Exhibit 4.66


 


To:


 


SPI Renewables Energy (Luxemburg) Private Limited Company
S.à  r.1.


 


6, Rue Eugene Ruppert


L-2453 Luxembourg


Grand Duchy of Luxembourg


 


23 September, 2019


 


Re:          sale
and purchase agreement proposal


 


Dear Sirs,


 


Following our previous discussions, please find below our sale
and purchase agreement proposal. Please confirm that the below proposal correctly sets forth the terms of our agreement by reproducing


 


our proposal in a separate document duly signed by
an authorized signatory, initialized on each page.


 


Kind regards,


 


Theia Investments (Italy) S.r.l.


 


 


/s/ David Lindsay


 


Name: David Lindsay

Title: Director


 


 


 






    	 	1	 



     


    

 


SALE AND PURCHASE AGREEMENT


 


BETWEEN


 


	(1)	SPI Renewables Energy (Luxemburg) Private Limited Company S.à  r.l., a company incorporated
    under the laws of Luxembourg, having its registered offices at 6, Rue Eugene Ruppert, L-2453 Luxembourg, registered with the
    Companies' Register of Luxembourg under no. 8156036, tax number 20102434979 ("SPI Renewables or the "Seller""),
    represented by Cheong Hoong Khoeng, in his capacity as Manager A and Universal Management Services Sà r.l. in their capacity
    as Manager B;




 


on one side


 


AND


 


	(2)	Theia Investments (Italy) S.r.l., a company incorporated under the laws of Italy, having its registered offices
    at Via Giovanni Boccaccio 7, 20123 Milano, registered with the Companies' Register of Milano Monza Brianza Lodi under no.
    MI-2551617, tax and VAT code 10711700962 (the "Purchaser"), represented by Mr. David Lindsay, in his capacity
    as Director;




 


–          on
the other side


 


(the Seller and the Purchaser are individually referred to
as a "Party" and, collectively, the "Parties").


 


WHEREAS:


 


	(A)	The Purchaser is a company active in the renewable energy business and it intends to invest in photovoltaic plants in Italy.




 


	(B)	The Seller is also active in the renewable energy business and owns 100% - par value Euro10,000.00 - of the corporate capital
of Sun Roof II S.r.l., (the "Quota") a company incorporated under the laws of Italy, having its registered offices at
viale Gran Sasso no. 11, 20131, Milano, registered with the Companies' Register of Milano Monza Brianza Lodi under no. MI-1965194,
tax and VAT code 07531620966 (the "SPV").




 


	(C)	The SPV owns three operating flat rooftop photovoltaic plants located in the Municipality of Sassari, Sardinia Region, Italy,
whose aggregate installed capacity is approximately equal to 1.848 MWp:




 


(a)         
Sassari 1 plant, having an installed capacity equal to 779.73 kWp;


 


(b)        
Sassari 2 plant, having an installed capacity equal to 764.92 kWp; and


 


(c)         
Sassari 3 plant, having an installed capacity equal to 286.23 kWp,


 


(jointly, the "Plants"
and each the "Plant", whose term shall be deemed inclusive of the relevant connection infrastructures).


 


	(D)	On 9 September 2019, the non-interest-bearing receivable, equal to the fixed amount of Euro 1,042,166.25, due by the SPV to ET
Solar Energy Limited, the former titleholder of the said receivable, was assigned by ET Solar Energy Limited to SPI Orange Power
(HK) Limited, a company incorporated under the laws of Hong Kong, having its registered office in RM2202 Beautiful Group Tower,
74-77 Connaught Road, Central, Hong Kong, registered with the commercial register of Hong Kong under No 66375213 ("SPI Orange
Power"). Such assignment was accepted by the SPV according to Italian law.




 


 


 






    	 	2	 



     


    

 


		(E)	The Purchaser has conducted (also by means of its advisors) a technical, legal and tax due diligence on the SPV and the Plants,
through the review of the information and documents having been made available to the Purchaser by the Seller (the "Due Diligence").



 


		(F)	In accordance with the terms and subject to the conditions set forth under this Agreement: i) the Purchaser intends to purchase
the Quota from the Seller and; ii) the Seller intends to transfer the Quota to the Purchaser.



 


		(G)	Moreover, in accordance with the terms hereof: 1) the Purchaser intends to purchase from the Seller the Shareholder Receivables
(as defined below) and; ii) the Seller intends to transfer to the Purchaser the Shareholder Receivables.



