Exhibit 4.10


 





CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT
BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT
INFORMATION HAS BEEN REDACTED.


 


SALE
PURCHASE AGREEMENT


 


IN
RELATION TO 100% OF THE SHARES OF


 


LUCAS
EST S.R.L.


 


AND


 


ECOSFER
ENERGY S.R.L.


 


(the
 “Targets”)


 


BETWEEN


 


RENESOLA
NEW ENERGY S.A.R.L.


 


(the
 “Seller”)


 


Solis
Bond Company Designated Activity Company


 


(the
 “Buyer”)


 


and


 


Alternus
Energy Group Plc


 


(the
 “Guarantor”)




     


     


    



TABLE
OF CONTENT


 




	1     DEFINITIONS
    AND INTERPRETATION	5
	 	 
	2     OBJECT
    OF THE AGREEMENT	5
	 	 
	3     PURCHASE
    PRICE	5
	 	 
	4     LEAKAGE	
	 	 
	5     PURCHASE
    PRICE ADJUSTMENT	
	 	 
	6     CONDITIONS
    PRECEDENT TO CLOSING	6
	 	 
	7     PRE-CLOSING
    COVENANTS	9
	 	 
	8     CLOSING.
    CLOSING PROCEDURES AND FORMALITIES	10
	 	 
	9     COVENANTS
    OF THE PARTIES	12
	 	 
	10     INDEMNIFICATION.
    REPRESENTATIONS AND WARRANTIES OF THE PARTIES	13
	 	 
	11     SPECIFIC
    INDEMNITY	15
	 	 
	12     INDEMNIFICATIONS
    AND REMEDIES. LIMITATION OF LIABILITY	16
	 	 
	13     TERMINATION
    OF THE AGREEMENT	23
	 	 
	14     GENERAL	23
	 	 
	15     CONFIDENTIAL
    INFORMATION	25
	 	 
	16     NOTICES.
    PROCEDURAL ASPECTS	27
	 	 
	17     LEGAL
    ADVICE	27
	 	 
	18     NEGOTIATIONS
    AND ACCEPTANCE	27




    2


     


    


	Schedule
    1.1 – Definitions	28
	 	 
	Schedule
    1.2 – Interpretation Rules	28
	 	 
	Schedule
    2 – Conduct between Signing and Closing	28
	 	 
	Schedule
    3 - Seller’S Representations and Warranties	28
	 	 
	Schedule
    4 – Buyers’ Representations and Warranties	28
	 	 
	Schedule
    5 - Closing Acknowledgement	28
	 	 
	Schedule
    6 – Short Form Transfer Agreement	28
	 	 
	Schedule
    7– Disclosure Letter	28
	 	 
	SCHEDULE 8.1 – PERMITTED LEAKAGES	28
	 	 
	SCHEDULE 8.2 –LEAKAGE	28
	 	 
	SCHEDULE 9 – DATA ROOM INDEX	28
	 	 
	SCHEDULE 10 – SHARES AND ASSETS ENCUMBRANCES	28






    3


     


    

THIS
AGREEMENT RELATING TO THE SHARES SALE AND PURCHASE (THE “AGREEMENT”) WAS ENTERED INTO BETWEEN:


 


		(1)	Renesola
                                         New Energy S.a.r.l., a company incorporated under the laws of Luxembourg with registered
                                         number B 168049 whose registered office is at Luxembourg, 16a Avenue de la Liberte, Grand
                                         Duchy of Luxembourg (the “Seller”),



 


		(2)	Solis
                                         Bond Company Designated Activity Company, a company incorporated under the laws of
                                         Ireland with registered number 679734 whose registered office is at Suite 11, Plaza 212,
                                         Blanchardstown Corporate Park 2, Blanchardstown, Dublin 15 (the “Buyer”),



 


and


 


		(3)	Alternus
                                         Energy Group Plc, a company incorporated under the laws of Ireland with registered
                                         number 642708 whose registered office is at Suite 11, Plaza 212, Blanchardstown Corporate
                                         Park 2, Blanchardstown, Dublin 15 (the “Guarantor”)



 


(each
of the Seller, the Buyer and, to the extent the context in this Agreement allows it, the Guarantor are individually referred to
as the “Party” and collectively referred to as the “Parties”)


 


WHEREAS:


 


		(A)	LUCAS
                                         EST S.R.L. is a limited liability company incorporated and existing under the laws
                                         of Romania, having its registered office at Romania, Bucharest, 6-10 Stolnicului Street,
                                         Room 3, 4th floor, app. 13, District 1, registered with the Trade Registry
                                         under no. J40/21060/2008, having sole registration number 24882230 (“Target
                                         1”);



 


		(B)	ECOSFER
                                         ENERGY S.R.L. is a limited liability company incorporated and existing under the
                                         laws of Romania, Bucharest, 6-10 Stolnicului Street, Room 3, 4th floor, app. 13, District
                                         1, registered with the Trade Registry under no. J40/14833/2012, having sole registration
                                         number 29351360 (“Target 2”);



 


(each
of Target 1 and Target 2 are individually referred to as the “Target” and collectively referred to as the “Targets”);


 


		(C)	The
                                         Seller holds 100% of the share capital of Target 1, respectively the Seller holds 45,001
                                         shares issued by Target 1, having a nominal value of RON 10 each, and an aggregate nominal
                                         value of RON 450,010 (further referred to as “Target 1 Shares”);



 


		(D)	The
                                         Seller holds 100% of the share capital of Target 2, respectively the Seller holds 45,001
                                         shares in Target 2, having a nominal value of RON 10 each, and an aggregate nominal value
                                         of RON 450,010(further referred to as “Target 2 Shares”);



 


(Target
1 Shares and Target 2 Shares will be collectively referred to as the “Shares”);


 


		(E)	The
                                         Seller intends to transfer the Shares and the Buyer intends to acquire the Shares at
                                         the date of Closing hereunder, subject to the terms and conditions of this Agreement
                                         and with the observance of the provisions of Law no. 31/1990 on companies, as republished
                                         and further amended (the “Companies’ Law”), and the Targets’
                                         articles of association.




    4


     


    


NOW,
THEREFORE, in consideration of the mutual covenants and undertakings contained herein, and subject to and on the terms and
conditions herein set forth, and with the intent to be bound, the Parties hereto agree as follows:


 


		1	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Defined
                                         Terms



 


As
used in this Agreement (including the preamble and the schedules, annexes, appendices), unless otherwise expressly stated or required,
capitalized terms shall have the meanings ascribed to them in Schedule no. 1.1 attached hereto.


 


		1.2	Interpretation



 


For
the purposes of this Agreement, except as otherwise expressly provided and unless the context otherwise requires, the principles
of interpretation set forth in Schedule no. 1.2 attached hereto shall apply.


 


		2	OBJECT
                                         OF THE AGREEMENT



 


		2.1	The
                                         Seller hereby agrees to sell all, and not less than all, the Shares (and all the rights
                                         attaching to the Shares, including the right to receive dividends whether declared and
                                         not paid until the Closing Date or that will be declared and paid after the Closing Date)
                                         held by them, free of Encumbrances, except the Shares and Assets Encumbrances, and the
                                         Buyer hereby agrees to acquire all, and not less than all, the Shares (and all the rights
                                         attaching to the Shares, including rights to dividends whether declared and not paid
                                         until the Closing Date or that will be declared and paid after the Closing Date) in exchange
                                         of the Final Purchase Price, on the terms and conditions herein, with effect from the
                                         Closing Date.



 


		2.2	The
full ownership rights over the Shares free of any Encumbrance, except the Shares and Assets Encumbrances, and together with all
the rights attached thereto shall be transferred from the Seller to the Buyer, at the Closing Date, on the terms and subject to
the conditions contained herein.



 


		2.3	Save
                                         for the approval of the transfer of shares by resolution of the sole shareholder according
                                         to clause 6.1.1, the Seller (i) waives any restrictions on transfer over the Shares as
                                         such may be provided under any documents including without being limited to the articles
                                         of association of the Targets; and (ii) waives any claims related to the title over any
                                         of the Shares that may result in relation to past operations related to the Shares and
                                         share capital of the Targets.



