Exhibit 10.1


 


SECURITIES REPURCHASE AGREEMENT


 


This SECURITIES REPURCHASE AGREEMENT (this “Agreement”),
dated as of January 4, 2023, is entered into by and among ReneSola Singapore Pte. Ltd., an exempt private company limited by shares incorporated
with limited liability under the laws of Singapore (the “Seller”) and ReneSola Ltd, a British Virgin Islands company
(the “Company”, together with the Seller, the “Parties” and each, a “Party”).


 


W I T N E S E T H:


 


WHEREAS, as of the date hereof, the Seller owns,
beneficially and legally of record, 5,050,000 ADSs, in the Company;


 


WHEREAS, the Seller desires to sell, convey, transfer
and assign to the Company, and the Company desires to repurchase, acquire and accept from the Seller, an aggregate of 3,000,000 ADSs owned
by the Seller as of the date hereof (the “Repurchased ADSs”), upon the terms and subject to the conditions set forth
herein; and


 


WHEREAS, certain terms used in this Agreement are
defined in Section 1.1.


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements hereinafter contained, the parties hereto hereby covenant and agree as follows:


 


Article
I 

DEFINITIONS


 


Section 1.1             
Certain Definitions. For purposes of this
Agreement, the following terms shall have the meanings specified in this Section 1.1:


 


“ADSs” means American Depositary
Shares, each representing ten shares with no par value per share of the Company.


 


“Affiliate” means, with respect
to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is
under common control with, such Person, and, for purposes of this definition, the term “control” (including the terms “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through ownership of voting securities, by Contract, as trustee or executor,
or otherwise; and for the purposes of this Agreement, Affiliate of the Seller shall also include Mr. Li, each of the relatives (including
brother-in-laws and nephews) family members of Mr. Li.


 


“Business Day” means any weekday
that the banks in the British Virgin Islands, Singapore, the Hong Kong S.A.R., the People’s Republic of China, and the United States
of America are generally open for business.


 






     


     


    

 


“Confidential Information” means
any and all information, in any form or medium, written or oral, concerning or relating to the Company or its subsidiaries (whether prepared
by the Company, its subsidiaries, representatives or otherwise, and irrespective of the form or means of communication and whether it
is labeled or otherwise identified as confidential), including all oral and written information relating to financial statements, projections,
evaluations, plans, programs, customers, suppliers, facilities, equipment and other assets, products, processes, manufacturing, marketing,
research and development, trade secrets, know-how, patent applications that have not been published, technology and other confidential
information and intellectual property of the Company or its subsidiaries. In addition, “Confidential Information” shall be
deemed to include all notes, analyses, studies, interpretations, memoranda and other documents, material or reports (in any form or medium)
prepared by or on behalf of the Seller or its Affiliates or their respective representatives that contain, reflect or are based upon,
in whole or part, the information of the Company or its subsidiaries.


 


“Contract” means any written
servicing agreement, management agreement, remarketing agreement, support services agreement, purchase agreement, loan agreement, indenture,
letter of credit (including related letter of credit applications and reimbursement obligations), mortgage, security agreement, pledge
agreement, deed of trust, bond, note, guarantee, surety obligation, warranty agreement, license, franchise agreement, power of attorney,
purchase order, sales order, lease or endorsement agreement, and any other written agreement, contract, instrument, obligation, plan,
offer, commitment, arrangement or understanding to which a Person is a party or by which any of its properties or assets may be bound
or affected, in each case as amended, supplemented, waived or otherwise modified.


 


“Governmental Body” means any
government or governmental, quasi-governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal,
state, or local, or any agency, board, bureau, instrumentality or authority thereof, or any court, arbitrator, tribunal or other public
body, including any tax authority, foreign exchange administration and securities regulatory commission.


 


“Law” means any federal, state,
local or foreign law, statute, code, ordinance, rule or regulation having the force of law, declaration or agency requirement.


 


“Liability” means any debt,
liability, commitment, obligation, demand or assessment of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated
or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or
however arising (including, whether arising out of any Contract or tort based on negligence or strict liability).