 


NOW, THEREFORE, on the basis of the foregoing, it is hereby
agreed as follows:


 


	1.	RECITALS AND SCHEDULES




 


The above Recitals and the
Schedules attached hereto constitute an integral and substantial part of this Agreement.


 


	2.	DEFINITIONS AND INTERPRETATIVE RULES




 


	2.1	Definitions




 


In addition to any other
term defined elsewhere in this Agreement, the following terms shall have, for the purposes of this Agreement, the meanings set
forth below unless the context clearly requires otherwise:


 


	 	2.1.1	"Accounting Principles" shall mean the principles provided by the ICC in respect of the preparation of
    financial statements (bilanci di eserci:io), as interpreted in accordance with the accounting principles issued by
    the Consiglio Nationale dei Dottori Conunercialisti e degli Esperti Corttabili and the Organism° Italiano di
    Contabilita;
	 	 	 
	 	2.1.2	"Affiliate" shall mean, in relation to any Party, any subsidiary company
    or parent company of such Party and any subsidiary company of any such parent company, in each case from time to time;
	 	 	 
	 	2.1.3	"Agreement" shall mean this quota sale and purchase agreement, including
    its Recitals and Schedules;
	 	 	 
	 	2.1.4	"Applicable Laws and Regulations" shall mean all supra-national, national,
    regional and local laws, acts, ordinances, orders, decrees, injunctions, rules, regulations, permits, licenses, authorizations,
    as well as directions and requirements of any authorities, including tax authorities, having jurisdiction over the SPV and/or
    the Plants (including the GSE, ARERA and the Grid Operator);
	 	 	 
	 	2.1.5	"ARERA" shall mean Autorita di &golazione per Energia Reti e Ambiente; 2.1.6 "Basket"
    shall have the meaning set forth in Clause 8.1 b);
	 	 	 
	 	2.1.7	"Business Day" shall mean any calendar day (other than a Saturday or a Sunday)
    on which banking institutions are open for business in Milan, Italy;
	 	 	 
	 	2.1.8	"Cap" shall have the meaning set forth in Clause 8.2;
	 	 	 
	 	2.1.9	"Claim" shall have the meaning set forth in Clause 8.6.1;




 


 


 






    	 	3	 



     


    

 


	 	2.1.10	"Closing" shall mean the execution of the Transfer Deed and, in general,
    the execution and exchange of all documents and agreements and the performance and consummation of all obligations and transactions,
    respectively, required to be executed and exchanged and performed and consummated by the Parties on the Closing Date pursuant
    to this Agreement;
	 	 	 
	 	2.1.11	"Closing Date" shall mean the date on which the Transfer Deed is executed
    and Closing takes place;
	 	 	 
	 	2.1.12	"Damages" shall mean any actual loss (including losses of or shortfall in
    profits, earnings or revenues, and loss of opportunities), damage, liability, write-off, writedown, shortfall, including for
    the avoidance of doubt any insussistenza dell'attivo, minusvalenza dell'attivo, sopravvenien:a passiva and plusvalenza
    passiva, dividends distribution restriction, costs or expenses of whatever nature (including out-of-pocket expenses, and
    accountants', consultants', experts' and attorney's fees);
	 	 	 
	 	2.1.13	"Date of Execution" shall mean the date hereof;
	 	 	 
	 	2.1.14	"Due Diligence" shall have the meaning set forth in Recital (E);
	 	 	 
	 	2.1.15	"Encumbrance" shall mean any security interest, pledge, mortgage, easement,
    lien, charge, encumbrance or restriction on the use, voting or transfer, usufruct, security or enjoyment right (diritto
    di garctnzia o di godimento), sequestration, deed of trust, assignment, freeze, privilege, expropriation, seizure, attachment,
    claim, opposition, covenant, obligation (including proper rem), burden, limitation, restriction, reservation of title,
    option, right of first refusal, right of pre-emption, right of set off, right to acquire, other similar restriction or any
    other third-party right or interest, statutory or otherwise, of any kind or nature whatsoever, however created or arising,
    or any agreement to create any of the foregoing or any written claim by a third party for the granting of any of the foregoing;
	 	 	 
	 	2.1.16	"Grid Operator" shall mean Enel Distribuzione S.p.A., Terna S.p.A. and/or
    any other network provider on the site where the Plants have been constructed and connected to the grid;
	 	 	 
