been paid but have been duly accounted for, all
      Taxes pertaining to the activities of each SPV have been duly and promptly
      paid and, if due but not yet paid or payable, have been properly accrued
      for in the SPVs’ financial
statements.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      Tax claims are pending or threatened against the SPVs and no notice of any
      such claim was received by the SPVs for which provision has not been
      accrued.

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      Tax claims are pending or threatened in relation to the SPVs’ financial
      statements.

            


    

     

    
      	
              5.11

            	
              Litigation

            


    

     

    No awards
or orders awarded to third parties by competent courts or arbitration tribunals
have been issued to each SPV, nor is SPV currently involved in any judicial,
arbitral, administrative, labour, civil litigation or other litigation of any
kind whatsoever and there are no facts or circumstances which, with the passing
of time or the giving of notice, may result in any such proceedings commencing
or being threatened.

     

    
      	
              5.12

            	
              Bank and other form of
      debt

            


    

     

    The SPVs
have no bank loans or other forms of debt, other than those undertaken in the
normal course of their business, including any form of financing for the
realization of the Plants, and none of their assets are secured in any form to
any third party, unless disclosed otherwise and released upon Closing relevant
to each SPV.

     

    
      	
              5.13

            	
              Absence of
      unfavourable effects

            


    

     

    
      	
               
      

            	
              The
      execution of this Agreement doesn’t have and shall not have the effect of
      enabling one or more creditors of the SPVs to accelerate the maturity
      dates of their credits, to enforce guarantees, eventually granted to them
      or in any other way to modify the conditions of their relationship with
      the SPVs.

            


    

     

    
      	
              5.14

            	
              Due
      Authorisation

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Seller has full power, authority and capacity and has obtained all
      necessary consents required to validly and fully enter into and perform
      all the obligations under this
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      consent by any third party, including public authorities, is needed to
      authorise the signing, execution and performance of this Agreement by the
      Seller.

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      corporate and other internal proceedings required to be taken by the
      Seller to authorise the signing, delivery and performance of this
      Agreement, have been duly and properly taken, and this Agreement has been
      duly executed by it and constitutes its legal, valid and binding
      obligation in accordance with its
terms.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               
      

            	
              (d)

            	
              The
      signing and delivery of this Agreement, and the consummation of the
      Transaction contemplated hereby, will not conflict with, or result in a
      breach of, or constitute a default under or give rise to a right of
      termination, cancellation or acceleration of the Articles of Incorporation
      or the By-laws of the Seller or any agreement, letter of intent, or other
      instrument by which the Seller is bound, or violate any judgement, order,
      injunction, award, decree, law or regulation applicable to the
      Seller.

            


    

     

    
      	
              5.15

            	
              Due
      Diligence

            


    

     

    
      	
               
      

            	
              The
      due diligence information provided by the Seller to the Purchaser relating
      to the SPVs are true, complete and accurate and are not misleading in any
      respect.

            


    

     

    
      	
              5.16

            	
              Employees

            


    

     

    
      	 	
              The
      SPVs do not have any employees and are not in breach of any applicable
      labour or health and safety laws, regulations, provisions or collective
      labour agreements in respect of employment and employment practices, terms
      and conditions of employment, pay, equity, wages and hours and there are
      no circumstances or facts currently existing which may result in an
      application to the Company of Law .

            


    

     

    
      	
              5.17

            	
              At
      the time of Closing each SPVs will be free of any debt lien, or any
      encumbrance, other than obligations related to the continued operation of
      the Plants, the O&M agreements, leases, taxes, insurance policies and
      payments in satisfaction of applicable government rules and regulations,
      including advances provided by Seller to satisfy
  same.

            


    

     

    
      	
              6.

            	
              Seller’s
      indemnification commitment

            


    

     

    
      	
              6.1

            	
              Indemnification
      commitment

            


    

     

    Pursuant
to this Clause 6, the Seller undertakes to indemnify and hold the Purchaser
harmless in respect of any direct or indirect loss, cost (including third party
professional costs) or damage actually suffered or incurred by the Purchaser,
which would not have been suffered or incurred had the representations and
warranties given by the Seller contained in this Agreement been true, correct
and not misleading

     

    
      	
              6.2

            	
              Limitation
      period

            


    

     

    Any claim
for indemnification by the Purchaser pursuant to this Clause 6 must be notified
in writing to the Seller within the following time periods, failing which the
right to indemnification shall expire:

     

    
      	
               
      

            	
              (a)

            	
              in
      respect of claims regarding social security matters or Taxes, not later
      than 5 (Five) years from the date of execution of this Agreement or from
      the date grounds for the claim arose, whichever comes first; and
      

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      respect of any claim other than those under (a), not later than 1 (One)
      year from the Closing relevant to each
SPV.

