Exhibit 4.12


 


21.07.2020


 


Renesola
New Energy S.à r.l.


 


as
Issuer


 


and


 


Eiffel
Energy Transition SLP


 


as
Subscriber and the Pledge Administrator


 


 



 





BONDS
subscription agreement


 


 






 


 






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THIS
BONDS SUBSCRIPTION AGREEMENT is made on 21.07.2020,


 


Between


 


		1.	ReneSola
                                         New Energy S.à r.l., a private limited liability company (société
                                         à responsabilité limitée) incorporated and existing under the
                                         laws of the Grand Duchy of Luxembourg, having its registered office at 16a, avenue de
                                         la Liberté, L-1930 Luxembourg and registered with the Luxembourg Register of Commerce
                                         and Companies under number B168049, represented by Josef Kastner, who is hereby empowered
                                         for the purpose of this Agreement, as issuer (the Issuer); and



 


		2.	Eiffel
                                         Energy Transition SLP,a French limited partnership (SLP) with capital of 3,000 euros,
                                         registered with the Paris trade and commerce registrar under n° RCS 828 380 600,
                                         with registered offices located at 9, rue Newton, 75116 Paris, France, represented by
                                         its management company, Eiffel General Partner
                                         SAS, a French simplified joint stock company (SAS) with capital of 1,000 euros,
                                         registered with the Paris trade and commerce registrar under n° RCS 828 053 785,
                                         with registered offices located at 9, rue Newton, 75116 Paris, France, represented by
                                         the Eiffel Investment Group SAS investment
                                         management company, a French simplified joint stock company (SAS), registered with the
                                         Paris trade and commerce registrar under n° RCS 510 813 991, with registered
                                         offices located at 9, rue Newton, 75116 Paris, France, represented by Fabrice Dumonteil,
                                         duly empowered for the purpose of this Agreement, as subscriber and pledge administrator
                                         (the Subscriber or the Pledge Administrator).



 


The
Issuer and the Subsriber are hereinafter referred to as the Parties and each a Party.


 


WHEREAS:


 


		(A)	The
                                         Issuer intends to issue, from time to time, bonds, in registered form, denominated in
                                         euro and having a nominal value of one euro (EUR 1) each, up to an aggregate amount of
                                         ten million six hundred and forty thousand euros (EUR 10,640,000) divided in several
                                         tranches (the Bonds) for the purpose of providing bridge financing to the Issuer
                                         in connection with the funding of the construction costs, excluding VAT and internal
                                         development costs of nineteen (19) solar PV projects in Poland (the Projects)
                                         by seven (7) subsidiaries of the Issuer (the SPVs), as further detailed in the
                                         Conditions (as defined below) (the Financing).



 


		(B)	The
                                         Subscriber wishes to subscribe to such Bonds, pursuant to the terms hereof and as further
                                         detailed in the Conditions (as defined below).



 


		(C)	For
                                         the purpose of establishing security pursuant to the Security Documents (as defined below),
                                         the Parties to this Agreement appointed the Subscriber as a Pledge Administrator in accordance
                                         with article 4 point 4 of the Polish Act dated 6 December 1996 on the registered pledge
                                         and the register of pledges.






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NOW,
THEREFORE, THE PARTIES AGREE AS FOLLOWS:


 


		1.	DEFINITIONS



 


		1.1	the
                                         terms set forth hereunder shall have the following meanings for the purpose of this Agreement:



 


Agreement
means this subscription agreement, as it may be amended from time to time.


 


Availability
Period has the meaning given to such term in the Conditions.


 


Business
Day means any day, other than a Saturday or a Sunday, on which commercial banks are open for general business in Luxembourg.


 


Conditions
means the terms and conditions of the Bonds as set out in Schedule 2 (Terms and Conditions of the Bonds) of this Agreement.


 


Conditions
Precedent means the Initial Conditions Precedent and the Issue Conditions Precedent.


 


Event
of Default has the meaning given to such term in the Conditions.


 


Issue
Date has the meaning given to such term in the Conditions.