 


“Lien” means any lien, pledge,
mortgage, security interest, charge, claim, lease, option, easement, servitude, right of first refusal, right of first offer or other
restrictive covenant or agreement, voting trust or agreement, transfer restriction (other than transfer restrictions arising under applicable
federal, state or foreign statutory Laws) or other similar restriction or encumbrance.


 


“Loss” means any and all claims,
causes of action, actions, proceedings, suits, judgments, Liens, executions, including reasonable costs, expenses, losses or liabilities
incurred by an indemnified person in defending (whether successfully or otherwise) any civil proceedings in any court or before any Governmental
Body.


 


“Mr. Li” means Mr. Li Xianshou,
the sole shareholder of the Seller.


 


“NYSE” means the New York Stock
Exchange.


 


“Order” means any order, injunction,
judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.


 


“Organizational Documents” means:
(i) with respect to any corporation, its articles or certificate of incorporation and by-laws, (ii) with respect to any limited
liability company, the limited liability company or operating agreement and articles of organization or articles or certificate of formation
of a limited liability company and (iii) with respect to any other type of entity, its organizational or constituent documents.


 






     


     


    

 


“Permits” means any approvals,
authorizations, consents, licenses, permits, clearances, qualifications or certificates of a Governmental Body or self-regulatory organization.


 


“Person” means any individual,
corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.


 


“PRC” means the People’s
Republic of China.


 


Section 1.2             
 Terms Defined Elsewhere in this Agreement.
For purposes of this Agreement, the following terms have meanings set forth in the Sections indicated:


 


	Term	 	Section
	Agreement	 	Preamble
	Closing	 	3.1
	Closing Date	 	3.1
	Company	 	Preamble
	Company Documents	 	5.2
	Company Released Matter	 	6.3
	Exchange Act	 	5.3
	HKIAC	 	7.5
	HKIAC Rules	 	7.5
	Party or Parties	 	Preamble
	Repurchase Amount	 	2.1
	Seller	 	Preamble
	Seller Documents	 	4.2
	Seller Released Matter	 	6.2


 


Section 1.3             
Other Definitional and Interpretive Matters. Unless
otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:


 


(a)             
Dollars. Any reference in this Agreement to US$ shall mean United States dollars.


 


(b)             
Schedules. All Schedules attached hereto or referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth in full herein.  Disclosure of any item in a Schedule shall be deemed to be disclosure made with respect to each
other Schedule to which the relevance of such disclosure is readily apparent on its face.  Disclosure of any item on any Schedule
shall not constitute an admission or indication that such item or matter is material or would have a material adverse effect on the ability
of the Seller to perform its obligations under this Agreement or to consummate the transactions hereby. No disclosure on a Schedule relating
to a possible breach or violation of any Contract, Law, Permit or Order shall be construed as an admission or indication that a breach
or violation exists or has actually occurred. Any capitalized terms used in any Schedule, but not otherwise defined therein, shall be
defined as set forth in this Agreement.


 


(c)             
Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular
number only shall include the plural and vice versa.


 






     


     


    

 


(d)            
Headings and Captions. The division of this Agreement into Articles, Sections and other subdivisions and the insertion of
headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references
in this Agreement to any “Section” or “Article” are to the corresponding Section or Article of this
Agreement unless otherwise specified.


 


(e)            
Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.


 


(f)             
Including. The word “including” or any variation thereof means (unless the context of its usage otherwise requires)
 “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific
or similar items or matters immediately following it.


 


(g)            
Documents. References to any Contract or other document, including this Agreement, include references to such Contract or
document as it may be amended, supplemented, replaced or restated from time to time in accordance with its terms and subject to compliance
with any applicable restrictions or requirements set forth therein.


 


(h)            
Interpretation. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties
hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision
of this Agreement.


 


Article
II 

REPURCHASE AND SALE; REPURCHASE AMOUNT


 


Section 2.1             
Repurchase and Sale of the Repurchased ADSs. At
the Closing, on the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, convey, transfer and assign
to the Company, and the Company shall repurchase, acquire and accept from the Seller, all of the Seller’s legal and beneficial
right, title and interest in and to the Repurchased ADSs at the per ADS price of US$4.40, for an aggregate repurchase price of US$13,200,000.00
(the “Repurchase Amount”).