            


    

     

    
      	
              6.3

            	
              Procedure

            


    

     

    
      	
              6.3.1

            	
              The
      Purchaser shall inform the Seller, by written notice, of any claim for
      indemnification pursuant to Clause 6.2 (within 45 days) after the
      Purchaser has become aware of a matter which could give rise to
      indemnification hereunder. The communication of the Purchaser shall
      specify the grounds for the possible claim and an estimate of its amount
      based on the information available at the date of the
    notice.

            


    

     

    
      	
              6.3.2

            	
              In
      the event that the grounds for a claim for indemnification pursuant to
      this Clause 6 consist of a third party’s claim brought against any of the
      SPVs, in such procedure, the Seller shall be entitled to carry out the
      defence of such claim on behalf of the SPVs at their own costs and
      expenses.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
              7.

            	
              Purchaser’s
      representations and warranties

            


    

     

    
      The
Purchaser represents and warrants to the Seller that:

    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the representations and warranties contained in this Clause 7 is true,
      correct and not misleading on the date hereof and shall be true, correct,
      and not misleading on the Closing relating to each of the
      SPVs.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      is duly organised, validly existing and in good standing under the laws of
      the country in which it is resident and is qualified to conduct its
      business in the manner in which it is now being conducted and has full
      power, authority and capacity to validly and fully enter into and perform
      all its obligations under this
Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      consent by any third party, including public authorities, is needed to
      authorise the signing, execution and performance of this Agreement .

            


    

     

    
      	
               
      

            	
              (d)

            	
              All
      corporate and other internal proceedings required to be taken by it to
      authorise the signing, delivery and performance of this Agreement, have
      been duly and properly taken, and this Agreement has been duly executed by
      it and constitutes its legal, valid and binding obligation in accordance
      with its terms.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      signing and delivery of this Agreement and the consummation of the
      Transaction contemplated hereby, will not conflict with, or result in a
      breach of, or constitute a default under or give rise to a right of
      termination, cancellation or acceleration of its constitutional documents
      or violate any judgement, order, injunction, award, decree, law or
      regulation applicable to its conducting business as presently
      conducted.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Purchaser agrees to cooperate with the Seller in relation to any possible
      requests of clarifications, documentation, specification or filing, which
      will be made by the local authorities in connection with the issuance of
      any of the interconnection authorisations to be issued by the Grid
      Operator.

            


    

     

    
      	
              8

            	
              Purchaser’s
      indemnification commitment

            


    

     

    The
Purchaser undertakes to indemnify and hold the Seller harmless in respect of any
direct or indirect loss, cost (including third party professional costs) or
damage actually suffered or incurred by the Seller, which would not have been
suffered or incurred had the representations and warranties given by the
Purchaser contained in this Agreement been true, correct and not
misleading.

     

    
      	
              9

            	
              Miscellaneous
      provisions

            


    

     

    
      	
              9.1

            	
              No
      Party shall assign, without the prior written consent of the other Party,
      the present Agreement to any third party which is not an Affiliate of the
      assigning Party. In any case the assigning Party shall warrant performance
      of the assignee according to and for all the effects of the
      GCC.

            


    

     

    
      	
              9.2

            	
              All
      the Annexes attached hereto are incorporated herein, form an integral part
      of this Agreement and shall have the same force and effect as if expressly
      set out in the body of this Agreement and any reference to this Agreement
      shall include the Annexes.

            


    

     

    
      	
              9.3

            	
              This
      Agreement contains the entire agreement of the Parties with respect to the
      Transaction contemplated herein and supersedes any earlier agreements and
      understandings, either verbally or in writing, exclusively between the
      Parties to this Agreement.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
              9.4

            	
              Save
      for what provided for under preceding point 9.3, changes to this Agreement
      can only be validly made, and shall come into force only when made, in
      writing, duly signed by the Parties. Consequently, this Agreement cannot
      be waived or discharged orally.