	 	2.1.17	"GSE" shall mean Gestore dei Servizi Energetici S.p.A.;
	 	 	 
	 	2.1.18	"ICC" shall mean the Italian Civil Code;
	 	 	 
	 	2.1.19	"Leakages" shall mean, with respect to the SPV, any indebtedness or liability
    different from those indicated in the Reference Financial Statement and/or any payment (other than payments made by the SPV
    in favor of its relevant counterparties according to the Project Contracts and/or expressly authorised by the Purchaser) and/or
    any cash extraction made following the Reference Date (excluded) other than payments made in the ordinary course of business
    and required by Applicable Laws and Regulations. For the sake of clarity, any repayment of the Shareholder Loan Receivables
    will not be considered, for the purposes of this definition, as a payment made in the ordinary course of business;
	 	 	 
	 	2.1.20	"Nominee" shall have the same meaning set forth in Clause 12.2;
	 	 	 
	 	2.1.21	"Notice of Claim" shall have the meaning set forth in Clause 8.6.1;
	 	 	 
	 	2.1.22	"Parties" shall have the meaning set forth in the preamble of this Agreement;




 


 


 


 






    	 	4	 



     


    

 


	 	2.1.23	"Permits" shall mean, in respect of the Plants and the SPV, each and all
    the authorizations, consents, approvals, nihil obstat, ways of leave, permits, licenses, certificates, environmental assessments,
    agreements, however named, as required pursuant to the Applicable Laws and Regulations for the construction, connection to
    the grid, exploitation, operation of such Plants and enjoyment of the Tariff (including any written prescription from any
    authority, however involved in the authorization procedure) and any attachment thereto as well as any requests or applications
    to obtain any of such authorizations, consents, approvals, nihil obstat, ways of leave, permits, licenses, certificates,
    environmental assessments, agreements; for the sake of clarity, the term "Permits" also includes any permit required
    for the interconnection facilities and all rights and proceedings related to the connection of the Plants to the grid, including
    the sohcione tecnica minima generale and the soluzione tecnica minima di dettaglio, the regolamento di esercizio,
    the connection agreement and any other rights or title necessary to carry out all works and infrastructures required for
    the (i) construction of the Plants' evacuation line, and (ii) connection of the Plants' evacuation line to the grid connection
    point.
	 	 	 
	 	2.1.24	"Person" shall mean any natural person, company, firm, partnership, joint-venture,
    corporation, association, government or political subdivision, agency or institution of a government, or any other organization
    or entity;
	 	 	 
	 	2.1.25	"Plant" shall have the meaning set forth in Recital (C);
	 	 	 
	 	2.1.26	"Project Contracts" shall have the meaning set forth in Clause 6.7.1;
	 	 	 
	 	2.1.27	"Purchase Price" shall have the meaning set forth in Clause 4.1;
	 	 	 
	 	2.1.28	"Purchaser" shall have the meaning set forth in the preamble of this Agreement;
	 	 	 
	 	2.1.29	"Quota" shall have the meaning set forth in Recital (B);
	 	 	 
	 	2.1.30	"Quota Purchase Price" shall have the meaning set forth in Clause 4.1.2;
	 	 	 
	 	2.1.31	"Real Estate" shall mean, in respect of the Plants and the SPV, the building
    and the roof (lastrico solar e) on which such Plants stands (including the facilities necessary for the construction
    and operation of the aforesaid Plants (including cabling, access roads and substations)), as indicated on the layout and the
    project of the Plants as duly and finally authorised according to the Permits and the Applicable Laws and Regulations;
	 	 	 
	 	2.1.32	"Real Estate Contracts" shall mean the contracts executed by the SPV in order
    to have title over the relevant Real Estate;
	 	 	 
	 	2.1.33	"Reference Date" shall mean December 31', 2018;
	 	 	 
	 	2.1.34	"Reference Financial Statement" shall mean the financial statement of the
    SPV as of the Reference Date, attached hereto as Schedule 2.1.34;
	 	 	 
	 	2.1.35	"Seller" shall have the meaning set forth in the preamble of this Agreement; 2.1.36 "Seller's Consent"
shall have the meaning set forth in Clause 8.7.1 (a); 2.1.37 "Seller's Objection" shall have the meaning set forth in
Clause 8.7.1 (a);
	 	 	 
	 	2.1.38	"Shareholder Advance Receivables" shall mean the no-interest bearing receivables
    of the Seller vis-à-vis the SPV, equal to Euro 3,500.00;




