0001144204-11-035123 Sample Contracts

PREMIER POWER RENEWABLE ENERGY, INC. INVESTOR RIGHTS AGREEMENT

Investor Rights Agreement • June 10th, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined • Delaware

• Contract Type
  Investor Rights Agreement
• Filed
  June 10th, 2011
• Company
  Premier Power Renewable Energy, Inc.
• Industry
  Electric & other services combined
• Jurisdiction
  Delaware

This Investor Rights Agreement (this “Agreement”) is made and entered into as of June __, 2011 (the “Effective Date”), by and among Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), and Genalta Power Inc., a British Columbia corporation (the “Investor”).

PREFERRED STOCK PURCHASE AGREEMENT

Preferred Stock Purchase Agreement • June 10th, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined • Delaware

• Contract Type
  Preferred Stock Purchase Agreement
• Filed
  June 10th, 2011
• Company
  Premier Power Renewable Energy, Inc.
• Industry
  Electric & other services combined
• Jurisdiction
  Delaware

This PREFERRED STOCK PURCHASE AGREEMENT, dated as of June 7, 2011 (this “Agreement”), is entered into by and between Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”) and Genalta Power Inc., a British Columbia corporation (the “Purchaser”).

COMMON STOCK WARRANT

Common Stock Warrant • June 10th, 2011 • Premier Power Renewable Energy, Inc. • Electric & other services combined • California

• Contract Type
  Common Stock Warrant
• Filed
  June 10th, 2011
• Company
  Premier Power Renewable Energy, Inc.
• Industry
  Electric & other services combined
• Jurisdiction
  California

Premier Power Renewable Energy, Inc., a Delaware corporation (the “Company”), hereby grants Genalta Power Inc., a British Columbia corporation (the “Holder”), for value received, the right to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through the earlier of: (a) the consummation of a Change of Control (as defined in the Certificate of Designation of Preferences, Rights, and Limitations of Series C Convertible Preferred Stock, filed by the Company on _____________, creating the Series C Preferred Stock) in which at least 95% of the outstanding shares of common stock of the Company have been sold or exchanged or the common shareholders of the Company, as constituted prior to such Change of Control, own no more than thirty percent (30%) of the surviving or resulting company, after the transaction(s), subject to the Company having provided notice to the Holder at least 45 days in advance of such