 


Luxembourg
means the Grand Duchy of Luxembourg.


 


Nominal
Value means the nominal amount of a Bond, being one euro (EUR 1).


 


Register
has the meaning given to such term in the Conditions.


 


Security
Documents means each of document listed below:


 


		(a)	any
                                         agreement on establishment registered pledge over shares;



 


		(b)	any
                                         agreement on security assignment of claims;



 


		(c)	any
                                         voluntary submission to enforcement;



 


established
under the Polish law.


 


Subscription
Amount means, in relation to any Bond, the Nominal Value of such Bond.


 


Subscription
Request means a notice relating to the subscription of a specific Tranche, substantially in the form set out in ‎Schedule
3 (Form of Subscription Request) of this Agreement.


 


Total
Commitment Amount means EUR 10,640,000.


 


Tranche
means a tranche of the Bonds as further described in Condition 3.1 of the Conditions.





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		2.	CREATION
                                         AND ISSUANCE OF THE BONDS



 


The
Issuer may from time to time create and issue the Bonds in several Tranches in accordance with this Agreement (in particular the
conditions set in Clause 3 below), and pursuant to and subject to the terms of the Conditions, in an aggregate amount not exceeding
the Total Commitment Amount.


 


		3.	SUBSCRIPTION
                                         AND PAYMENT OF THE BONDS



 


		3.1	Subscription



 


In
respect of each issue of Bonds, the Subscriber agrees, subject to the Conditions Precedent being met and subject to this Clause
and the Conditions, to subscribe for the relevant Bonds by paying to the Issuer an amount equal to the relevant Subscription Amount.


 


		3.2	Subscription
                                         Request



 


Subject
to the terms of this Agreement and the Conditions, the Issuer shall deliver to the Subscriber a duly completed Subscription Request
not later than on the day falling five (5) Business Days prior to the proposed Issue Date.


 


		3.3	Conditions
                                         Precedent to signing of this Agreement



 


The
undertakings of the Subscriber under this Agreement are conditional upon, and the Issuer may not deliver a Subscription Request
unless, the Subscriber has received all of the documents and other evidence listed in Schedule 1 of this Agreement (Conditions
precedent to signing of this Agreement) in form and substance satisfactory to the Subscriber on or before the date of this
Agreement (the Initial Conditions Precedent). The Subscriber shall notify the Issuer promptly upon being so satisfied.


 


		3.4	Conditions
                                         Precedent to subscription



 


The
Issuer shall only be authorised to Issue the relevant Bonds and the Subscriber shall only subscribe for the relevant Bonds if
the following conditions precedent (the Issue Conditions Precedent) have been satisfied on the date of the delivery of
the Subscription Request:


 


		(a)	in
                                         respect of the Batch 1 Tranche A Bonds:



 


		(i)	a
                                         copy certified by a duly authorized representative of the Issuer of the resolutions of
                                         the appropriate body of the Issuer:



 


		(A)	deciding
                                         the Issue of the Batch 1 Tranche A Bonds;



 


		(B)	approving
                                         the terms of, and the transactions contemplated by, this Agreement to which it is a party
                                         and resolving that it executes this Agreement to which it is a party;






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		(C)	authorising
                                         a specified person or persons to execute this Agreement to which it is a party on its
                                         behalf.



 


		(ii)	Scanned
                                         copies of the Security Documents duly executed by all the parties to them.