 





		3	PURCHASE
                                         PRICE



 


	3.1	The
                                         initial purchase price for the transfer of the Shares under this Agreement is equal to
                                         RON [***] determined for each Target as (a) Base Purchase Price plus (b) Trade Working
                                         Capital at the Reference Date, plus (c) Tax Credit at the Reference Date including the
                                         VAT Tax Claim applicable at the respective date, plus (c) the Cash into Bank Accounts
                                         at the Reference Date, minus (d) Tax Payable at the Reference Date, minus (e) the EPC
                                         Payoff Debt, (“Initial Purchase Price”), divided as follows:



 


	 	[***]


 




    5


     


    


		6	CONDITIONS
                                         PRECEDENT TO CLOSING



 


		6.1	The
sale and purchase of the Shares hereunder is conditioned on the following conditions precedent (the “Conditions Precedent”)
being satisfied or waived in accordance with this Agreement by the Longstop Date:



 


		6.1.1	the
                                         Seller having approved in the general meetings of shareholders of the Target the sale
                                         of the Shares towards the Buyer, with effect as of the Closing Date;



 


		6.1.2	the
                                         Targets having notified the Environmental Protection Agency under art. 10 and 15 para.
                                         (2) of GEO 195/2005, in relation to the envisaged transfer of Shares and the Environmental
                                         Protection Agency having established, if the case, environmental obligations which must
                                         be undertaken and/or shared in the context of the transfer of Shares;



 


		6.1.3	the
                                         Targets having notified Uniqa Asigurari SA on the Transaction;



 


		6.1.4	the
                                         Sellers providing the official letter from the Ministry of Culture confirming lack of
                                         historical monuments/archeological sites affecting the land where Target 2’s project
                                         is developed or any parts thereof and the official letters from ANIF and CNAIR confirming
                                         lack of litigations and restitution claims in respect of Target 1 and Target 2;



 


		6.1.5	The
                                         Seller having obtained up to date land book excerpts confirming that the Property is
                                         duly registered in favour of the Targets and is free of Encumbrances, except for the
                                         Shares and Assets Encumbrances;



 


		6.1.6	no
                                         Material Adverse Change having occurred, either individually or in the aggregate, between
                                         the Signing Date and the Closing Date or if such has occurred, has not been remedied
                                         accordingly;



 


		6.1.7	the
                                         Seller having obtained approval for the transfer of the Shares from the lender, Green
                                         Power Eighth CO., LTD under the loan agreements entered into by Lucas Est Korea and Ecosfer
                                         Korea secured by the Targets, amounting to KRW6,876,754,778 and KRW 11,773,076,581 at
                                         31.10.2020, to the Buyer;



 


		6.1.8	the
                                         Sellers having complied and having procured that the Targets complied with their obligations
                                         set out in Schedule 2 and Clause 7 or, in case of non-performance by the Seller and/or
                                         the Targets, such non-performance it is not reasonably expected to trigger Losses to
                                         the Targets in excess of EUR 1,000,000;



 


		6.1.9	no
                                         material breach of the Sellers Representations and Warranties in this Agreement (that
                                         is, a breach that, individually or in aggregate) triggering Losses of the Targets exceeding
                                         EUR 250,000 having occurred, or, if such occurs, any such breach not having been remedied
                                         to the reasonable satisfaction of the Buyer; for the avoidance of doubt, any response
                                         issued or obligations imposed by the Environmental Protection Authority pursuant to the
                                         notice mentioned under clause 6.1.2, shall not be deemed to represent also a material
                                         breach of the Seller’s Warranties;




    6


     


    


		6.1.10	the
                                         Escrow Agreement and Fiduciary Agreement are executed by all relevant parties;



 


		6.1.11	the
                                         Buyer has accepted the Disclosure Letter Update (if any); a Disclosure Letter Update
                                         that results in a Loss of less than 250,000 EUR and that is specifically due to a breach
                                         of the Seller’s representations and warranties will be considered accepted by the
                                         Buyer in consideration of this clause and no other acceptance/ confirmation from the
                                         Buyer will be required, while any Disclosure Letter Update that is outside of these criteria
                                         will require the Buyer’s express acceptance; and



 


		6.1.12	approval
                                         from the Romanian Competition Council, if applicable, in substance and form reasonably
                                         satisfactory to the Seller.



 


		6.2	Benefit
and Satisfaction of Conditions Precedent



 


		6.2.1	The
                                         Conditions Precedent are set for the benefit of the Buyer. Except for the condition under
                                         clause 6.1.12, each such Condition Precedent may only be waived by the Buyer. Waiver
                                         by the Buyer to one or several of the Conditions Precedent according to Clause 6.1 above
                                         in order to be able to complete Closing, shall be without prejudice to any of the Buyer’s
                                         rights under this Agreement or to any rights to indemnification or compensation under
                                         this Agreement.



 


		6.2.2	Each
                                         relevant competent Party shall use all reasonable endeavors and take all reasonable necessary
                                         actions to ensure the satisfaction of the Conditions Precedent set out in Clause 6.1,
                                         in order to perform and complete the transaction contemplated in this Agreement.



 


		6.2.3	Except
                                         as otherwise set forth herein and subject to the terms and conditions set forth herein
                                         and to applicable legal requirements, each of the Parties shall cooperate and use their
                                         respective commercially reasonable efforts to take, or cause to be taken, all appropriate
                                         action, and do, or cause to be done, and assist and cooperate with the other Parties
                                         in doing, all things reasonably necessary, proper or advisable to consummate and make
                                         effective, in the most expeditious manner practicable, the Transaction, including the
                                         satisfaction of the respective conditions set forth in Clause 6.1, but in any case prior
                                         to the Longstop Date.



 


		6.2.4	Each
                                         relevant competent Party shall (i) promptly, and in any event within 2 Business Days
                                         from the relevant occurrence, notify to the other Party the satisfaction of any Condition
                                         to Closing and provide reasonable satisfactory evidence thereof; and (ii) use its best
                                         reasonable efforts to make sure that each Condition to Closing is satisfied as soon as
                                         possible and, in any case, by the Long Stop Date.




    7


     


    


		6.2.5	Closing
                                         shall take place until the Long Stop Date, on the date and place as mutually agreed between
                                         the Parties, provided that all Conditions Precedent have been fulfilled, satisfied or
                                         otherwise waived by Buyer. The Closing shall take place at the latest on the 20th Business
                                         Day as of the date all Conditions Precedent having been fulfilled, satisfied or otherwise
                                         waived, through a video-conference call to be initiated by any Party and/or at a place
                                         to be designated and agreed by the parties, if permitted due to the Covid – 19
                                         pandemic, at 11:00 am Central European Time.



 


		6.2.6	For
                                         the avoidance of doubt the costs related to the implementation of the Conditions Precedent
                                         shall be borne (i) by each of the Targets, in respect of the Conditions Precedent which
                                         imply actions to be taken by said Target, (ii) by the Seller and/or the Buyer, as the
                                         case, for all other Conditions Precedent.



 


		6.2.7	The
                                         Seller, at its sole and absolute discretion, may extend the initial Long Stop Date by
                                         up to 30 days if any of the Conditions Precedent are not fulfilled by the initial Long
                                         Stop Date by serving a written notice to the Buyer within (5) five Business Days before
                                         the initial Long Stop Date (in such a case, the extended term being deemed the Long Stop
                                         Date).



 


		6.2.8	If
                                         the Conditions Precedent have not been satisfied (or waived) by the Longstop Date, as
                                         prolonged (if the case), each Party shall have the right to notify the termination of
                                         the Agreement, except for the Surviving Provisions, to the other Party, with immediate
                                         effect by simple written notice, without the fulfilment of any further formality and
                                         without the need to follow any judicial procedure, and provided that if the Conditions
                                         Precedent have not been met due to the fault of one Party, then such Party shall not
                                         have a termination right, without prejudice to the automatic termination in accordance
                                         with clause 6.2.9 below, and in the event of termination due to the exclusive fault of
                                         the Buyer, the Buyer can be held liable in accordance with the law.



 


The
Parties hereby agree that, despite the Seller’s best reasonable effort a Condition Precedent is not fulfilled due to the
fact that a third party fails to provide any required document / approval in due time or otherwise determines for a Condition
Precedent to not be fulfilled, the termination of the Agreement prior to Closing shall not be deemed attributable to the Seller.


 


For
the purposes of this Agreement, the following shall be considered Surviving Provisions: except for this Clause6.2.8, Clause 6.2.9,
Clause 13, Clause 14, Clause 15, Clause 16, Clause 17, Clause 18 together with the provisions of Clause 1 and Schedule 1; all
the other Clauses of this Agreement shall lapse and cease to have effect; provided that the lapsing of those provisions shall
not affect any rights or liabilities of any Party in respect of any previous breach of this Agreement.


 


		6.2.9	Failure
                                         by the Party entitled to serve the notice mentioned in Clause 6.2.8 within fifteen (15)
                                         Business Days after the Longstop Date, as prolonged (if the case), will trigger the automatic
                                         extension of the Longstop Date by 60 (sixty) days. Upon expiry of such additional 60
                                         (sixty) days, if the Conditions Precedent have not been satisfied (or waived), the Agreement
                                         shall automatically terminate without the fulfilment of any formality. The provisions
                                         of Clause 6.2.8 shall apply accordingly, to the extent relevant and applicable; for the
                                         avoidance of any doubt, the impossibility of the Party at fault to terminate the Agreement
                                         in accordance with Clause 6.2.8 not having any effects as to the automatic termination
                                         under this clause. The Parties herein agree that the Agreement shall be considered lawfully
                                         terminated without the intervention of the court of law and without the fulfilment of
                                         any formality as of the Longstop Date in accordance with this clause, if the Conditions
                                         Precedent have not been satisfied (or waived) until such date.