 


 


 






    	 	5	 



     


    

 


	 	2.1.39	"Shareholder Advance Receivables Price" shall have the meaning set forth
    in Clause 4.1.2;
	 	 	 
	 	2.1.40	"Shareholder Loan Agreement" shall mean the shareholder loan agreement, effective
    from 1 January 2014 and with maturity date 31 December 2023, bearing an interest rate of 6.5% per annum, executed by the SPV;
	 	 	 
	 	2.1.41	"Shareholder Loan Receivables" shall mean the receivables (including any
    interests accrued thereon as of the Closing Date) of the Seller vis-a-vis the SPV, as arising out of the Shareholder Loan
    Agreement and outstanding as of the Closing Date, deducted an amount equal to Euro 323,063.94 that will be waived by the SPV
    prior or on the Closing Date;
	 	 	 
	 	2.1.42	"Shareholder Loan Receivables Price" shall have the meaning set forth in
    Clause 4.1.1;
	 	 	 
	 	2.1.43	"Shareholder Receivables" shall mean jointly the Shareholder Advance Receivables
    and the Shareholder Loan Receivables;
	 	 	 
	 	2.1.44	"Shareholder Receivables Price" shall mean jointly the Shareholder Advance
    Receivables Price and the Shareholder Loan Receivable Price;
	 	 	 
	 	2.1.45	"SPI Renewables" shall have the meaning set forth in the preamble of this
    Agreement;
	 	 	 
	 	2.1.46	"SPI Orange Power" shall have the meaning set forth in Recital (D) of this
    Agreement;
	 	 	 
	 	2.1.47	"SPI Orange Power Receivable" shall mean the no-interest bearing receivable
    of SPI Orange Power vis-a-vis the SPV, equal to Euro 1,042,166.25;
	 	 	 
	 	2.1.48	"SPV" shall have the meaning set forth in Recital (B);
	 	 	 
	 	2.1.49	"Tariff" shall mean the incentive tariff (tai iffa incentivante) granted
    by the GSE to the SPV in connection with the Plants, in accordance with the applicable energy decree (Conto Energia);
	 	 	 
	 	2.1.50	"Taxes" shall mean any Italian state or local tax, including registration
    tax, cadastral tax, mortgage tax, stamp duties, corporate income tax ("IRES"), regional tax ("IRAP"),
    trade, wealth, value-added tax ("VAT'), sales, property or transfer tax, salary/wage tax, any other withholding
    tax, excise taxes, customs, duties, social security contributions or any other tax, as well as any tax and social security
    contributions, within the meaning of any laws of foreign jurisdictions, wherever and whenever imposed, in each case together
    with any interest, penalty, fine, addition to tax or other ancillary duties or any other such charges within the meaning of
    any laws of foreign jurisdictions;
	 	 	 
	 	2.1.51	"Third Party Claim" shall have the meaning set forth in Clause 8.7.1;
	 	 	 
	 	2.1.52	"Third Party Claim's Notice" shall have the meaning set forth in Clause 8.7.1;
	 	 	 
	 

         
	2.1.53	"Transaction" shall have the meaning set forth in Clause 3;
	 	2.1.54	"Transfer Deed" shall mean the agreement which shall be executed for the
    sole purposes of article 2470 of the ICC on the Closing Date for the purposes of implementing this Agreement by transferring
    the Quota from the Seller to the Purchaser.




 


 


 



    	 	6	 



     


    




 


 


	2.2	Interpretative Rules




 


Unless otherwise expressly provided for in this Agreement,
for purposes of this Agreement:


 


		2.2.1	all terms used in the singular shall be deemed to include the plural, and vice versa, as
the context may require;
	 	 	 
	 	2.2.2	the word "including" and any variation thereof shall mean "including without limitation" and shall not be
construed to limit any general statement to the specific or similar items or matters following it;
	 	 	 
	 	2.2.3	the words "hereof', "herein", "hereto" and "hereunder" refer to this Agreement as a whole (including
the Recitals and the Schedules), and not to any subdivision of this Agreement;
	 	 	 
	 	2.2.4	when calculating the period of days before which, by which, or following which any act is to be done or any step is to
be taken pursuant to this Agreement, the day that is the reference date in calculating such period shall be excluded. If the last
day of such period is not a Business Day, the relevant period shall end on the next following Business Day. Unless otherwise expressly
provided for, any period of time expressed in months shall be calculated as provided for in article 2963, paragraphs 4 and 5 of
the ICC;
	 	 	 