 


		(b)	in
                                         respect of the Batch 1 Tranche A Bonds, Batch 2 Tranche A Bonds and Batch 2 Tranche B
                                         Bonds:



 


		(i)	no
                                         Event of Default has occurred and is continuing;



 


		(ii)	the
                                         proposed Issue Date is during the Availability Period relating to the relevant Tranche;



 


		(iii)	reception
                                         by the Subscriber of satisfactory technical and legal due diligence reports with respect
                                         to the Projects related to each Tranche to be subscribed;



 


		(iv)	signature
                                         of memorandum of understanding or a letter of interest between the Issuer (as defined
                                         in the Conditions) and a buyer related to the acquisition of the Projects related to
                                         each Tranche to be subscribed; and



 


		(v)	reception
                                         by the Subscriber of a satisfactory evidence that the cumulative equity contribution
                                         made by the Issuer, or any of its’ subsidiaries related to the execution of the
                                         Projects, in the Projects which can be shown by either a capital injection, a shareholder
                                         loan made to the SPVs, history of payments for the Project rights or other payments relating
                                         to the Project acquisition, is at least equal to two hundred and forty euros per kW (EUR
                                         240/kW) of Projects hold by the relevant SPVs;



 


		(vi)	Original
                                         copies of the Security Documents duly executed by all the parties to them.



 


		(c)	in
                                         respect of the Batch 1 Tranche B Bonds and Batch 2 Tranche C Bonds:



 


		(i)	no
                                         Event of Default has occurred and is continuing;



 


		(ii)	the
                                         proposed Issue Date is during the Availability Period relating to the relevant Tranche;
                                         and



 


		(iii)	reception
                                         by the Subscriber of a binding offer or a share purchase agreement for the acquisition
                                         of the Project related to each Tranche to be subscribed to be signed between the Issuer
                                         and the relevant bidder or any equity investor;



 


		(iv)	Original
                                         copies of the Security Documents duly executed by all the parties to them.






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		3.5	Payment



 


The
Subscription Amount shall be paid by the Subscriber to the Issuer on the Issue Date in immediately available funds by transfer
to the account designated by the Issuer for that purpose.


 


		3.6	Register



 


Following
receipt by the Issuer of the relevant Subscription Amount, the Issuer shall issue the relevant Bonds to the Subscriber and the
Issuer shall update the Register on the relevant Issue Date accordingly to record such issue.


 


		4.	purpose



 


The
Issuer shall apply all proceeds received by it under the Bonds in or towards the Financing of the construction of the relevant
Projects, excluding VAT and internal development costs and the Issuer shall not use such proceeds for any other purpose.


 


		5.	Private
                                         offering



 


		5.1	The
Issuer and the Subscriber undertake that no action has been or will ever be taken by the Issuer and/or the Subscriber that would
permit a public offer of the Bonds in any country or jurisdiction where any such action for that purpose is required. The Issuer
and the Subscriber further undertake that, where such action is not required in any country or jurisdiction, they will not proceed
with such public offering.





 


		5.2	Accordingly,
the Issuer and the Subscriber undertake that they will not, directly or indirectly, offer or sell the Bonds to the public or distribute
or publish to the public any offering circular, prospectus, information memorandum, form of application, advertisement or other
offering material, in each case with respect to the Bonds, in any country or jurisdiction.





 


		6.	representations
                                         and warranties



 


The
Issuer represents and warrants to the Subscriber that as at the date hereof:


 


		(a)	it
                                         and each of the SPVs is duly incorporated and validly existing under the laws of the
                                         jurisdiction in which it was incorporated;



 


		(b)	it
                                         has the power to enter into this Agreement and the transactions contemplated by this
                                         Agreement and to comply with all the provisions hereof and that the execution and performance
                                         of this Agreement has been duly authorised by all necessary actions of the Issuer;



 


		(c)	there
                                         are no legal or other proceedings pending or threatened before any court, tribunal, commission
                                         or other regulatory authority and involving the Issuer or any of the SPVs or with respect
                                         to any of their assets, except for the administrative procedures described in the redflag
                                         due diligence report prepared by Solivan and date 14 April 2020 (if still pending) or
                                         any other administrative procedures initiated after 14 April 2020 of which the Issuer
                                         duly informed the Subscriber on July 13th, 2020 via the excel file called “Renesola
                                         Poland – DD QA v6 Eiffel”;






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		(d)	all
                                         necessary or appropriate corporate, governmental or statutory approvals have been obtained
                                         (including general meeting, board of directors and management/supervisory board approvals,
                                         if applicable) and any other action required to authorise its execution and performance
                                         of this Agreement have been duly taken;