    8


     


    


		7	PRE-CLOSING
                                         COVENANTS



 


		7.1	Period
                                         between Signing and Closing



 


For
the period between Signing and Closing, the Seller undertakes to comply and procure, to the extent legally possible and unless
otherwise provided hereunder, that the Targets comply with the obligations set out in Schedule 2.


 


		7.2	Access
to Information Prior to the Closing



 


During
the period from the date hereof through the Closing Date, the Targets shall, and the Seller shall cause the Targets to, give Buyer
and their authorized representatives reasonable access during regular business hours to all offices, facilities, books and records
of the Targets as Buyer may reasonably request; provided, that (a) Buyer and their representatives shall take such action as is
deemed necessary in the reasonable judgment of the Seller and the Targets to schedule such access and visits through a designated
officer from each Target and in such a way as to avoid disrupting in any material respect the normal business of the Targets,
(b) the Targets shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege,
(c) the Targets do not need to supply Buyer with any information which, in the reasonable judgment of the Seller or the Targets,
either Target or the Seller is under a contractual or legal obligation not to supply or otherwise contravenes any applicable laws,
and (d) the Targets do not need to supply Buyer with any information which, in the reasonable judgment of the Seller or the Targets
causes or could cause competitive harm to the business of any of the Targets if the transactions contemplated hereby are not consummated.
Interim Financial Information.


 


Between
the date hereof and the Closing, the Targets shall, and the Seller shall cause the Targets to, prepare and deliver to Buyer as
soon as practicable after the end of each month, unaudited consolidated financial information of the Targets prepared in accordance
with Romanian GAAP for such month.



    9


     


    


		7.3	No-shop



 


Between
the date hereof and the Signing Date, none of the Targets or the Seller shall intentionally solicit or facilitate (including by
way of providing information regarding the Targets or their businesses to any Person or providing access to any Person) any inquiries,
discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate
any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or a material
portion of the assets or properties of the Targets (other than the transactions in the ordinary course of business consistent
with past practices), or any shares (whether newly issued or currently outstanding) of either Target, any merger, joint venture,
association or recapitalization involving the Targets, the liquidation, dissolution or reorganization of the Targets, or any similar
transaction, and the Seller and the Targets shall inform the Targets’ and their directors, employees, agents, representatives
and Affiliates to refrain from any of the foregoing. The Sellers shall promptly notify the Buyer if any such bona fide, written
inquiries or proposals are received by the Targets, the Seller or, to the Seller’s Knowledge, any of their respective representatives,
including the nature and terms of any of the foregoing and the identity of the parties involved.


 





		8	CLOSING.
                                         CLOSING PROCEDURES AND FORMALITIES



 


		8.1	Closing
                                         procedures



 


		8.1.1	Closing
                                         shall take place through the Notary Agent and Bond Trustee, as applicable, at any place
                                         and date as may be mutually agreed between the Parties hereto and, in absence of the
                                         Parties’ agreement, on the 20th Business Day as of the date all Conditions Precedent
                                         having been fulfilled, satisfied or otherwise waived or by remote means, in accordance
                                         with clause 6.2.5. The date on which such Closing actually occurs shall be referred to
                                         in this Agreement as the “Closing Date”. On Closing, the Parties shall
                                         take, or cause to be taken, all actions needed to ensure that the following actions are
                                         carried out in the order mentioned below:



 


		(a)	the
                                         Parties shall exchange evidence of the due fulfillment of the Conditions Precedent to
                                         the extent the fulfillment was not already communicated in accordance with Clause 6.2.4
                                         above;



 


		(b)	the
                                         Seller shall deliver a written confirmation to the Buyer that the Seller’s Representations
                                         and Warranties are true, correct, and not misleading in all material respects (and without
                                         impact on the provisions of Clause 10.1) on and as of the Signing Date and, subject to
                                         the Disclosure Letter Update (if any), the Closing Date and respectively that the Conditions
                                         Precedent under Sub-clause 6.1.6, 6.1.8, 6.1.9 are fulfilled at the Closing Date;



 


		(c)	the
                                         Seller shall deliver to the Buyer a waiver to any and all past, present or future claims
                                         signed by Lucas Est Korea and Ecosfer Korea that these companies might have against the
                                         Targets in connection with the performance of the EPC Agreements up and until Closing;



 


		(d)	Green
                                         Power Eighth CO., LTD shall deliver the Security Release/ Deregistration Letter(s)/ POA(s)
                                         to the Notary Agent;



 


		(e)	the
                                         current directors of the Targets shall sign and submit to the Buyer the resignation and
                                         proof of termination, starting with the Closing Date, of their mandate, including a waiver
                                         to any and all past, present or future claims that these persons might have against the
                                         Targets in connection with the performance of the respective mandate;




    10


     


    


		(f)	the
                                         Seller and the Buyer shall sign a statement, in accordance with Article 10(2) of GEO
                                         195/2005, reflecting the manner the environmental obligations imposed by the authorities
                                         pursuant to the notification under Article 10 (1) of GEO 195/2005 shall be undertaken
                                         and/or shared in the context of the transfer of Shares; to the extent the authority shall
                                         not revert on the matter, the statement shall mention that the entity liable for each
                                         of the Targets’ environmental liabilities remains each such Target and shall reflect
                                         the parties understanding under the SPA for past actions;



 


		(g)	the
                                         Seller shall deliver to the Buyer tax certificates relating to the Targets, not more
                                         than 30 days old, evidencing the lack of Tax arrears;



 


		(h)	the
                                         Buyer shall deliver to the Seller (i) copies of an official extract issued by the Trade
                                         Registry indicating the name, address, shareholders, directors and registration number
                                         of the Buyer, (legalized and apostilled), (ii) copies of the resolutions passed by the
                                         relevant corporate body of the Buyer, approving the execution of the Transaction and
                                         empowering its authorized signatories to execute all agreements and other ancillary documents
                                         necessary and required to effect the consummation of the Transaction;



 


		(i)	the
                                         Seller shall deliver to the Buyer (i) original of an official extract issued by the Trade
                                         Registry indicating the name, address, shareholders, directors and registration number
                                         of the Seller in apostilled form, (ii) copies of the resolutions passed by the board
                                         of directors of the Seller, approving the execution of the Transaction and empowering
                                         its authorized signatories to execute all agreements and other ancillary documents necessary
                                         and required to effect the consummation of the Transaction;



 


		(j)	the
                                         Seller (in its capacity as shareholder of the Targets) together with the Buyer as future
                                         shareholder/ inviteee, shall pass a shareholders’ resolution at the level of each
                                         Target, pursuant to which it shall: (i) approve the change in the shareholding structure
                                         following the consummation of the Transaction; (ii) revoke all bank signatory powers,
                                         as well as all and any powers of attorney issued by the Targets which remain valid at
                                         the Closing Date, except as otherwise agreed between the Parties; (iii) accept the resignation
                                         and approve the discharge of liability of the Targets’ directors except for gross
                                         negligence, willful misconduct or fraudulent acts; (iv) approve the power of attorney
                                         for the Tax Claim Appointee as per clause 5.3 above, and (v) authorize registration of
                                         the amendments to be made at the Trade Registry upon the consummation of the Transaction
                                         by way of power-of-attorney;



 


		(k)	the
                                         Parties shall execute short forms share transfer agreements for the sale and transfer
                                         of the Shares in the form of Schedule 6 (the “Short Form Transfer Agreements”)
                                         solely for the purpose of the registration of the transfer of the Shares from the Seller
                                         to the Buyer with the Trade Registry and the Seller shall provide the Buyer the documents
                                         which are under its control, if any, and which are required for the registration of the
                                         transfer of the Shares from the Seller to the Buyer with the Trade Registry;




    11


     


    


		(l)	the
                                         Bond Trustee shall make the relevant payments according to the provisions of Clauses
                                         3.3 and 3.7.1 above, ,upon receipt of the confirmation letter provided by the Notary
                                         Agent pursuant to the Fiduciary Agreement, confirming the delivery by Green Power Eighth
                                         CO., LTD of the documents under point (d) above, and provide the Seller the irrevocable
                                         SWIFT confirmations;



 


(hereinafter
referred to as: “Closing Actions”).