	 	2.2.5	references to "Clauses", "Recitals" and "Schedules" are to the clauses, recitals and schedules of
this Agreement;
	 	 	 
	 	2.2.6	the division of this Agreement into Clauses and other subdivisions and the insertion of headings are for convenience of reference
only and shall not affect or be utilized in construing or interpreting this Agreement;
	 	 	 
	 	2.2.7	any reference to the knowledge, belief and/or awareness of the Seller, or similar phrases, or any similar expression or variation
thereof shall be interpreted as referring to the knowledge of a circumstance which the director(s) or the board of directors of
the Seller, or of the entity to which the relevant statement refers (or which holds the assets to which the relevant statement
refers), when making the statement, actually has or would have had if it had made due and careful inquiry as to the circumstance
which is the subject of the statement in accordance with directors' duties under the Applicable Laws and Regulations, including
the ICC;
	 	 	 
	 	2.2.8	the obligation of a Party to cause any other Person (including a corporate body of any such Person) to undertake or to do something,
or to procure that any other Person (including a corporate body of any such Person) undertake or do something, shall be construed
as a "promessa dell'obbligazione o del fatto del terzo" for the purpose of article 1381 of the ICC.




 


3. THE TRANSACTION


 


3.1 Sale and purchase of the Quota and of the Shareholder
Receivables


 


	 	3.1.1	In accordance with the terms and subject to the conditions set forth under this Agreement,
    on the Closing Date: (i) the Seller shall sell the Quota to the Purchaser and the Purchaser shall purchase the Quota from
    the Seller and pay to the latter the Quota Purchase Price; and (ii) the Seller shall sell the Shareholder Receivables to the
    Purchaser and the Purchaser shall purchase such Shareholder Receivables and pay to the Seller the Shareholder Receivables
    Price (the “Transaction”).




 


 


 






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		4.	PURCHASE PRICE, SHAREHOLDER LOAN
                                         RECEIVABLES PRICE AND RELEVANT PAYMENT TERMS



 


		4.1	Subject to the terms and conditions
                                         set forth in this Agreement, the aggregate consideration to be paid by the Purchaser
                                         for the purchase of the Quota and for the assignment of the Shareholders Receivables
                                         (including, for the sake of clarity, any interests accrued on the Shareholder Loan Receivables
                                         as of the Closing Date) shall be equal to Euro 2,495,078.81 (the "Purchase Price")
                                         and shall be composed of:



 


	 	4.1.1	The amount of the nominal value of the Shareholder Loan Receivables, equal to Euro 2,066,001.06 plus applicable interest accrued
as of the Closing Date, (the "Shareholder Loan Receivables Price") to be paid by the Purchaser to the Seller;
	 	 	 
	 	4.1.2	The amount of the nominal value of the Shareholder Advance Receivables, equal to the fixed amount of Euro 3,500.00 (the "Shareholder
Advance Receivables Price") to be paid by the Purchaser to the Seller;




 


	(Shareholders	Loan Receivables Price and Shareholder Advance Receivables Price jointly defined as "Shareholder Receivables Price").




 


	 	4.1.3	An amount equal to the Purchase Price minus the Shareholder Receivables Price as consideration for the Quota to be paid to the
Seller (the "Quota Purchase Price") as consideration for the transfer of the Quota;




 


		4.2	The Quota and the Shareholder Receivables shall be transferred free from any Encumbrance with all
rights, obligations, liabilities and entitlements relating thereto and enjoinment including dividends regardless of the date of
resolution, which shall be for the benefit of the Purchaser as of January 1st, 2019 (included). The Parties agree that (i) the
Purchaser Price has been calculated on the basis of the Reference Financial Statement and (ii) the amount of any Leakage, regarding
the SPV (that the Seller must notify to the Purchaser before the Closing) shall be deducted on a Euro per Euro basis from the Purchase
Price, unless such Leakage has been expressly authorised by the Purchaser according to Clause 5.2.2 in which case no deduction
shall be triggered.



 


	4.3	Payment terms




 


	 	4.3.1	Without prejudice to Clause 4.2, the Quota Purchase Price shall be paid by the Purchaser on the Closing Date upon execution of
the Transfer Deed by wire transfer of immediately available funds on the bank account of the Seller that will be indicated by
the Seller prior to Closing.
	 	 	 