 


Section 2.2             
Payment of the Repurchase Amount. At the Closing, the Company shall pay to the Seller
an aggregate cash amount equal to the Repurchase Amount by wire transfer of immediately available funds to the account or accounts designated
by the Seller.


 


Article
III 

CLOSING; TERMINATION


 


Section 3.1             
Closing Date. The consummation of the purchase
and sale of the Repurchased ADSs as provided in Article II (the “Closing”) shall take place remotely (or at
such other place as the parties hereto may designate) within three (3) Business Days after exchange of documents required in Section
3.2 and Section 3.3, unless another time, date or place is agreed to by the parties hereto (the “Closing Date”).


 


Section 3.2             
Deliveries by the Company. At the Closing,
the Company shall deliver, or caused to be delivered, to the Seller the following:


 






     


     


    

 


(a)               
evidence that the Repurchase Amount has been paid to the Seller (in the form of MT103 or other bank wiring screenshot) in accordance
with Section 2.2;


 


(b)               
an executed closing certificate issued by a director of the Company certifying that (i) the representations and warranties of the
Company set forth in Article V are true and correct in all respects as of the hereof and as of the Closing Date, and (ii) no provision
of any applicable Law or order from any Governmental Body is in effect prohibiting the consummation of the transactions contemplated hereby
and there is no pending legal proceeding by any Governmental Body which would reasonably be expected to result in the issuance of any
such order; and


 


(c)               
such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and
conditions set forth in this Agreement, all of which shall be in form and substance reasonably satisfactory to the Seller.


 


Section 3.3              
Deliveries by the Seller. At the Closing,
the Seller shall, against the deliveries by the Company under Section 3.2, deliver, or cause to be delivered, to the Company the following:


 


(a)               
executed Board resolutions and shareholder’s resolutions of the Seller approving the transactions contemplated under this
Agreement;


 


(b)               
one or more receipts acknowledging payment of the Repurchase Amount by the Company;


 


(c)               
all of the Repurchased ADSs to be repurchased and sold at the Closing by causing Seller’s transfer agent and/or broker to,
transfer and deliver the Repurchased ADSs to the Company;


 


(d)               
an executed closing certificate issued by a director of the Seller certifying that (i) the representations and warranties of the
Seller set forth in Article IV are true and correct in all respects as of the hereof and as of the Closing Date, and (ii) no provision
of any applicable Law or order from any Governmental Body is in effect prohibiting the consummation of the transactions contemplated hereby
and there is no pending legal proceeding by any Governmental Body which would reasonably be expected to result in the issuance of any
such order;


 


(e)               
such other documents and instruments necessary to consummate the transactions contemplated by this Agreement upon the terms and
conditions set forth in this Agreement, all of which shall be in form and substance reasonably satisfactory to the Company.


 


Section 3.4             
Termination(a). This Agreement may be terminated by either the Company or the Seller by
delivering a written notice to the other Party pursuant to Section 7.6 at any time prior to the Closing if the Closing shall not
have been consummated on or before 11:59 p.m. (Hong Kong time) on the fourth (4th) Business Day after the date hereof, or such later date
as mutually agreed by the Parties hereto; provided that the right to terminate this Agreement pursuant to this Section 3.4 shall
not be available to any Party whose failure to fulfill any of its obligations under this Agreement has been a cause of, or resulted in,
the failure to consummate the Closing by such date. For the avoidance of doubt, neither the Company nor the Seller may terminate this
agreement after the Closing without the written consent of the other Party.


 






     


     


    

 


Article
IV 

REPRESENTATIONS AND WARRANTIES OF THE SELLER


 


The Seller represents and warrants to the Company
as of the date hereof and as of the Closing Date as follows:


 


Section 4.1             
Organization and Good Standing. The Seller
is duly incorporated, validly existing and in good standing under the Laws of Singapore. The Seller is duly qualified or authorized to
conduct its business and is in good standing under the Laws of each jurisdiction where such qualification is required.