 


All
of the actions set forth in Clause 8.1.1 shall constitute the closing hereof (the “Closing”) and will be deemed
to have occurred simultaneously on the Closing Date at the hour to be mentioned in the Closing Acknowledgement; non-occurrence
of any of the actions set forth in Clause 8.1.1 will render null and void and leave without effect any other action with the effect
that Closing shall not occur unless such action has been waived by the Party for whose benefit it has been provided. The Parties
shall sign a closing acknowledgement (“Closing Acknowledgement”) substantially in the form attached as Schedule
5 confirming the occurrence of Closing.


 


Waiver
by the Buyer to one or several of the events or actions to be taken by the Seller according to Clause 8.1.1 above in order to
be able to complete Closing, shall be without prejudice to any of the Buyer’s rights under this Agreement or to any rights
to indemnification or compensation. If the fulfillment of Closing Actions obligations last more than one day, then for the purpose
of this Agreement all actions taken will be regarded simultaneous and will be deemed to have taken place on the same day, and
Closing shall be deemed to have taken place on the date when all such actions have been taken (unless the Parties agree otherwise
in writing).


 


The
Seller shall ensure that all documents, registries, stamps, keys pertaining to the Targets and that are in their possession shall
be left with the Targets at the latest on Closing Date.


 


		9	COVENANTS
                                         OF THE PARTIES



 


		9.1	Post
Closing Cooperation



 


		9.1.1	After
                                         the Closing Date the Parties undertake to fully cooperate as regards any post Closing
                                         formalities/actions necessary/required to be performed by any of the Parties. Further
                                         the Buyer agrees to provide to the Seller, at the reasonable request of the Seller (as
                                         the case may be), any documents (tax, financial or otherwise) necessary to the Seller
                                         for tax purposes and the Seller agrees to ensure that, after Closing, the Targets are
                                         in the possession of originals of: (i) the technical book of the construction; (ii) all
                                         land related agreements; (iii) all other operational agreements.




    12


     


    


		9.1.2	The
                                         Buyer shall notify the National Authority for Energy Regulation within 30 days as of
                                         the Closing Date in relation to the transfer of Shares in accordance with this Agreement.



 


		9.1.3	Without
                                         prejudice to the obligations under Clause 5.3 above, the Parties shall ensure that the
                                         Tax Claim Appointee shall use all reasonable endeavors and take all reasonable necessary
                                         actions to ensure that the VAT Tax Claim are recovered by the Targets from the Tax Authorities,
                                         in order for the Recovery Amount to be paid by the Buyer in accordance with this Agreement.
                                         Also, the Buyer undertakes that the Targets shall file the Additional VAT Tax Claim with
                                         the Romanian Tax Authority no later than 10 (ten) Business Days after the date of Closing
                                         and undertakes to observe all the obligations provided under clause 5.3 above.



 


		10	INDEMNIFICATION.
                                         REPRESENTATIONS AND WARRANTIES OF THE PARTIES.



 


		10.1	Seller’s
                                         Representations and Warranties



 


		10.1.1	Subject
                                         to the limitations set out in this Agreement, the Seller hereby represents and warrants
                                         to the Buyer that, except as for the Disclosed Information the statements contained in
                                         Schedule 3 (Seller’s Representations and Warranties) are true, accurate and not
                                         misleading in all material respects on the Signing Date and subject to the Disclosure
                                         Letter Update (if any) shall be true, accurate and not misleading in all material respects
                                         on Closing Date as if repeated at the Closing Date (unless provided otherwise in the
                                         statements below, including except as where any statement is expressed to be made only
                                         at a particular date, than it shall be considered to be given only at that date).



 


		10.1.2	Any
                                         of the Seller’s Representation and Warranty in this Agreement qualified by belief,
                                         knowledge, information or awareness of the Seller shall be deemed to include any act,
                                         omission, event or circumstance that the Seller or the current directors of the Targets
                                         as of the date of this Agreement and as of the Closing Date are aware of in their capacity
                                         as shareholders or current directors, respectively, of the Targets or that a reasonable
                                         shareholder could reasonably have been expected to have discovered after due reasonable
                                         enquiry of the statements / reports of the directors and managers of the Targets provided
                                         to the Seller (the “Seller’s Knowledge”).



 


		10.1.3	The
                                         Seller makes no other representation and gives no other warranty to the Buyer except
                                         as set out in in Schedule 3 (Seller’s Representations and Warranties).



 


		10.2	Buyer’s
                                         Representations and Warranties



 


		10.2.1	The
                                         Buyer hereby represents and warrants to the Seller that the statements contained in Schedule
                                         4 (Representations and Warranties of the Buyer) are true, accurate, complete and not
                                         misleading in all respects on the Signing Date and will be true, accurate, complete and
                                         not misleading in all respects as of Closing Date.




    13


     


    


		10.3	Buyer’s
Obligation to Indemnify



 


		10.3.1	The
                                         Buyer hereby undertakes to indemnify the Seller for all Losses incurred as a result of:
                                         (i) any of the Buyer’s representations and warranties being found untrue or misleading;
                                         and (ii) any failure to fulfill in whole or in part the obligations assumed by the Buyer
                                         under Clause 5.3.



 


		10.3.2	Limitations:
                                         Except for the obligations assumed by the Buyer under Clause 5.3, for which the limitations
                                         herein are not applicable, the limitations to indemnification set forth in Clause 12
                                         shall apply to the Buyer as it relates to this Clause 10.3.1, in that the term ‘Seller’
                                         shall be replaced by ‘Buyer’ and ‘Buyer’ shall be replaced by
                                         ‘Seller’, throughout Clause 12 in order to apply the identical limitations
                                         to this Clause 10.3.1.



 


		10.4	Guarantee



 


		10.4.1	Subject
                                         to Clause ‎10.4.2, the Guarantor hereby guarantees the due and prompt performance
                                         to the Seller of the Buyer’s obligation under Clause 5.4 of this Agreement, whichever
                                         recovery method is requested by the Seller, respectively to pay 90% of the VAT Tax Claim
                                         or the penalty amounting to the Recovery Amount to the Beneficiary (the obligations of
                                         the Buyer referred to in this Clause 10.4.1 being the “Guaranteed Obligations”).



 


		10.4.2	If
                                         there is a default by the Buyer in the performance of the Guaranteed Obligations in accordance
                                         with this Agreement, the Seller shall submit a written demand to the Buyer in respect
                                         of any such Guaranteed Obligation and any part of such Guaranteed Obligation remains
                                         unperformed and/or unpaid for a period of fifteen (15) Business Days, then, upon further
                                         written demand from the Seller to the Guarantor, the Guarantor shall perform such Guaranteed
                                         Obligation, unconditionally and solely based on the Seller’s demand, within five
                                         (5) Business Days as of such demand, with no other formality or court intervention being
                                         necessary.



 


		10.4.3	All
                                         payments to be made hereunder shall be made by the Guarantor in the currencies, funds
                                         and manner and at the places in and at which the corresponding sums were agreed to be
                                         paid or discharged pursuant to this Agreement.



 


		10.4.4	All
                                         payments by the Guarantor hereunder shall be made without set-off or counterclaim and
                                         free and clear of and without deduction for or on account of any present or future taxes
                                         or other deductions whatsoever but so that if the Guarantor is compelled by law to make
                                         any such deduction the Guarantor will pay such additional amounts as are necessary to
                                         ensure that the Seller receives the full amount which it would have received if there
                                         had been no such deduction and any such additional amounts shall be disregarded in computing
                                         any limitation on the amount recoverable from the Guarantor hereunder and shall be payable
                                         notwithstanding any such limitation.




    14


     


    


		10.4.5	The
                                         Guarantor hereby warrants to the Seller on the date of this Agreement that:



 


		(a)	the
                                         obligations set out in this Agreement constitute legal obligations that are valid and
                                         binding on the Guarantor in accordance with their respective terms;



 


		(b)	it
                                         has full power, legal capacity and authority to enter into and to perform the obligations
                                         set out in this Agreement;



 


		(c)	neither
                                         entering into this Agreement nor performing the obligations referred to in it has or
                                         will result in the breach of any obligation of the Guarantor under its constitution or
                                         any contract or agreement to which the Guarantor is a party; and



 


		(d)	there
                                         is no pending or, to its knowledge (after due and careful enquiry), threatened insolvency
                                         or bankruptcy proceedings affecting it or its assets.