 


		(e)	this
                                         Agreement will, when executed, constitute its legally valid and binding obligations,
                                         enforceable in accordance with their terms;



 


		(f)	the
                                         execution of this Agreement and the fulfilment of its obligations under the same do not
                                         conflict with the laws of its incorporation or its constitutive documents and do not
                                         constitute and will not result in a breach of any agreement to which it is a party or
                                         of the Subscriber’s investment restrictions or limits (or any investment eligibility
                                         rules) to which the Subscriber may be subject by application of mandatory law or regulation,
                                         contractual undertaking or any other binding obligation of the Issuer; and



 


		(g)	no
                                         security or quasi security exists over the Issuer’s shares or any shareholder loan
                                         made to the Issuer, nor (other than in favour of the Subscriber) over any shares of the
                                         SPVs or shareholder loans made to the SPVs.



 


		7.	appointment
                                         of the pledge administrator



 


		7.1	The
                                         Pledge Administrator 



 


		(a)	The
                                         Parties appoint the Pledge Administrator to act as the pledge administrator (administrator
                                         zastawu) in relation to each Security Document in its own name but on the account
                                         (na rachunek) of the Subscriber, in order to secure claims of the Subscriber towards
                                         the Issuer under the Bonds, in accordance with article 4 section 1 of the Polish
                                         Act dated 6 December 1996 on the registered pledge and the registry of pledges
                                         (as amended).



 


		(b)	The
                                         Pledge Administrator shall:



 


		(i)	perform
                                         the duties and to exercise the rights, powers and discretions that are specifically given
                                         to it under the Security Documents, together with any other incidental rights, powers
                                         and in the Pledge Administrator's own name but on the account (na rachunek) of
                                         the Subscriber, in accordance with the provisions of the Security Documents; and



 


		(ii)	execute
                                         other rights and making decisions assigned to the Pledge Administrator in the Security
                                         Documents upon the instruction of the Subscriber.



 


		(c)	The
                                         provisions of Title XXI of the Civil Code which relate to an agency agreement shall not
                                         apply to the relationship between the relevant Parties and the Pledge Administrator.



 


		(d)	The
                                         Subscriber releases the Pledge Administrator from the restrictions referred to in article
                                         108 of the Civil Code.






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		(e)	A
                                         Subscriber may revoke the power of attorney granted to the Pledge Administrator only
                                         if the Pledge Administrator resigns or is removed pursuant to Clause 7.3 (Resignation
                                         of the Pledge Administrator).



 


		7.2	Instructions
                                         



 


The
Pledge Administrator shall not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with the
Clause 7.


 


		7.3	Resignation
                                         of the Pledge Administrator 



 


		(a)	The
                                         Pledge Administrator may resign and appoint one of its Affiliates (as defined in the
                                         Conditions) acting through an office in Poland as successor by giving notice to the other
                                         Parties and the Issuer.



 


		(b)	The
                                         retiring Pledge Administrator shall, at its own cost, make available to the successor
                                         Pledge Administrator such documents and records and provide such assistance as the successor
                                         Pledge Administrator may reasonably request for the purposes of performing its functions
                                         as Pledge Administrator under the Security Documents.



 


		(c)	The
                                         resignation notice of the Pledge Administrator shall only take effect upon:



 


		(i)	the
                                         appointment of a successor; and



 


		(ii)	the
                                         transfer of all obligation in respect of the Security Documents to that successor.



 


		(d)	Upon
                                         the appointment of a successor, the retiring Pledge Administrator shall be discharged
                                         from any further obligation in respect of the Security Documents and this Clause 7
                                         (and any fees for the account of the retiring Pledge Administrator shall cease to accrue
                                         from (and shall be payable on) that date). Any successor and each of the other Parties
                                         shall have the same rights and obligations amongst themselves as they would have had
                                         if such successor had been an original Party.