 


Section 4.2             
Authorization and Enforceability of Agreement. The
Seller has the full legal right and all requisite power and authority to execute and deliver this Agreement and each Contract, document
or certificate contemplated by this Agreement or to be executed and delivered in connection with the consummation of the transactions
contemplated by this Agreement (the “Seller Documents”) and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by the Seller of this Agreement and the Seller Documents, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Seller and no additional corporate
or shareholder authorization or consent is or will be required in connection with the execution, delivery and performance by the Seller
of this Agreement or the Seller Documents or the consummation of the transactions contemplated hereby and thereby. This Agreement and
each of the Seller Documents have been duly executed and delivered by the Seller, and (assuming the due authorization, execution and
delivery by the other parties hereto and thereto) this Agreement and the Seller Documents constitute valid and binding obligations of
the Seller, enforceable against the Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar Laws affecting creditors’ rights and remedies generally, and to general principles of equity.


 


Section 4.3              
Ownership of the Repurchased ADSs. 


 


(a)               
The Seller is and shall be on the Closing Date the sole record and beneficial owner and holder of, and has good and valid title
to, the Repurchased ADSs free and clear of any Liens (other than Liens in favor of the Company or created by or on behalf of the Company).
The sale and delivery of the Repurchased ADSs as contemplated by this Agreement are not subject to any preemptive right, right of first
refusal or other right or restriction, and neither the Seller nor Mr. Li is a party to any voting trust, proxy or other Contract with
respect to the voting or transfer of the Repurchased ADSs. Upon the delivery of the Repurchased ADSs pursuant to Section 2.1, the
Company will acquire good and valid title to the Repurchased ADSs free and clear of any Liens (other than Liens in favor of the Company
or created by or on behalf of the Company).


 


(b)               
Mr. Li is the sole record and beneficial owner and holder of, and has good and valid title to, all shares in the Seller free and
clear of any Liens. Mr. Li is not a party to any voting trust, proxy or other Contract with respect to the voting or transfer of shares
in the Seller.


 


Section 4.4              
Conflicts; Consents of Third Parties.


 


(a)               
None of the execution and delivery by the Seller of this Agreement or the Seller Documents, or the consummation of the transactions
contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof will (i) violate the Organizational
Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any
Law, Order or Permit applicable to the Seller or its or his assets or by which Seller is bound, (iii) contravene, conflict with, breach
or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the giving of notice or
the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties, under any
Contract to which the Seller is a party or by which its properties or assets are subject or bound or (iv) result in the creation of or
imposition of any Liens (other than Liens created by or on behalf of the Company) on the Repurchased ADSs.


 






     


     


    

 


(b)               
No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any
self-regulatory organization applicable to the Seller, is required on the part of the Seller in connection with (i) the execution and
delivery of this Agreement, the Seller Documents and any other Contracts to be executed and delivered in connection with the transactions
contemplated hereby and thereby, (ii) compliance by the Seller with any of the provisions hereof or thereof, or (iii) the consummation
of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to
disclose the entry into this Agreement and the transactions contemplated hereby.


 


Section 4.5             
Financial Advisors. Except for fees and expenses
which shall be paid by the Seller or any of its Affiliates, there is no investment banker, broker, finder or other intermediary that
has been retained by or is authorized to act on behalf of the Seller or any of its or his Affiliates who is or who might be entitled
to any fee or commission or like payment from any of the parties hereto or any of their respective Affiliates in connection with the
transactions contemplated hereby.


 


Section 4.6             
Seller’s Acknowledgements.