 


		11	SPECIFIC
                                         INDEMNITY



 


		11.1	Irrespective
of Disclosed Information in case of the Specific Indemnities below, subject to other limitations set out in this Agreement, the
Seller hereby agrees to indemnify the Buyer, from and against any and all Losses arising out of or relating to the following,
each a “Specific Indemnity” and together the “Specific Indemnities”:



 


		11.1.1	Any
                                         Tax Liability



 


“Tax
Liability” means:


 


		(i)	liability
                                         to make an actual payment or increased payment of, or in respect of, or on account of,
                                         Tax (including making a payment in settlement of a Tax Liability and whether or not presently
                                         payable and whether satisfied or unsatisfied at Closing), in which case the amount of
                                         the Tax Liability shall be the amount of the actual payment or increased payment; including
                                         without limitation an amount payable which arises in respect of or in consequence of:
                                         (i) any income, profits or gains earned, accrued or received (or deemed to be earned,
                                         accrued or received) on or before Closing; or



 


		(ii)	any
                                         liability resulting from the VAT; or



 


		(iii)	the
                                         loss of or failure to obtain, for any reason, any right to a repayment of Tax, in which
                                         case, the amount of the Tax Liability will be the amount of the repayment; or



 


		(iv)	the
                                         use or setting off of any relief arising to the Company after Closing or to any member
                                         of the Buyer’s tax groups in circumstances where, but for such set off or use,
                                         any of the Targets would have had a liability to make a payment of or in respect of Tax
                                         for which the Buyer would have been able to make a claim against the Seller under this
                                         Tax Liability, in which case, the amount of the Tax Liability will be the amount of Tax
                                         for which the Seller would have been liable but for the setting off or use.




    15


     


    


		11.1.2	the
                                         loss of the title over any of the Shares as a result of a (third party) claim related
                                         to the transfers over any of the Targets’ shares or any other share capital related
                                         operation that occurred prior to Closing.



 


		11.2	The
                                         Parties acknowledge that to the extent the Buyer or the Targets shall recover Losses
                                         based on a claim under this Section 11 (Specific Indemnity), the Buyer or the Target
                                         shall not be entitled to recover the same Loss based on other breach of the Agreement
                                         as stated in Clause 12.9. This Section 11 is entered into for the benefit of both the
                                         Buyer and the Targets, and shall be directly enforceable against the Seller, provided
                                         that the amount of the Losses shall be recoverable only once.



 


		12	INDEMNIFICATIONS
                                         AND REMEDIES. LIMITATION OF LIABILITY



 


		12.1	Seller’s
                                         Obligation to Indemnify



 


		12.1.1	The
                                         Seller hereby undertakes to indemnify the Buyer for all Losses incurred as a result of:
                                         (i) any of the Seller’s Representations and Warranties being found untrue or misleading;
                                         (ii) any of the Specific Indemnity situations under Clause 11 having occurred and (iii)
                                         any failure to fulfill in whole or in part the obligations and/or covenants assumed by
                                         the Sellers hereunder, including without limitation the pre-closing covenants in Section
                                         7, where the breach occurred until and including the Closing Date.



 


		12.2	Breaches
                                         and Claims. General Limitations



 


		12.2.1	Subject
                                         to the qualifications under this Clause 12, any breach giving rise to a right to indemnification
                                         under this Agreement gives the right to the Party entitled to indemnification for Losses
                                         hereunder (the “Claimant Party”) to present a Claim to the other Party
                                         (the “Defaulting Party”) according to the terms and conditions herein.



 


		12.2.2	If
                                         the Buyer become aware of a matter or circumstance which is likely to give rise to a
                                         Warranty Claim or to a Specific Indemnity Claim, the Seller shall not be liable in respect
                                         of it unless the Buyer shall give notice to the Seller specifying that matter or circumstance
                                         in detail (including, without limitation, the Buyer’s estimate of the amount of
                                         such claim) within sixty (60) Business Days after the Buyer) becomes aware of that matter
                                         or circumstance. The Seller shall not be liable for any Losses if the Buyer fails to
                                         give notice to the Seller as required by this paragraph.



 


		12.2.3	None
                                         of the limitations in this Agreement shall apply in relation to any Loss suffered or
                                         incurred by the Buyer and/or any of the Targets as a result of gross negligence or willful
                                         misconduct of the Seller.



 


		12.2.4	With
                                         respect to a Loss incurred or suffered by any Target, but where the compensation for
                                         such Loss shall be paid to the Buyer, the Buyer shall be entitled to compensation for
                                         the full Loss of the Targets (for the avoidance of any doubt, (i) in a situation where
                                         the compensation for such Loss of either Targets shall be paid to said Target, the Target(s)
                                         shall be compensated for the full amount of such Loss, or (ii) with respect to a Loss
                                         incurred or suffered by the Buyer, the Buyer shall be compensated for the full amount
                                         of such Loss).




    16


     


    


		12.3	Monetary
limitations



 


The
liability of the Seller in relation to a breach of the Seller’s Representations and Warranties and the Specific Indemities
shall be limited as follows:


 


		12.3.1	the
                                         Seller shall not be liable in respect of any Warranty Claim or any Specific Indemnity
                                         Claim unless the amount of the damages to which the Buyer would, but for this subparagraph,
                                         be entitled as a result of that Warranty Claim or any Specific Indemnity Claim exceeds
                                         EUR 100,000, in which case the Buyer shall be entitled to claim the full amount of the
                                         Loss;



 


		12.3.2	the
                                         Seller shall not be liable in respect of any Warranty Claims or any Specific Indemnity
                                         Claims, unless the aggregate of all Warranty Claims and Specific Indemnity Claims (other
                                         than the claims disregarded as contemplated by Clause 12.3.1 above) exceeds an amount
                                         equal to EUR 1,000,000, in which case the Buyer shall be entitled to claim the full amount
                                         of the Loss; and



 


		12.3.3	except
                                         for warranties set out in Clause 3 (Shares and Undertakings) of Schedule 3 for which
                                         the limit shall be the aggregate of the Final Purchase Price and the EPC Payoff Debt,
                                         the maximum aggregate liability of the Seller arising out of or in connection with this
                                         Agreement shall not exceed 40% of the aggregate of the Final Purchase Price and the EPC
                                         Payoff Debt.



 


All
claims that originate from the same facts or having the same causes shall be deemed as one Warranty Claim and one Specific Indemnity
Claim for the purpose of this Agreement.


 


		12.4	Time
limitation



 


		12.4.1	Notwithstanding
                                         the foregoing the liability of the Seller for:



 


		(i)	without
                                         prejudice to points (ii) and (iii) below, any Warranty Claim related to a breach of the
                                         Seller’s Representations and Warranties mentioned under Schedule 3 shall be triggered
                                         only for Claims notified to the Seller prior to 11:59 p.m. (CET + 1) on the date that
                                         is twenty-four (24) months after the date of Closing;



 


		(ii)	Warranty
                                         Claim related to a breach of the Fundamental Seller’s Warranties set forth under
                                         Schedule 3 – paragraphs 3 (Shares and Undertakings) and 8.5-8.16 (Real Estate –
                                         Title) and 8.26-8.34 (Planning and Zoning & Approvals), to the extent regarding the
                                         validity of the building permits/ title over construction/ rights over land shall be
                                         triggered only for Claims notified to the Seller prior to 11:59 p.m. (CET + 1) on the
                                         date that is thirty-six (36) months after the date of Closing, and




    17


     


    


		(iii)	any
                                         Claim related to a breach of the Tax Representations and Warranties or Tax related Specific
                                         Indemnities shall be triggered only for Claims notified to the Seller prior to 11:59
                                         p.m. (CET + 1) on the date that is five (5) years as of 1st of July of the
                                         year following Closing.



 


The
liability of the Seller towards the Buyer shall cease automatically on the date falling on the term referred to herein above.


 


		12.4.2	The
                                         above mentioned terms are conventional time limit terms (in Romanian: “termene
                                         de decadere”).



 


		12.5	Conduct
                                         of Claims



 


		12.5.1	If
                                         a Party incurs a Loss for which it is entitled to indemnification by the other Party
                                         in accordance with this Agreement, the Claimant Party shall notify the Defaulting Party
                                         and mention the incurred Loss and reasonable details with regard to the act, fact, event
                                         or circumstance which triggered the Loss (“Notice of Claim”).



 


		12.5.2	Subject
                                         to the provisions of Clause 12.5.1 being observed, the Defaulting Party shall owe and
                                         pay to the Claimant Party such amount as set forth in the Notice of Claim, unless the
                                         Defaulting Party contests it in writing, giving reasonable details for such contestation,
                                         within [60 (sixty)] days from receipt of the Notice of Claim.