 


		7.4	Delegation
                                         by the Pledge Administrator 



 


		(a)	The
                                         Pledge Administrator may, at any time, delegate by power of attorney or otherwise to
                                         any person for any period, all or any right, power, authority or discretion vested in
                                         it in its capacity as such.



 


		(b)	That
                                         delegation may be made upon any terms and conditions (including the power to sub-delegate)
                                         and subject to any restrictions that the Pledge Administrator may, in its discretion,
                                         think fit in the interests of the Subscriber.



 


		(c)	The
                                         Pledge Administrator shall not be bound to supervise, or be in any way responsible for
                                         any damages, costs or losses incurred by reason of any misconduct, omission or default
                                         on the part of, any such delegate or sub-delegate.






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		8.	parallel
                                         debt



 


		8.1	Notwithstanding
                                         any other provision of this Agreement, the Issuer hereby irrevocably and unconditionally
                                         undertakes to pay to the Subscriber, as creditor in its own right, sums equal to and
                                         (subject to Clause 8.4 below) in the currency of each amount payable by the Issuer to
                                         Subscriber under the Security Documents, this Agreement and/or the Conditions as and
                                         when that amount falls due for payment under the relevant Security Documents, this Agreement
                                         and/or the Conditions or would have fallen due but for (i) any discharge resulting from
                                         a failure to take appropriate steps in insolvency proceedings affecting the Issuer to
                                         preserve its entitlement to be paid that amount (ii) any moratorium applicable upon the
                                         commencement of insolvency proceedings or (iii) modification of obligations of the Issuer
                                         to the Subscriber under the Security Documents, this Agreement and/or the Conditions
                                         resulting from an arrangement (if any) reached in insolvency proceedings affecting
                                         the Issuer.



 


		8.2	The
                                         Subscriber shall have its own independent right to demand payment of the amounts payable
                                         by the Issuer under this Clause 8, irrespective of any discharge of the Issuer's obligation
                                         to pay those amounts to the Subscriber resulting from a failure by them to take appropriate
                                         steps in insolvency proceedings affecting the Issuer to preserve their entitlement to
                                         be paid those amounts.



 


		8.3	Any
                                         amount due and payable by the Issuer to the Subscriber under this Clause 8 shall be decreased
                                         to the extent that the Subsriber has received (and is able to retain) payment in full
                                         of the corresponding amount under the other provisions of the Security Documents, Agreement
                                         and/or Conditions and any amount due and payable by the Issuer to the Subscriber under
                                         those provisions shall be decreased to the extent that the Subscriber has received (and
                                         is able to retain) payment in full of the corresponding amount under this Clause 8.



 


		8.4	Subject
                                         to Clause 8.3 above, the rights of the Subscriber to receive payment of amounts payable
                                         by the Issuer under the Security Documents, this Agreement and/or the Conditions are
                                         several and are separate and independent from, and without prejudice to, the rights of
                                         the Subscriber to receive payment under this Clause 8. The Issuer's obligation under
                                         this Clause 8 towards the Subscriber constitutes a single and separate obligation from
                                         any other debt of the Issuer under the Security Documents, this Agreement and/or the
                                         Conditions.



 


		8.5	Notwithstanding
                                         that the amounts payable by the Issuer under the Security Documents, this Agreement and/or
                                         the Conditions (the Principal Obligations) may be expressed in different currencies,
                                         the parallel obligation of the Issuer to the Subsriber under this Clause 8 (a Parallel
                                         Obligation) shall be expressed in PLN. For the purposes of establishing the amount
                                         of the Parallel Obligation from time to time, the Principal Obligations expressed in
                                         other currencies shall be converted to PLN at the spot rate.