            


    

     

    
      	
              9.5

            	
              If
      any provision in this Agreement is held to be invalid or unenforceable,
      then such provision shall (so far as it is invalid or unenforceable) be
      given no effect and shall be deemed not to be included in this Agreement
      but without invalidating any of the remaining provisions of this
      Agreement. The Parties shall use all reasonable endeavours to replace the
      invalid or unenforceable provision with a valid provision, the effect of
      which is as close as possible to the intended effect of the invalid or
      unenforceable provision.

            


    

     

    
      	
              9.6

            	
              Any
      possible tolerance by a Party in respect of acts or omissions of the other
      Party in breach of the provisions of this Agreement shall be deemed to be
      a simple tolerance, and in no way shall be construed as a waiver of the
      rights deriving on such Party from the breached provision, nor of the
      right to demand the appropriate and correct fulfilment of the terms and
      conditions provided herein.

            


    

     

    
      	
              9.7

            	
              Each
      of the Parties hereby agrees to execute and deliver all documents, papers
      and instruments and to do and perform all such further acts and things, as
      shall be necessary or convenient to further the purposes of this Agreement
      and the Transaction contemplated hereunder, provided that if the
      documents, papers, instruments and acts have to be executed and delivered
      by the other Party pursuant to an obligation arising out of this Agreement
      the costs incurred by the Party executing and delivering them shall be
      promptly reimbursed by the obliged
Party.

            


    

     

    
      	
              9.8

            	
              None
      of the Parties has undertaken to award intermediary, brokerage or similar
      fees and commissions relating to the Transaction specified herein, the
      payment of which may be legitimately requested, either wholly or in part,
      from the other Party.

            


    

     

    
      	
              9.9

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

            


    

     

    
      	
              9.10

            	
              Unless
      otherwise expressly indicated:

            


    

     

    
      	
               
      

            	
              (i)

            	
              all
      capitalised terms defined in the text of this Agreement shall have the
      meaning so defined through this
Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      words “hereof”, “herein”, “hereunder” and words of similar import, when
      used in this Agreement, shall refer to this Agreement as a whole and not
      to any particular provision
thereof;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      terms defined in the singular shall have the comparable meaning when used
      in the plural, and vice versa; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      reference to Clauses, Articles or Annexes contained in this Agreement
      shall be deemed to be a reference to Clauses, Articles hereof or Annexes
      hereto.

            


    

     

    
      
        	
                9.11

              	
                Any
      notice or communication required or permitted to be delivered to a Party
      pursuant to or in connection with this Agreement shall be made in writing,
      in English, by receipted personal delivery or by telefax to the
      addresses/fax numbers set forth
below:

              


      

    

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Seller:

            


    

     

    
      	  	
              Attention:

            	
              Mr.
      Felix Bitzios, Superserve Ltd.

            


    

     

    
      	  	
              Tel:

            	
              +30
      6939 546530

            


    

     

    with a
copy to: felix.bitzios@fmi.gr

    


    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Purchaser:

            


    

     

    
      	  	
              Attention:

            	
              Mr.
      Olivier de Vergnies, PSP

            


    

     

    
      
        	  	
                Tel:

              	
                +41
      43 544 80 81

              
	 	 	 
	 	Fax:	+41
      43 544 80 89
	 	 	 
	 	e-mail: 	o.devergnies@rudanainvestment.com


      

    

     

    
      	
               
      

            	
              or
      to such other address/representative/fax number as a Party may designate
      by means of a written notice to be sent to the other Party from time to
      time. A notice which is served personally (including by hand, courier,
      postal mail or delivery service) shall be deemed to be served and shall
      take effect at the time of its delivery. A notice which is sent by fax
      transmission shall be deemed to have been served when the recipient has
      received it.

            


    

     

    
      	
              10.