 


		12.5.3	In
                                         the event that the Defaulting Party duly contests the Notice of Claim within the 60 (sixty)
                                         days term, the Parties shall proceed to amicable settlement of the dispute and thereafter,
                                         if necessary, to the dispute resolution pursuant to Clause 14.7 hereunder



 


		12.6	Seller’s
                                         disclosure



 


The
Parties expressly agree and clarify that the Seller’s liabilities and the indemnification obligation are excluded to the
extent that the matter or circumstance giving rise to that claim:


 


		12.6.1	was
                                         taken into account or otherwise reflected in the Accounts;



 


		12.6.2	is
                                         or arises from any matter or circumstance provided in the Disclosed Information or referred
                                         to in the Agreement;



 


		12.6.3	may
                                         reasonably be deemed to be in the actual or constructive knowledge of the Buyer, based
                                         upon the Disclosed Information; for the purpose of this clause, constructive knowledge
                                         shall be deemed to include any act, omission, event or circumstance that a reasonable
                                         buyer could reasonably have been expected to have discovered/known based upon the Disclosed
                                         Information.




    18


     


    


		12.7	General
                                         Limitations



 


The
Seller shall not be liable for any Claims to the extent such Claim arises or is increased (in this latter case, the Seller’s
liability shall not be triggered for the amount corresponding to the increase) if and to the extent that the Claim relates to:


 


		12.7.1	events,
                                         facts or circumstances originating after Closing Date;



 


		12.7.2	a
                                         change in legislation made after the date of this Agreement or any amendment to or the
                                         withdrawal of any written practice previously published by an Authority, including a
                                         Tax Authority, in either case occurring after the date of this Agreement, whether or
                                         not that change, amendment or withdrawal purports to be effective retrospectively in
                                         whole or in part;



 


		12.7.3	any
                                         change, after Closing, of the date on which the Targets prepared their accounts or to
                                         the bases, methods, principles or policies of accounting of the Targets or any change
                                         to the accounts of the Targets caused by the Transaction, except if such change addresses
                                         past deviations or breaches of applicable laws and regulations; and



 


		12.7.4	any
                                         act or omission of the Targets on or before Closing carried out at the written request
                                         of the Buyer or any act or omission of the Buyer or any of its Affiliates after Closing.



 


		12.8	Insurance



 


The
Seller shall not be liable in respect of any Warranty Claim and/or Specific Indemnity Claim to the extent that the amount of such
Warranty Claim and/or Specific Indemnity Claim is confirmed by the insurer as covered by any of the Target’s insurance or
would have been so covered if the insurance policies in effect at Closing had been maintained after the Closing Date. The Buyer
shall not pursue an otherwise valid claim against the Seller with respect to any losses which are recoverable under such insurance
policies.


 


		12.9	No
double recovery



 


		12.9.1	The
                                         Claimant Party is not entitled to recover more than once in respect of the same Loss
                                         irrespective of the fact that the respective Loss is the result of a breach of more than
                                         one of the representations and warranties and/or covenants under this Agreement. Recovery
                                         by any of the Buyer or the Targets shall be considered as full recovery by the Buyer
                                         of the Loss against the Seller.



 


		12.9.2	If
                                         a Party pays to the other an amount in respect of a Claim (“Claimed Amount”)
                                         and the latter subsequently recovers from another person (including but without being
                                         limited to any insurers) an amount resulting from the matter giving rise to the Claim
                                         (“Recovered Amount”), then such Party shall return to the paying Party
                                         an amount equal to the lower of: (i) the Claimed Amount and (ii) the Recovered Amount.
                                         The Parties agree that the Recovered Amount shall include the whole amount recovered
                                         from another person less reasonable costs incurred for obtaining the Recovered Amount.




    19


     


    


		12.10	Remedy
                                         of breaches



 


If
the matter or circumstance giving rise to a Warranty Claim or a Specific Indemnity Claim is capable of remedy, the Seller shall
be liable in respect of that Warranty Claim or of that Specific Indemnity Claim, only if the relevant matter or circumstance is
not remedied in full within ninety (90) Business Days after the date on which the Seller is given notice as contemplated in this
clause in relation to that matter or circumstance. The Purchaser shall procure that the Seller is given the opportunity within
that ninety (90) Business Day period to remedy the relevant matter or circumstance and shall provide, and shall procure that the
relevant Target shall provide, all reasonable assistance to the Seller to remedy the relevant matter or circumstance.


 


		12.11	Contingent
liabilities



 


The
Seller shall not be liable in respect of any liability which is contingent unless and until such contingent liability becomes
an actual liability and is due and payable.


 


		12.12	Third
                                         Party Claims



 


		12.12.1	If
                                         the Buyer and/or the Target is notified of a claim of a Third Party against the Target
                                         or against the Buyer that may lead to a liability by the Seller to the Buyer, respectively
                                         the Target, under this Agreement or Applicable Law (hereinafter referred to as “Third
                                         Party Claim”), the Buyer shall notify such Third Party Claim to the Seller
                                         in writing (giving reasonable details and enclosing the respective communication with
                                         the relevant Third Party, if any, as well as any other supporting documentation available
                                         to the Buyer, respectively the Target), as soon as possible, but in any case no later
                                         than 10 (ten) Business Days from the moment the Target or, if becoming aware earlier,
                                         the Buyer, has been notified of such Third Party Claim. The Seller shall not be liable
                                         for any Losses if the Buyer fails to give notice to the Seller as required by this paragraph.



 


		12.12.2	The
                                         Buyer agrees to and shall procure that the Target will, as applicable, at any time after
                                         having notified the Seller of such Third Party Claim:



 


		(i)	provide
                                         the Seller and the Seller’s legal counsel with all relevant documents and other
                                         information with regard to such Third Party Claim available to the Buyer or the Target;
                                         and



 


		(ii)	only
                                         if the Seller simultaneously agree to indemnify the Buyer for such matter once the Third
                                         Party Claim is finally solved in view of its obligations and liability under this Agreement,
                                         if the case will be, if the Seller so requests (i) appoint legal counsel(s) nominated
                                         by the Seller at Seller’s own costs to act on behalf of the Buyer or the Target,
                                         as the case may be, to conduct the defence against such Third Party Claim, and also,
                                         if requested by the Seller, afford the Seller the opportunity to conduct the defence
                                         against such Third Party Claim, the Buyer procuring that the relevant Target takes such
                                         action to assess, contest, dispute, defend, appeal or compromise the Third Party Claim
                                         as the Seller may request and does not make any admission of liability, agreement, settlement
                                         or compromise in relation to the Third Party Claim without the prior written approval
                                         of the Seller, and (ii) enable the Seller to participate in (in- and out of court) discussions,
                                         negotiations for settlement and other communication with the relevant third party regarding
                                         the Third Party Claim as well as any Governmental Authority hearings of or otherwise
                                         regarding the Third Party Claim.




    20


     


    


		12.12.3	Should
                                         the Seller nominate legal counsel(s) to act on behalf of the Buyer or the Target (as
                                         applicable) in the defence of a Third Party Claim:



 


		(i)	the
                                         Seller shall keep the Buyer, respectively the Target, informed of the proceedings, including
                                         on the strategy to be followed and by communicating all reasonable details and enclosing
                                         the relevant documentation of the relevant file, if any, as well as any other supporting
                                         documentation available to the Seller, respectively the Target, as soon as possible;
                                         



 


		(ii)	the
                                         Seller shall not agree to any settlement or compromise of the Third Party Claim which
                                         is the subject of proceedings, or agree to any matter in the conduct of such proceedings
                                         which may affect the amount of the liability in connection with such Third Party Claim
                                         without the prior notification of the Buyer. Furthermore, in no case shall the Seller
                                         settle or compromise any pending or threatened Third Party Claim in respect of which
                                         indemnification may be sought hereunder (whether or not the Buyer or the Company is an
                                         actual or potential party to such legal proceeding) or proceed to any legal action which
                                         may result in (x) admission of fact, culpability or a failure to act, by or on behalf
                                         of the Buyer or the Company, or (y) any injunctive relief against the Buyer or the Company
                                         or that may adversely affect the Buyer or the Company without the prior approval of the
                                         Buyer, such approval not to be unreasonably withheld or delayed. If the Buyer does not
                                         give its approval, the Seller shall be relieved from any liability under this Agreement
                                         with respect to such matter; and



 


		(iii)	the
                                         Buyer shall not, and shall procure that the Target does not make any settlement of or
                                         concession regarding a Third Party Claim without the prior written consent of the Seller,
                                         such approval not to be unreasonably withheld or delayed. To the extent the Seller can
                                         prove that it would have had appropriate defense means against the Third Party Claim
                                         which, if used, would have resulted in a more favorable outcome to the claim, the Seller
                                         shall be relieved from the obligation to bear any costs or any liabilities determined
                                         as such by a court or administrative body in excess of the amount payable under the more
                                         favorable outcome in relation to said Third Party Claim.




