Unassociated Document


    ESCROW
AGREEMENT

    AMENDMENT
NO. 1

    


    This
Escrow Agreement Amendment No. 1 (this “Escrow Amendment”) is
dated as of July 22, 2009, among (i) Premier Power Renewable Energy, Inc., a
corporation duly organized under the laws of the State of Delaware, (ii)
Rupinvest Sarl, a corporation duly organized and existing under the laws of
Luxembourg, (iii) Esdras Ltd., a corporation duly organized and existing under
the laws of Cyprus, and (iv) Capita Trust Company Limited, a private limited
company incorporated in England and Wales.

     

    WHEREAS,
Premier Power Renewable Energy, Inc., Rupinvest Sarl and Esdras Ltd. entered
into a Share Exchange Agreement on or about June 3, 2009 (the “Share Exchange
Agreement”);

     

    WHEREAS,
the parties hereto entered into an Escrow Agreement or on about July 9, 2009
(the “Escrow
Agreement”) in connection with the Share Exchange Agreement;
and

     

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

     

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

     

    1.           Amendment to Escrow
Agreement.  Effective immediately upon the complete execution
of this Escrow Amendment, the definition of “Share Exchange Deliveries Deadline”
in Section 2.1 of the Escrow Agreement shall mean “twenty-seven (27)
Trading Days of the Escrow Opening Date” so that the Share Exchange Deliveries
Deadline shall be July 31, 2009.

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
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    6.           Effectiveness of Escrow
Agreement.  Except as otherwise amended or revised pursuant to
this Escrow Amendment, the terms, conditions, and provisions of the Escrow
Agreement shall be in full force and effect.

    


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

    


    
      	 
      	
              PREMIER
      POWER RENEWABLE ENERGY, INC.

            
	 
      	 
      
	 
      	
              By: 
      /s/ Dean
      Marks                                  
      

            
	 
      	
              Dean
      Marks

            
	 
      	
              Chief
      Executive Officer

            
	 
      	 
      
	 
      	
              RUPINVEST
      SARL

            
	 
      	 
      
	 
      	
              By: 
      /s/ Francois
      Bourgon                       
      

            
	 
      	
              Francois
      BOURGON

            
	 
      	
              Gerant

            
	 
      	 
      
	 
      	
              By: 
      /s/ Miguel de
      Anquin                       
      

            
	 
      	
              Miguel
      DE ANQUIN

            
	 
      	
              Gerant

            
	 
      	 
      
	 
      	
              ESDRAS
      LTD.

            
	 
      	 
      
	 
      	
              By: 
      /s/ Massimo
      Saluppo                       

            
	 
      	
              Massimo
      SALUPPO

            
	 
      	
              Procuratore

            
	 
      	 
      
	 
      	
              CAPITA
      TRUST COMPANY LIMITED

            
	 
      	 
      
	 
      	
              By: 
      /s/ Colin
      Benford                             
       

            
	 
      	
              Name:  
      Colin Benford

            
	 
      	
              Title:    
      Director

            
	 
      	 
      
	 
      	
              By: 
      /s/ David
      Baker                                
       

            
	 
      	
              Name:  
      David Baker

            
	 
      	
              Title:    
      Director

            


    

    


    


    
      
        
        

      

      
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