	 	4.3.2	Without prejudice to Clause 4.2, the Shareholder Receivables Price shall be paid by the Purchaser on the Closing Date upon execution
of the relevant Shareholder Receivables deed of assignment by wire transfer of immediately available funds on the bank account
of the Seller that will be indicated by the Seller prior to Closing.
	 	 	 
	 	4.3,3	The payments mentioned in Clauses 4.3.1 and 4.3.2 of the Quota Purchase Price and of the Shareholder Receivables Price shall occur
simultaneously with the completion of all the other actions set forth in Clause 5.5.1.
	 	 	 
	 	4.3.4	The Purchase Price will be reduced by an amount corresponding to the costs incurred by the Purchaser for the repair and/or consolidation
of the roofs and the related structures,




 


 


 






    	 	8	 



     


    

 


	5.	CLOSING




 


	5.1	General




 


The Parties agree that the Quota
and the Shareholder Receivables shall be transferred by the Seller to the Purchaser at Closing.


 


	5.2	Interim Period




 


	 	5.2.1	The Seller shall procure that, from the Date of Execution until the Closing Date (both included), the SPV exercises its business
in the ordinary and usual course and in accordance with ordinary standards of due diligence, care and efficiency, and takes all
necessary steps to manage and exploits the Plants and maximises their production, in full compliance with the Applicable Laws
and Regulations and the Permits.
	 	 	 
	 	5.2.2	Unless expressly authorised in writing by the Purchaser within 5 Business Days from the Seller's written request - which authorization
shall not be unreasonably withheld from the Date of Execution to the Closing Date (both included), the Seller shall procure that
the SPV does not (and does not commit to):




 


		(a)	create, assume, any long-term debt for money borrowed;
	 	 	 
		(b)	hire any employee or personnel, not even on a temporary basis;
	 	 	 
		(c)	purchase, sell, transfer, encumber, lease (as lessor or lessee) license (as licensor or licensee)
or otherwise acquire or dispose of any tangible or intangible assets;
	 	 	 
		(d)	dispose of or transfer, or agree to dispose of or agree to transfer any business or part of any
business;
	 	 	 
		(e)	initiate, settle or waive any litigation, arbitration, prosecution or other legal proceedings;
	 	 	 
		(f)	terminate or amend (including through any waiver or by course of dealing) any of the Project Contracts,
without prejudice to Clause 5.5.1 (c) iv;
	 	 	 
		(g)	change their accounting methods, principles, practices or policies;
	 	 	 
		(h)	alter its memorandum or articles of association;
	 	 	 
		(i)	incur in any Leakage and/or make any payment not strictly related to the Plants normal operational
status, save for those payments necessary to comply with Applicable Laws and Regulations;
	 	 	 
		(j)	make dividend payment and/or shareholders loan repayment;
	 	 	 
		(k)	sign new contracts of whatever typology, save for those necessary for the
ordinary course of business.



 


	5.3	Conditions to the Closing




 


The Parties agree that there are no
conditions precedent to Closing.


 


	5.4	Date and Place of the Closing




 


The Closing shall be held
on the date agreed upon by the Purchaser and the Seller - which shall in any case fall within 15 Business Days of the Date of Execution
- before an Italian notary public to be designated by the Purchaser.


 


 


 


 






    	 	9	 



     


    

 


	5.5	Deliveries at Closing




 


	 	5.5.1	On the Closing Date, the Parties shall perform the following actions, which (regardless of their time sequence) shall be deemed
to occur simultaneously and to constitute one single transaction:




 


		(a)	the Seller and the Purchaser shall execute the Transfer Deed substantially
in the form attached hereto as Schedule 5.5.1 (a);



 


		(b)	the Seller and the Purchaser shall enter into an agreement (in the form
attached hereto as Schedule 5.5.1 (b) for the purposes of assigning from the Seller to the Purchaser: (i) the Shareholder Loan
Receivables - amounting to Euro 2,066,001.06 plus applicable interest accrued as of the Closing Date and; (ii) the Shareholder
Advance Receivables - amounting to Euro 3,500.00;



 


	 	(c)	the Seller shall:




 


		i.	procure that the sole director of the SPV resigns (and confirms in his written
resignations that he has no claim whatsoever vis-à-vis the SPV, and he shall waive any such claim, if any) through execution
of resignation letters drafted as attached hereto as Schedule 5.5.1 (c) i);