    21


     


    


		12.12.4	In
                                         the event of a Warranty Claim or a Specific Indemnity, the Buyer shall, until the earlier
                                         of such time as the Seller shall give any notice as contemplated by paragraph 12.12.2
                                         (ii) and such time as any final compromise, agreement, expert determination or non-appealable
                                         decision of a court or tribunal of competent jurisdiction is made in respect of the Third
                                         Party Claim or the Third Party Claim is otherwise finally disposed of:



 


		(i)	procure
                                         that the relevant Target consults with the Seller, and takes account of the requirements
                                         of the Seller, in relation to the conduct of any dispute, defense, compromise or appeal
                                         of the Third Party Claim;



 


		(ii)	keep,
                                         or procure that the relevant Target keeps, the Seller promptly informed of the progress
                                         of the Third Party Claim and provide, or procure that the relevant Target provides, the
                                         Seller with copies of all relevant documents and such other information in the Buyer’s
                                         or the relevant Target’s possession as may be requested by the Seller; and



 


		(iii)	procure
                                         that the relevant Target shall not cease to defend the Third Party Claim or make any
                                         admission of liability, agreement or compromise in relation to the Third Party Claim
                                         without the prior written consent of the Seller.



 


		12.12.5	In
                                         the event that following Closing non-routine investigations or audits are performed or
                                         envisaged to be performed by the Tax Public Authorities with regard to the Targets, in
                                         connection to any and all declarations, returns, reports, statements or any kind of information
                                         for the period up to the Closing Date, the Buyer shall inform promptly the Seller about
                                         the envisaged commencement of these Tax audits or investigations not later than five
                                         (5) Business Days from the moment the relevant Target is notified in writing of this.
                                         To the extent permitted by law, the Buyer undertakes to accept Seller’s representatives
                                         to be present during such investigations or audits in order to provide any assistance
                                         to and explanations required by the relevant authorities and to assess any liability
                                         arising out of any form of possible Taxation (directly or indirectly), that shall be
                                         established, calculated by the Tax Public Authorities and owed by the relevant Target
                                         following such audit or investigations. However, the Parties acknowledge that the provisions
                                         of this Clause 12.1211.6 shall not apply to Tax related Claims, in which case the Buyer
                                         and/ or the Company shall always assume the defense.



 


		12.13	Mitigation



 


The
Buyer shall procure that all reasonable necessary steps are taken and all reasonable assistance is given to avoid or mitigate
any Losses which in the absence of mitigation might give rise to a liability in respect of any Warranty Claim or Specific Indemnity
under this Agreement.


 


Nothing
in this Agreement shall be deemed to relieve the Buyer from any duty to mitigate any Loss or damage incurred by it as a result
of any of Seller’s Representations and Warranties being untrue or misleading.


 


		12.14	Tax
                                         benefit



 


The
amount of any liability of the Seller to the Buyer pursuant to this Agreement shall be reduced by any amount equal to the Tax
benefit which the Buyer and/or any of the Targets directly have enjoyed in relation to the matter which is the subject of the
Warranty Claim and/or Specific Indemnity Claim.



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		12.15	On
sales



 


The
Seller shall have no liability in respect of any Warranty Claim or Specific Indemnity Claim arising out of a matter or circumstance
affecting any of the Targets if the notice given under this Clause 12 in relation to the relevant matter or circumstance is given
at a time when the relevant Target has ceased to be owned by the Buyer or any Affiliate or company within Buyer’s Group.


 


		13	TERMINATION
                                         OF THE AGREEMENT



 


		13.1	This
Agreement may be terminated in accordance with Clauses 6.2.8, 6.2.9and 8.1.1 or by mutual consent of the Parties.



 


		13.2	In
                                         the event that Closing does not occur for reasons attributable solely to the Buyer, respectively
                                         if the Buyer unduly withdraws from the transaction by not showing up at Closing and fulfilling
                                         its obligations at and in view of the Closing despite having been requested by the Seller
                                         to do so and all Conditions Precedent being fulfilled, then the Buyer shall pay to the
                                         Seller a break-up penalty amounting to EUR 200,000 plus the reasonable expenses incurred
                                         by the Seller with legal, tax and financial advisers as well as any other specialists
                                         contracted for the purpose of the Transaction. This clause shall be considered penalty
                                         clause (in Romanian ‘‘clauza penala’’) in accordance with
                                         the Romanian Civil Code, the Seller having no obligation to prove any damage for the
                                         payment of this penalty and the amount being mandatory to be paid within maximum fifteen
                                         (15) calendar days from Seller’s notification to the Buyer in this respect, without
                                         any other formality or court intervention.



 


		13.3	Without
                                         prejudice to Clause 13.2, upon termination of this Agreement, the Parties shall no longer
                                         have any liability or obligations towards the others in respect to the Transaction, except
                                         as necessary in order to revert any actions taken based on such until that time and except
                                         for liabilities deriving from fraud, willful misconduct or gross negligence.



 


		13.4	For
                                         the avoidance of doubt, the termination of this Agreement (whether in whole or in part
                                         and howsoever effected) shall be without prejudice to any accrued rights or obligations
                                         of the Parties up to the date of termination.



 


		14	GENERAL



 


		14.1	Whole
Agreement



 


This
Agreement, its schedules and other documents and certificates delivered pursuant to the terms hereof, set forth the entire agreement
and understanding of the Parties with respect to the subject matter contained herein and supersede all prior agreements, promises,
covenants, arrangements, communications, warranties, whether oral or written, by any officer, director, employee or representative
of either Party.



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		14.2	Assignment



 


Except
for a transfer by the Buyer to any of their respective Affiliates no Party may transfer or assign any of its rights or obligations
pursuant to this Agreement, unless duly agreed in writing in advance by the other Party. The Seller hereby grants its express
consent with respect to the transfer of this Agreement towards any Affiliate(s) of the Buyer subject to simple notice being sent
to the Seller.


 


		14.3	Waiver



 


The
Parties agree that:


 


		14.3.1	Except
                                         as expressly provided hereunder, no waiver of any right provided herein shall be effective
                                         unless the same is issued in writing, and such waiver shall be effective only with respect
                                         to the specific instance, for the purpose for which the same is given, and such waiver
                                         shall not operate as a waiver of any other provision of this Agreement or of any future
                                         application of the provision so waived.



 


		14.3.2	Except
                                         as specifically provided in this Agreement, no failure or delay by any of the Parties
                                         to exercise any right or privilege under this Agreement will operate as a waiver thereof.
                                         Unless the Parties expressly agree otherwise, no extension of time for the performance
                                         of any obligation or act hereunder shall be deemed to be an extension of time for the
                                         performance of any other obligation or act.



 


		14.3.3	Except
                                         otherwise agreed herein, no single or partial exercise of any right under this Agreement
                                         will preclude any other simultaneous or further exercise thereof or the exercise of any
                                         other right by the respective Party hereunder.



 


		14.4	Further
Assurance



 


Each
of the Seller and the Buyer shall perform (or procure the performance of) all further acts and things, and execute and deliver
(or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably
required by the Parties to implement and give effect to this Agreement or as may be needed in order to revoke or reverse the publication
of the resolution taken by the sole shareholder of the Targets approving the sale of all the Shares towards the Buyer (referred
to in Sub-clause 6.1.5) in case the Closing does not occur in accordance with the provisions of this Agreement.


 


		14.5	Variation



 


No
amendment of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing
and signed by or on behalf of each of the parties to it, except for unilateral documents issued according to this Agreement which
may not be amended without the consent of the other benefitting Parties.



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		14.6	Severability



 


Each
of the provisions of this Agreement is severable. If any provision is held to be or becomes invalid or unenforceable in any respect
under the laws of any jurisdiction it shall have no effect in that respect and the Parties shall use all reasonable endeavors
to replace it by a valid and enforceable substitute provision the effect of which is as close to the intended effect as possible.


 


		14.7	Governing
                                         Law and Jurisdiction



 


		14.7.1	This
                                         Agreement shall be governed by, and construed in accordance with the laws of Romania.



 


		14.7.2	Any
                                         disputes arising under, from or in relation to this Agreement shall be settled by a Romanian
                                         competent court of law seated in Bucharest.



 


		14.8	Fees
and Expenses



 


Each
Party shall bear its own fees, costs and expenses due to the preparation, negotiation, execution and closing hereof, including,
but not limited to, all fees and expenses related to any agents, representatives, attorneys-in-fact, accountants, mediators, investment
banks and other advisers.


 


		14.9	Specific
Performance



 


Except
as otherwise provided herein, the Parties agree that damages may not be an adequate remedy for the Buyer with respect to any breach
by the Seller of their respective obligations hereunder and accordingly that specific performance shall be available as a remedy
to the Buyer in the event of default or breach of this Agreement by the Seller.


