WAIVER AND
AMENDMENT
This WAIVER AND AMENDMENT (hereinafter, the
“Waiver and Amendment”) is made and entered into as of
July 30, 2009 by and among:
(1) Premier
Power Renewable Energy, Inc., a corporation organized under the
laws of the State of Delaware with its principal place of business
at 4961 Windplay Drive, Suite 100, El Dorado Hills, California
95762, United States of America ("PPRW");
(2) Rupinvest
Sarl, a corporation duly organized and existing under the laws of
the country of Luxembourg (“LUX”) with its address for
notice at 4 Rue Jean-Pierre Probst, L-2352 Luxembourg;
(3) Esdras
Ltd., a corporation duly organized and existing under the laws of
Cyprus (“CYP”) with its address for notice at
Campobasso Italy, Via San Giovanni in Golfo 205/e; (the above named
three corporations being known collectively as the
“Companies”), and
(4) Capita
Trust Company Limited, a private limited company incorporated in
England and Wales with registered number 00239726 (the "Escrow
Agent", and together with the Companies, the
“Parties”).
All capitalized terms not otherwise defined
herein shall have the meaning set forth in the Share Exchange
Agreement entered into on June 3, 2009 by the Companies (the
“Share Exchange Agreement”) and, if not defined in the
Share Exchange Agreement, then the Escrow Agreement entered into on
July 9, 2009 by the Parties (the “Escrow
Agreement”).
RECITALS
WHEREAS, pursuant to the Escrow Agreement, the
Parties agreed to certain escrow deliverables prior to the Share
Exchange Deliveries Deadline;
WHEREAS, pursuant to this Waiver and Amendment,
the Parties agree to waive certain escrow deliverables by LUX and
PPRW IT prior to the Share Exchange Deadline; and
WHEREAS, pursuant to this Waiver and Amendment,
the Parties agree to amend the definition of the Escrow Opening
Date defined in recitals of the Escrow Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of foregoing
premises, the Parties agree to the following:
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the Parties
hereby agree to waive the following
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