 


		ii.	cause, in relation to the SPV, a quotaholders' meeting to be validly held
to resolve upon (i) the acceptance of the resignation of the previous sole director, and (ii) the appointment of the new directors/sole
director to be designated by the Purchaser in lieu of the resigning one;



 


		iii.	deliver to the Purchaser the SPV's corporate and accounting books, as well
as all the original documentation related to the SPV and the Plants (including all the Permits), as well as each other document
and/or instrument that may be necessary for the purposes of vesting the Purchaser with the full and exclusive ownership of the
Quota and the Shareholder Loan Receivables;



 


		iv.	procure that the management agreement entered into on December 30th, 2014,
between CECEP Solar Energy Italy S.r.l. (former name of SPI Renewables Italy S.r.l.) and the SPV is terminated effective as of
the Closing Date without the SPV and/or the Purchaser being required to incur any liability whatsoever in connection with its termination,
and deliver a written statement by the legal representative of Renewables Italy Sri. whereby the latter declares to have no claim
vis-à-vis the SPV in connection with the aforesaid termination. It is understood among the Parties that the SPV shall remain
liable vis-à-vis SPI Renewables Italy S.r.l. for the payment of the fee/remuneration due by the SVP for the services provided
by SPI Renewables Italy S.r.l. from 1st January 2019 up to Closing Date according to the terms and conditions of the said management
agreement;



 


		v.	deliver to the Purchaser evidence of its irrevocable and unconditional renounce,
in writing, to a portion of receivables arising out of the Shareholder Loan Agreement equal to Euro 323,063.94.



 


 


 






    	 	10	 



     


    

 


(d)       the
Purchaser shall:


 


 


		i.	deliver to the Seller a letter in the form of Schedule 5.5.1 (d) i) attached hereto, in which the
Purchaser: (i) waives unconditionally any claims (if any) which it may have against the resigning sole director, in respect of
his conduct up to the Closing Date, based on article 2476, paragraph 7, of the ICC, except in case of gross negligence ("colpa
grave") and wilful misconduct ("dolo"); (ii) undertakes not to vote or promote and to cause the Company
neither to vote nor to promote, respectively, any liability action against the resigning sole director in respect of his conduct
up to the Closing Date pursuant to article 2476 of the ICC, except in case of gross negligence ("colpa grave') and
wilful misconduct ("do/a"); (iii) undertakes to indemnify the resigning sole director (except in case of gross
negligence ("colpa grave") and wilful misconduct ("dolo") against any claim or action promoted,
by any of its Affiliates which shall acquire any shareholding in the Company after the Closing, connected to the claims or actions
mentioned in numbers (i) and (ii) above;



 


		ii.	pay the Quota Purchase Price to the Seller by wire transfer in immediately available funds onto
the bank account that will be indicated by the Seller prior to Closing;



 


		iii.	pay to the Seller the Shareholder Receivables Price, by wire transfer in immediately available
funds to the bank account which shall be communicated in writing by the Seller to the Purchaser prior to Closing;



 


		iv.	enter (as accollante), together with the SPV (as accollato) into a an assumption
of debt agreement (contralto di accollo) in the form of Schedule 5.5.1 (d) iv), whereby pursuant to Articles 1273 of the
ICC: i) the Purchaser accepts to pay in full the SPI Orange Power Receivable amounting to Euro 1,042,166.25 - in favour of SPI
Orange Power; ii) the Purchaser, simultaneously with the execution of such assumption of debt agreement, shall pay to SPI Orange
Power the SPI Orange Power Receivable, by wire transfer in immediately available funds to the bank account which shall be communicated
by SPI Orange Power to the Purchaser before Closing; iii) SPI Orange Power shall accept such agreement with releasing effects (effetti
libel ator° vis-à-vis the SPV.



 


	(e)	the Parties shall:




 


		i.	immediately after the execution and the authentication of the Transfer Deed,
cause the notary public to file the Transfer Deed with the competent companies' register, pursuant to article 2470, paragraph 2,
of the ICC;



 


		ii.	cause the SPV to execute a statement pursuant to Article 1264 of the ICC
by means of which the said SPV shall provide its acceptance to the transfer of the Shareholders Receivables.