 


		15	CONFIDENTIAL
                                         INFORMATION



 


		15.1	As
                                         used in this Agreement, “Party Confidential Information” shall mean
                                         and encompass all information and data that are entrepreneurs’ confidential information
                                         including technical, commercial, financial, legal or any other nature and information
                                         about strategy or idea that is already implemented or shall be implemented in the future
                                         whether written or oral. In addition, “Transaction Confidential Information”
                                         shall mean the terms and conditions of this Agreement and any ancillary documents and/or
                                         information regarding the Transactions (shared/common ownership by the Parties). Party
                                         Confidential Information and Transaction Confidential Information are herein referred
                                         to together as “Confidential Information”.



 


		15.2	A
Party shall not disclose to anyone any Confidential Information belonging to the other Party or shared by the Parties, without
the prior written consent of the other Party provided, however, that subject to Clause 15.3 below, the Confidential Information
may be disclosed without such prior written consent (i) to members of its corporate bodies, representatives, employees, as well
as legal and financial advisors or proxies to the extent they require knowledge thereof for the purposes of due and proper fulfillment
of their respective duties, or (ii) as required by Applicable law or pursuant to any request by a Authority. It is understood
that such members of the corporate bodies, representatives, employees and legal and financial advisors or proxies shall be informed
by the relevant Party of the confidential nature of such information and shall be obligated to treat such information as confidential.
A Party shall be liable for any breach of confidentiality by members of its corporate bodies, representatives, employees and legal
and financial professional advisors or proxies.




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		15.3	Information
                                         that (i) is or becomes available in the public domain through no fault of the Party;
                                         or (ii) is not acquired by the Party from sources in breach of an obligation of confidentiality,
                                         shall not be deemed the Confidential Information.



 


		15.4	In
the event that a Party is obligated to disclose all or a piece of the Confidential Information pursuant to the mandatory provisions
of law to the entitled authorities, such Party agrees to (i) immediately notify the other Party of the existence, terms and circumstances
surrounding such obligation, to the extent permitted by law (ii) consult with the other Party on the advisability of taking legally
available steps to resist or narrow such obligation, and (iii) if disclosure of such Confidential Information is required or deemed
advisable, at request of the other Party, exercise its best efforts to obtain a reliable assurance that confidential treatment
will be accorded to the Confidential Information to be disclosed, as aforesaid. Disclosure of all or a piece of the Confidential
Information pursuant to the provisions of this section shall not be deemed as a breach of this Agreement.



 


		15.5	Any
public announcements or statements regarding the negotiations in connection with the purposes specified in this Agreement shall
be made either: (i) jointly by the Buyer and the Seller or (ii) in case of announcements or statements to be made by one of the
Parties, upon prior written consent of the Buyer and the Seller; such consent shall not be unreasonably withheld.



 


		15.6	Without
prejudice to the right of the Seller and its Affiliates to continue to have access and use the Confidential Information regarding
the Targets that are in its possession as of the Closing Date to the extent imposed in accordance with the Applicable Law and
their internal regulations and procedures, the Parties acknowledge that the Confidential Information pertaining to the Targets
shall constitute Confidential Information belonging to the Buyer following Closing and to the Seller prior to Closing.



 


		15.7	The
obligations of the Parties under this Clause 15 expire after the lapse of 3 (three) years from the Closing Date.




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		16	NOTICES.
                                         PROCEDURAL ASPECTS



 


		16.1	All
                                         notifications and communications addressed to any Party shall be made in writing in English
                                         language and will be either: (i) personally delivered, (ii) transmitted by facsimile
                                         or email, (iii) transmitted by registered mail, or (iv) transmitted by courier, to the
                                         addresses specified hereunder or to another address beforehand indicated in compliance
                                         with the provisions set out in this Clause.



 


	

        name:
        Alternus Energy Group Plc

        address: Suite
        11, Plaza 212, Blanchardstown Corporate Park 2, Blanchardstown, Dublin 15

        fax: 

        email:
        td@alternusenergy.com

        Attention
        of:  Taliesin Durant
	

        name: Renesola
        Austria

        address: Renesola
        Engineering International GmbH Bayerngasse 1/1-3, 1030 Vienna

        fax: 

        email:
        dawid.badaczewski@renesola.at

        Attention
        of: Dawid Badaczewski



 


or
to such other addresses and/or numbers as a party may by notice to the other party expressly substitute; and


 


		16.2	Notifications
                                         will be considered received by the Party to which they are addressed: (i) on the day
                                         of delivery, if the notification was personally delivered or by courier or (ii) on the
                                         date of the email or fax transmission if transmitted until 18.00 (EET) or on the next
                                         Business Day if transmitted after 18.00 (EET), with confirmation of transmission by the
                                         transmitting equipment – in the case of transmissions by fax or email or (iii)
                                         when the receipt confirmation is signed – for registered mail transmissions.



 


		17	LEGAL
                                         ADVICE



 


Each
Party to this Agreement confirms it has received independent legal advice relating to all the matters provided for in this Agreement,
including the provisions of this Clause and it has negotiated, understands and agrees to its rights and obligations under this
Agreement, and more specifically the Clauses regarding (a) limitation of liability, including those stipulated under Clauses 10.1,
and Clause 12 and the provisions of Schedules 3 and 4 hereto, (b) termination of this Agreement, including under Clause6.2.8,
6.2.9, 8.1.1, 13, (c) purchase price and payments including under Clauses 3 and 8.1, (d) loss of rights or loss of the benefit
of any term including under Clause 12 and Clause 10, (e) limitation of the right to invoke any exceptions including under Clauses
14.3, (f) choice of applicable law and dispute resolution including under Clause 14.7. This Agreement is the result of the negotiation
of the Parties and no rule construing ambiguities against a drafting party shall apply.


 


		18	NEGOTIATIONS
                                         AND ACCEPTANCE



 


		18.1	The
Parties hereby confirm that:



 


		(a)	they
                                         have reviewed and understood the provisions of this Agreement and other Transaction Documents
                                         and they agree with the terms thereof;



 


		(b)	they
                                         have independently decided to enter into this Agreement, on the basis of their own assessment
                                         or, where it has considered necessary, based on the legal, financial or technical expertise
                                         of external independent consultants selected by it;




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		(c)	they
                                         are capable of understanding (each by itself or assisted by any consultants that it has
                                         considered necessary) and understand and accept the contents of all the (internal and
                                         external) Clauses and all the rights and obligations it undertakes through this Agreement;



 


		(d)	each
                                         Clause of this Agreement has been negotiated by or on behalf of the Parties (for the
                                         purpose of this Clause “negotiation” meaning both the exchange of proposals
                                         between parties which has resulted in a final agreement in relation to certain clauses,
                                         and the unconditional acceptance by a party of the Clauses proposed by the other party);
                                         the Parties explicitly represent that they understand and accept each and all unusual
                                         standard Clauses according to Article 1203 of the Civil Code from this agreement; and



 


		(e)	for
                                         the purpose of Article 1202 and Article 1203 of the Civil Code, the Parties expressly
                                         accept and acknowledge each and all Clauses of this Agreement, including, without limitation,
                                         the Clauses referred to in Clause 17.



 


		18.2	Each
                                         Party hereby assumes the risk of change of the circumstances under which this Agreement
                                         is entered into, in accordance with Article 1,271 para. 3 lett. (c) of the Civil Code,
                                         and hereby waive any right to raise defenses based on hardship (in Romanian: impreviziune).



 


This
Agreement has been negotiated in the English language and may be executed in any number of counterparts, each of which will be
an original as regards any party whose signature appears thereon and all of which together will constitute one and the same instrument.
This Agreement will become binding when one or more counterparts hereof, individually or taken together will bear the signature
of all parties hereto.


 


List
of Schedules 


 


Schedule
no. 1.1 – Definitions


Schedule
no. 1.2 – Interpretation


Schedule
no. 2 – Conduct between Signing and Closing


Schedule
no. 3 – Seller’s Representations and Warranties


Schedule
no. 4 – Buyers’ Representations and Warranties


Schedule
no. 5 - Closing Acknowledgment


Schedule
no. 6 – Short Form Transfer Agreement


Schedule
no. 7 – Disclosure Letter


Schedule
no. 8.1 – Permitted Leakage


Schedule
no. 8.2 –Leakage


Schedule
no. 9 - Data Room Index


Schedule
no 10 – Shares and Assets Encumbrances


 


This
Agreement is signed on 22 December 2020 by duly authorized representatives of the Parties.


 


[Execution
page follows]




    28


     


    


SIGNATORIES


 


Seller:


Renesola
New Energy S.A.R.L. 


 


 






Name: KE
CHEN


Position:
Director


  


Buyer


Solis
Bond Company Designated Activity Company 


 


 






Name: Vincent
Browne


Position:
Director 


 


Guarantor


Alternus
Energy Group Plc 


 


 






Name:
Vincent Browne


Position:
Director




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