LIMITED AND TEMPORARY WAIVER AGREEMENT
Genesis
Capital Advisors, LLC and its designated FINRA licensed Broker Dealer
(“Genesis”) hereby provides a limited and temporary waiver with respect to the
exclusivity provision in the agreement between Genesis and Premier Power
Renewable Energy, Inc. (“Premier”) dated October 31, 2008 (“Genesis Agreement”),
in order to allow Premier to enter into the engagement agreement and related
placement agent agreement with ▇▇▇▇▇▇▇▇ Curhan Ford & Co. (“▇▇▇▇▇▇▇▇”) in
the form attached hereto as Exhibit A (“▇▇▇▇▇▇▇▇ Agreement”). This
limited and temporary waiver does not apply to any amendments, extensions or
changes to any of the terms of the ▇▇▇▇▇▇▇▇ Agreement, and is strictly limited
to the Capital Raising Transaction (as defined in the ▇▇▇▇▇▇▇▇ Agreement) to be
placed by ▇▇▇▇▇▇▇▇. As consideration for this limited and temporary
waiver, Premier shall pay Genesis a cash fee equal to $150,000 at the time
capital is received by Premier. This limited and temporary waiver
shall expire upon the expiration or termination of the ▇▇▇▇▇▇▇▇
Agreement. With the exception of this limited and temporary waiver,
all terms of the Genesis Agreement remain in full force and effect.
IN
WITNESS WHEREOF, the parties hereto have executed this agreement as of April 28,
2010.
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Genesis
Capital Advisors, LLC
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By:
/s/ ▇▇▇▇
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By:
/s/ ▇▇▇▇▇▇▇
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President
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Managing
Member
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