WAIVER OF ANTI-DILUTION RIGHTS OF SERIES A PREFERRED STOCK

The undersigned (the “Undersigned”) is the holder of 3,500,000 shares of Series A Preferred Stock (the “Preferred Stock”) of Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”).  All capitalized terms not otherwise defined shall have the meaning set forth in the Certificate of Designation of the Preferred Stock.

Section 7(b) of the Certificate of Designation of the Preferred Stock (the “Certificate of Designation”) provides that the “Conversion Price” will be reduced if:

“If, at any time while this Preferred Stock is outstanding, the Corporation or any Subsidiary sells or grants any option to purchase or sells or grants any right to reprice its securities, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective pric