 


		8.6	This
                                         Clause 8 is the Parallel Debt Clause for the purpose of the definition of that term in
                                         the Registered Pledge Agreement






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		9.	NOTICES



 


		9.1	Any
                                         communication to be made under or in connection with this Agreement shall be made in
                                         writing and, unless otherwise stated, may be made by email, in person or by courier to
                                         the address and/or number of the addressee indicated below:



 


		(a)	If
                                         to the Issuer, to:



 


		Address:	Luxemburg
(postal code: LU 1930), at 16a avenue de la Liberte



 


		E-Mail:	josef.kastner@renesola.at;
                                         amila.hadziahmetovic@renesolapower.com



 


		Attention:	Mr.
Josef Kastner & Amila Colakhodzic



 


		(b)	If
                                         to the Subscriber, to:



 


		Address:	9
rue Newton, 75116 Paris



 


		E-Mail:	fd@eiffel-ig.com
 & pam@eiffel-ig.com



 


		Attention:	Fabrice
Dumonteil & Pierre-Antoine Machelon



 


or
any substitute other address, email address or attention details as one Party may notify to the other Party by not less than five
(5) Business Days' notice.


 


		9.2	Any
                                         communication made by one person to another under or in connection with this Agreement
                                         will only be effective:



 


		(a)	if
                                         by way of email or other electronic communication, when received in legible form;



 


		(b)	if
                                         delivered in person, at the time of delivery; or



 


		(c)	if
                                         delivered by courier, when it has been left at the relevant address two (2) Business
                                         Days after being deposited with a courier, delivery redeemed in a correctly addressed
                                         envelope,



 


and,
if a particular department or officer is specified as part of its attention details provided under Clause 9.1, if addressed to
that department or officer. A communication given in accordance with this paragraph but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next working day in that place.


 


		9.3	Any
                                         notice or other document given under or in connection with this Agreement must be in
                                         English.






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		10.	Transfer



 


This
Agreement shall be binding upon and enure to the benefit of each Party and their respective successors and permitted assigns and
transferees.


 


		11.	SEVERABILITY



 


		11.1	If
                                         any provision of this Agreement is or becomes (whether or not pursuant to any judgment
                                         or otherwise) invalid, illegal or unenforceable in any respect under the law of any jurisdiction,
                                         neither the validity, legality and enforceability under the law of that jurisdiction
                                         of any other provision, nor the validity, legality and enforceability under the law of
                                         any other jurisdiction of that or any other provision shall be affected or impaired in
                                         any way thereby.



 


		11.2	If
                                         any provision of this Agreement shall be held to be void or declared illegal, invalid
                                         or unenforceable for any reason whatsoever, such provision shall be divisible from this
                                         Agreement and shall be deemed to be deleted from this Agreement and the validity of the
                                         remaining provisions shall not be affected. In the event that any such deletion materially
                                         affects the interpretation of this Agreement then the parties shall negotiate in good
                                         faith with a view to agreeing a substitute provision which as closely as possible reflects
                                         the commercial intention of the parties.



 


		12.	counterparts



 


This
Agreement may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were
on a single copy of this Agreement.


 


		13.	AMENDMENTS



 


None
of the terms of this Agreement may be waived, altered, modified or amended except by an instrument in writing, duly executed by
or on behalf of the Parties.


 


		14.	ENTIRE
                                         AGREEMENT



 


This
Agreement and any documents referred to in this Agreement contain the entire agreement between the Parties with respect to the
subject matter hereof and supersede all previous agreements and understandings between the Parties with respect hereto.


 


		15.	GOVERNING
                                         LAW AND JURISDICTION



 


		15.1	This
                                         Agreement and any non-contractual obligations arising out of or in connection with it
                                         are governed by, and shall be construed in accordance with, the laws of the Grand Duchy
                                         of Luxembourg.



 


		15.2	The
                                         courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which
                                         may arise from or in connection with this Agreement.



 


(The
remainder of this page is intentionally left blank)






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The
Parties have executed this Agreement in two counterparts on the date first written above.


 


Renesola
New Energy S.À.r.l. 


	 	 
	 	 
	Name: Josef Kastner	 
	 	 
	Title: Duly Authorised Signatory - Director category A	 




 





Eiffel
Energy Transition SLP








	 	 
	 	 
	Name: Fabrice Dumonteil	 
	 	 
	Title: Duly Authorised Signatory	 






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