0001144204-10-037053 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York

The undersigned (the “Investor”) hereby confirms its agreement with Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), as follows:

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PREMIER POWER RENEWABLE ENERGY, INC. [______] Shares of Common Stock, par value $0.0001 per share PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York

Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to [_____] shares (the “Offered Securities”) of common stock, par value $0.0001 per share (the “Common Stock”) to one or more investors (collectively, the “Investors”). The Offered Securities are described more fully in the Registration Statement (as hereinafter defined).

Form of Lock-Up Agreement
Lock-Up Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined • New York
SUPPLEMENT TO LIMITED AND TEMPORARY WAIVER AGREEMENT
Limited and Temporary Waiver Agreement • July 8th, 2010 • Premier Power Renewable Energy, Inc. • Electric & other services combined

Reference is made to that certain Limited and Temporary Waiver Agreement between Genesis Capital Advisors, LLC and its designated FINRA licensed Broker Dealer ("Genesis") and Premier Power Renewable Energy, Inc. ("Premier") dated April 28, 2010 (the "Original Waiver"). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Waiver.

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