            	
              Taxes
      and other expenses

            


    

     

    
      	
               
      

            	
              Any
      costs, taxes, expenses, duties or charges arising in connection with the
      Transaction contemplated by this Agreement shall be borne and paid for as
      follows:

            


    

     

    
      	
               
      

            	
               (i)

            	
              the
      Parties shall pay their own costs, fees, expenses and disbursements
      (including legal, accounting and other fees incurred by their respective
      auditors, advisors and counsels) relating to this Agreement (including the
      preparation, negotiation, execution and completion of this Agreement and
      any Transaction documents); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      stamp taxes or other taxes or charges levied by any governmental authority
      on the transfer of the Participations (excluding capital gain taxes owed
      by Seller) as well as notarial fees shall be borne and paid for jointly by
      the Parties;

            


    

     

    
      	
              11

            	
              Governing
      Law

            


    

     

    
      	
               
      

            	
              This
      Agreement and the rights and obligations of the Parties hereunder shall be
      governed by, and construed in accordance with, Greek law without regard to
      conflicts-of-law principles that would require the application of any
      other law.

            


    

     

    
      	
              12.

            	
              Disputes

            


    

     

    All
disputes rising from this Agreement shall be resolved exclusively before the
Court of Athens.

     

    
      	
              13.

            	
              Confidentiality
      and announcements

            


    

     

    
      	
              13.1

            	
              The
      Purchaser shall keep secret and confidential any Confidential Information
      relating to or connected with the business and affairs of the Seller
      and/or the Company received by virtue of this Agreement or of any
      investigations made in connection therewith, including the specific
      contractual terms and conditions Parties have agreed upon for the
      realization of the Transaction,  and shall also cause its
      officers, employees, and consultants to whom such information has been
      disclosed for the purposes of this Agreement to comply with such
      commitment. The Purchaser shall exercise all necessary precautions to
      safeguard the confidentiality and secrecy of the Confidential Information
      and to prevent the disclosure thereof, provided that the Purchaser shall
      not be deemed in breach of this Clause 13.1 by virtue of any disclosure
      made pursuant to the provisions or requirements of any law enacted or rule
      issued by any Government or other regulatory or stock exchange authority
      having jurisdiction on the Purchaser in connection with the implementation
      and performance of this Agreement or the consummation of the Transaction
      contemplated hereby.

            


    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    
      	
              13.2

            	
              The
      Seller shall keep, and shall cause their consultants and advisers to keep,
      secret and confidential all Confidential Information in their possession
      however relating to the business of the Purchaser or its Affiliates
      however communicated to or learned by the Seller, their consultants and
      advisers, in connection with, or by virtue of, the Transaction
      contemplated hereby, except for information that is or falls into the
      public domain or is otherwise communicated to third parties through no
      fault of the Seller, their consultants and
  advisers.

            


    

     

    
      	
              13.3

            	
              Without
      prejudice to Clauses 13.1 and 13.2, each Party can make public
      announcements, releases or other disclosure, in connection with the
      subject matter of this Agreement, provided the information disclosed is
      limited to the name of the Parties, the nature and characteristics of the
      Projects and the approximate gross revenue resulting from the
      sale.

            


    

     

    
      	
              14.

            	
              Language

            


    

     

    
      	
               
      

            	
              This
      Agreement shall be executed in the English language, which shall be the
      only language governing this Agreement. In case any translation into Greek
      of the present Agreement is prepared, and there is any contrast between
      the English and the Greek version, the English version shall
      prevail.

            


    

     

    InN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the
date first set forth above:

     

    Athens,
20th
August 2010

     

    
      
        
          
            
              	
                      EXECUTED
      BY the Seller

                    
	
                      Superserve
      Ltd.

                    
	 
      
	
                      /s/
      George Koukouzelis

                    
	
                      George
      Koukouzelis

                    
	
                      CEO

                    
	 
      
	
                      EXECUTED
      BY the Purchaser

                    
	
                      Prime
      Sun Power Inc.

                    
	 
      
	
                      /s/
      Olivier de Vergnies

                    
	
                      Olivier
      de Vergnies

                    
	
                      CEO

                    


            

          

        

      

    

     

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    Superserve
Ltd

    Master
Acquisition Agreement

    20th August
2010

     

    ANNEX
1

    


    LIST
OF THE SPVs UNDER THE AGREEMENT

    


    To be
provided in due course by the Seller.

    


    ANNEX
2

    


    NAME
AND DESCRIPTION OF EACH PLANT

    


    To be
provided in due course by the Seller.