 


(a)               
The Seller: (i) has sufficient knowledge and expertise to evaluate the business and financial condition of the Company, its Affiliates
and its subsidiaries and the merits and risks of the purchase and sale of the Repurchased ADSs; (ii) has conducted its own independent
investigation of such matters as is necessary for the Seller to make an informed decision with respect to purchase and sale of the Repurchased
ADSs, and has had the opportunity to ask questions of, and receive answers, from the Company and its officers and directors, and to obtain
such additional information which the Company, its Affiliates or its subsidiaries possess or could acquire without unreasonable effort
or expense, as the Seller deems necessary or appropriate, and all such questions have been answered to the Seller’s full satisfaction;
(iii) has made its or his own assessment and has satisfied itself concerning relevant tax, legal and other economic considerations relevant
to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and will not rely, upon any other party for any investigation into,
assessment of, or evaluation or information with respect to the Repurchased ADSs, the Company, its Affiliates, its subsidiaries or the
purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of the purchase and sale of the Repurchased
ADSs. Neither such inquiries nor any other due diligence investigations conducted by the Seller or its or his advisors shall imply that
the Company has made any representation or warranty in respect of the Company, its Affiliates, its subsidiaries, the Repurchased ADSs
or the purchase and sale of the Repurchased ADSs, other than the matters set forth herein.


 


(b)               
The Seller acknowledges and understands that the Company and its Affiliates and representatives may be in possession of material
non-public information not known to such Seller. The Seller further acknowledges that such information may be indicative of a value of
the Repurchased ADSs that may be substantially less or substantially more than the Repurchase Amount or otherwise adverse to the Seller
and that such information may be material to the Seller’s decision to sell the Repurchased ADSs.


 






     


     


    

 


Section 4.7             
No Other Representations or Warranties. Except
for the representations and warranties contained in this Article IV, the Seller does not make any other express or implied representation
or warranty with respect to any matter, including with respect to (i) the Seller, (ii) the Repurchased ADSs, (iii) the Company or its
Affiliates, or (iv) the condition, value, quality or future revenues, costs, expenditures, cash flow, results of operations, collectability
of accounts receivable, financial condition, projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures
or prospects that may result from the acquisition of the Repurchased ADSs.


 


Article
V 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents and warrants to the Seller
as of the date hereof and as of the Closing Date as follows:


 


Section 5.1             
Organization and Good Standing. The Company
is duly organized, validly existing and in good standing under the Laws of the British Virgin Islands. The Company is duly qualified
or authorized to conduct its business and is in good standing under the Laws of each jurisdiction where such qualification is required.


 


Section 5.2             
Authorization and Enforceability of Agreement. The
Company has the full legal right and all requisite power and authority to execute and deliver this Agreement and each Contract, document
or certificate contemplated by this Agreement or to be executed and delivered in connection with the consummation of the transactions
contemplated by this Agreement (the “Company Documents”) and to consummate the transactions contemplated hereby and
thereby. The execution and delivery by the Company of this Agreement and the Company Documents, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no additional corporate
or shareholder authorization or consent is or will be required in connection with the execution, delivery and performance by the Company
of this Agreement or the Company Documents or the consummation of the transactions contemplated hereby and thereby. This Agreement has
been, and each of the Company Documents will be at or prior to the Closing, duly executed and delivered by the Company, and (assuming
the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and the Company Documents
when so executed and delivered will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’
rights and remedies generally, and to general principles of equity.


 


Section 5.3             
Conflicts; Consents of Third Parties.


 


(a)               
None of the execution and delivery by the Company of this Agreement or the Company Documents, or the consummation of the transactions
contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will (i) violate the Organizational
Documents of the Company, (ii) contravene, conflict with or constitute or result in a breach or violation in any material respect of any
Law, Order or Permit (including, without limitation, (x) the Securities Act of 1993, as amended, and the rules and regulations thereunder,
(y) the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations thereunder
and (z) the rules and regulations of NYSE) applicable to the Company or its assets or by which the Company is bound or (iii) contravene,
conflict with, breach or violate, constitute a default under, or result in or permit the termination or cancellation (whether after the
giving of notice or the lapse of time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any penalties,
under any Contract to which the Company is a party or by which its properties or assets are subject or bound.


 






     


     


    

 


(b)               
No consent, waiver, approval, Order, Permit or authorization of, or filing with, or notification to, any Governmental Body or any
self-regulatory organization applicable to the Company, is required on the part of the Company in connection with (i) the execution and
delivery of this Agreement, the Company Documents and any other Contracts to be executed and delivered in connection with the transactions
contemplated hereby and thereby, (ii) compliance by the Company with any of the provisions hereof or thereof, or (iii) the consummation
of the transactions contemplated hereby or thereby, except for any filing required with the U.S. Securities and Exchange Commission to
disclose the entry into this Agreement and the transactions contemplated hereby.


