Marcus Hewland LLC
Prime Sun Power Inc.
Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant
to a request for confidential treatment.
This agreement (the “ Agreement ”) is entered into on 7 th April 2009 between:
The Advisor and the Company are hereinafter jointly referred to as the “ Parties ” and severally as the “ Party ”.
IT IS AGREED as follows:
Marcus Hewland LLC, an company duly incorporated under the laws of NY, United States, with
registered office at 301 East, 79
Street, Suite 24-H, New York, NY, USA, TF Id: TF6946106,
represented by its sole director Mrs. Pamela Marion Randall, duly empowered to enter into this
Agreement (the “ Advisor ” ); and
Prime Sun Power Inc., an US Company with registered office at 104, Summit Avenue, Summit - NJ
07902-0080, represented by its Chief Operations Officer, Mr. Frank Jürgens , and its Chief Technology
Officer, Prof. Cesare Boffa, duly empowered to enter into this Agreement (the “ Company ”)
The Advisor is a company providing advisory services for the development of photovoltaic energy
production plants and has proposed to the Company the possibility to invest, directly or through any of its
affiliates, in a green field project consisting of the construction of two individual PV Plants in the Lands
located in Apricena (Foggia), Localitá Selva della Rocca, and Foggia, Localitá Salsola, Italy according to
the relevant Option Contracts, STMGs and Plans (the Project ).
Subject to the effective implementation of the Project and based on the representations made by the
Advisor, the Company is interested in investing in the Project, directly or through any of its affiliates, and
in paying to the Advisor a success fee.
The Parties agree that, unless otherwise specified in th