 


Section 5.4             
Financial Advisors. Except for fees and expenses
which shall be paid by the Company or any of its Affiliates, there is no investment banker, broker, finder or other intermediary that
has been retained by or is authorized to act on behalf of the Company or any of its Affiliates who is or who might be entitled to any
fee or commission or like payment from any of the parties hereto or any of their respective Affiliates in connection with the transactions
contemplated hereby.


 


Section 5.5             
No Other Representations or Warranties. Except
for the representations and warranties contained in this Article V, the Company does not make any other express or implied representation
or warranty with respect to any matter, including, with respect to (i) the Company, (ii) the Repurchased ADSs, (iii) the Seller or its
Affiliates, or (iv) the condition, value, quality or future revenues, costs, expenditures, cash flow, results of operations, collectability
of accounts receivable, financial condition, projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures
or prospects that may result from the acquisition of the Repurchased ADSs.


 


Article
VI 

COVENANTS


 


Section 6.1             
Further Assurances. Each of the Seller and the Company shall use its commercially reasonable
efforts to (a) take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (b) cause the
fulfillment at the earliest practicable date of all of the conditions to their respective obligations to consummate the transactions contemplated
by this Agreement. 


 


Section 6.2             
Indemnity. 


 


(a)              
The Company agrees to and shall indemnify and hold the Seller, its Affiliates or its or its Affiliates’
respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives and agents
harmless against any and all Losses, whether from or initiated by third parties, tax authorities or any other Governmental Body for any
breach of terms (including any representations and warranties) of the Company hereunder.


 


(b)              
The Seller agrees to and shall indemnify and hold each of the Company, its Affiliates or its or its
Affiliates’ respective current and former partners, officers, directors, employees, controlling persons, shareholders, representatives
and agents harmless against any and all Losses, whether from or initiated by third parties, tax authorities or any other Governmental
Body for any breach of terms (including any representations and warranties) of the Seller hereunder. 


 


(c)              
Any indemnification payment pursuant to this Section 6.9 shall be limited to such amount after
deducting therefrom any insurance proceeds (including the then-effective director and officer insurance policies of such indemnified person).


 






     


     


    

 


Article
VII 

MISCELLANEOUS


 


Section 7.1             
Expenses. Except as otherwise provided in
this Agreement, each party hereto shall bear its own expenses incurred in connection with the negotiation and execution of this Agreement
and each other Contract, certificate and instrument contemplated by this Agreement and the consummation of the transactions contemplated
hereby and thereby.


 


Section 7.2             
Confidentiality. Each of the Parties agrees
that for a period of five (5) years after the Closing Date, it shall, and it shall cause its Affiliates to, keep any Confidential Information
confidential and shall not disclose any Confidential Information to any third party without prior consent of the other Parties, except
that such disclosure is required in legal proceedings, subpoena, civil investigative or any other similar process.


 


Section 7.3            
No Disparagement. Each of the Seller,
the Company and their respective Affiliates agrees that for a period of five (5) years after the Closing Date, such Party shall not,
and they shall cause their respective Affiliates not to, make any statement disparaging any of the other Parties, its subsidiaries or
any of its officers, directors, employees, shareholders or other service providers, or any product or service offered by such Party or
its subsidiaries in any manner.


 


Section 7.4             
Entire Agreement; Amendments and Waivers. This
Agreement (including the Schedules, exhibits or any ancillary documents referenced herein) and the Termination Agreement represent the
entire understanding and agreement between the parties hereto and thereto with respect to the subject matter hereof and thereof. This
Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific
reference to this Agreement signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is
sought.  No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to
constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained
herein.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further
or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power
or remedy.


 


Section 7.5             
Governing Law, Dispute Resolution.


 


(a)              
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New
York without regard to its conflicts of law principles thereof.


 


(b)              
Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter
shall be finally settled by arbitration. The place and seat of arbitration shall be Hong Kong, and the arbitration shall be administered
by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration
Rules then in force (the “HKIAC Rules”). The number of arbitrators shall be three (3). Each Party shall appoint one
arbitrator and the third arbitrator, who shall serve as chairperson of the arbitral tribunal, shall be selected by the mutual agreement
of the first two arbitrators. Any arbitrator that is not so appointed shall instead be appointed in accordance with the HKIAC Rules. The
language to be used in the arbitration proceedings shall be English. The award of the arbitral tribunal shall be final, conclusive and
binding upon the Parties. Judgment upon any award may be entered and enforced in any court having jurisdiction over a Party or any of
its assets. For the purpose of the enforcement of an award, the Parties irrevocably and unconditionally submit to the jurisdiction of
any competent court and waive any defenses to such enforcement, including any defenses based on lack of personal jurisdiction or inconvenient
forum.


 






     


     


    

 


Section 7.6             
Notices. All notices, service of process
and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with
written confirmation of receipt), (ii) when sent by email or (iii) one (1) Business Day following the day sent by overnight courier (with
written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile
number as a party may have specified by notice given to the other party pursuant to this provision):


 


If to the Seller, to:


 


ReneSola Singapore Pte. Ltd.


 


1 CleanTech Loop #02-28

CleanTech One 637141

Singapore

Email: p.prakash@renesolaindia.com

Attention: Prakash Pathari


 


with copies (which shall not constitute notice)
to:


 


Gunderson Dettmer Stough Villeneuve Franklin & Hachigian,
LLP

Suite 2101, Building C, Yintai Center, #2 Jianguomenwai Ave., Chaoyang District

Beijing 100022, P.R. China

Email: zliu@gunder.com; pqiu@gunder.com

Attention: Ms. Zhen Liu, Esq.; Mr. Peter Qiu, Esq.


 


If to the Company, to:


 


Renesola Ltd

3rd floor, 850 Canal St. Stamford, CT 06902 U.S.A.

Email: ke.chen@renesolapower.com

Attention: Ke Chen


 


with copies (which shall not constitute notice)
to:


 


Kirkland & Ellis

26th Floor, Gloucester Tower,

The Landmark

15 Queen’s Road, Central

Hong Kong

Email: david.zhang@kirkland.com; rongjing.zhao@kirkland.com

Attention: Mr. David Zhang, Esq.; Ms. Rongjing Zhao, Esq.


 


Section 7.7             
Severability. If any term or other provision
of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to the Seller, on the one hand, or the Company, on the other hand. Upon such
determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable
manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 






     


     


    

 


Section 7.8             
Binding Effect; Assignment.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a party to this Agreement except
as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by any of the parties hereto,
directly or indirectly (by operation of law or otherwise), without the prior written consent of the other parties hereto and any attempted
assignment without the required consents shall be void.


 


Section 7.9             
Non-Recourse. Unless otherwise pursuant to
this Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent,
attorney or representative of the Seller or any of its Affiliates shall have any Liability for any obligations or Liabilities of the
Seller under this Agreement or the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions contemplated
hereby and thereby. Unless otherwise pursuant to this Agreement, no past, present or future director, officer, employee, incorporator,
member, partner, stockholder, Affiliate, agent, attorney or representative of the Company or any of its Affiliates shall have any Liability
for any obligations or Liabilities of the Company under this Agreement or the Company Documents of or for any claim based on, in respect
of, or by reason of, the transactions contemplated hereby and thereby.


 


Section 7.10          
Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together,
shall be deemed to constitute one and the same agreement. Signed counterparts of this Agreement may be delivered by facsimile and by
scanned PDF image.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective authorized officers as of the date first written above.


	 	
     

    RENESOLA LTD

	 	 
	 	 
	 	By:	 
	 	Name:	Yumin Liu
	 	Title:	Director


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective authorized officers as of the date first written above.


 


	 	RENESOLA SINGAPORE PTE. LTD.
	 	 
	 	 
	 	By:	 
	 	Name:	 Prakash Pathari
	 	Title:	Director