 


	 	5.5.2	The Parties mutually acknowledge and agree that the actions and transactions constituting the Closing pursuant to Clause 5.5.1
shall be regarded as one single transaction, so that, at the option of the Party having interest in the performance of the relevant
specific action or transaction, no action or transaction constituting the Closing shall be deemed to have taken place
if and until all other actions and transactions referred above shall have been properly taken or performed. This shall be without
prejudice to the right of the non-defaulting Party to take any action in respect of the non-performance by the defaulting Party




 


 


 






    	 	11	 



     


    

 


 


	 	5.5.3	No document executed or activity carried out on the Closing Date shall have the effect of amending, superseding, affecting or
novating any provision of this Agreement, which shall survive and continue to be binding upon the Parties in accordance with their
terms.




 


	6.	REPRESENTATIONS AND WARRANTIES BY THE SELLER




 


	6.1	General




 


	 	6.1.1	The representations and warranties given by the Seller hereunder are true, complete, correct, accurate and not misleading as of
the Date of Execution and shall be true,complete, correct, accurate and not misleading as of the Closing Date.
	 	 	 
	 	6.1.2	The Parties acknowledge and agree that the representations and warranties given, and the relevant indemnification obligation undertaken,
by the Seller are autonomous warranties and indemnification obligations of the Seller and, accordingly, (i) the provisions of
articles 1490 through 1495 and 1497 of the ICC shall not apply thereto, and (ii) indemnifications payable by the Seller shall
be due irrespective of whether the Seller will be found to be or have been in bad faith or negligent.
	 	 	 
	 	6.1.3	The Seller hereby acknowledges and agrees that the rights and remedies of the Purchaser under this Agreement shall not
be excluded, reduced or otherwise affected by any investigation (including any Due Diligence review) conducted or that will be
conducted by or on behalf of the Purchaser or by any information which the Purchaser and/or its relevant advisors may have received
on or before the Closing Date.




 


	6.2	Incorporation, good standing, authority of the Seller




 


6.2.1 SPI
Renewables is a company duly incorporated and organized, validly existing and in good standing under the laws of Luxembourg,


 


	6.2.2	Green Equity is a company duly incorporated and organized, validly existing and in good standing under the laws of Luxembourg.




 


	6.2.3	The Seller, and any of its signatories hereunder, have full legal right, power, capacity and the authority to enter into
this Agreement and the other documents to be executed pursuant to this Agreement and to perform and consummate the Transaction
and to fulfil all obligations and duties contemplated herein.




 


	6.2.4	The performance of this Agreement and of the Transaction does not (i) violate the Seller's by-laws or its other constitutional
document, or (ii) constitute a breach by the Seller of any contract or other commitment undertaken by the Seller, or (iii) will
result in the creation or imposition of any Encumbrance on the Quota and/or the Shareholder Loan Receivables, or (iv) jeopardize
the Seller's creditors.




 


	6.3	SPV capital, Quota




 


	 	6.3.1	The Quota represents 100% of the share capital of the SPV. The Quota is fully subscribed, entirely paid up and owned by the Seller,
with good and valid title thereto. The Quota and the Shareholder Receivables are free of any Encumbrance and can be freely transferred
to the Purchaser in accordance with the terms and conditions set forth under this Agreement.




 


 


 






    	 	12	 



     


    

 


	 	6.3.2	No Person (other than the Seller) has any right whatsoever to participate directly or indirectly in the assets or profits of the
SPV. There are no resolutions authorising any capital increase of the SPV or which may somehow amend or alter the by-laws of the
SPV.
	 	 	 
	 	6.3.3	Following completion of the activities due by the Parties on the Closing Date, the Purchaser will acquire full, valid and unchallengeable
title to, and become the sole, legitimate, exclusive and registered owner of the Quota and the Shareholder Loan Receivables, both
free and clear of any Encumbrance.
	 	 	 
	 	6.3.4	All the filings, application and fulfilments in order to avoid the unlimited liability pursuant to article 2462 of the ICC have
been performed.
	 	 	 
	 	6.3.5	The acquisition of the Plants by the SPV and/or of the SPV by the Seller from any of its predecessor in title (if any) is not
subject to being declared null and void, annulled, rescinded, terminated or revoked for any reason whatsoever, including in the
event of insolvency of any of such predecessor in title. To the Seller's knowledge, the consideration for the acquisition of the
Plants, the Permits and SPV from all the relevant predecessors in title, regardless of the technicalities pursuant to which the
relevant acquisition took place, was determined in accordance with market values and has been paid in full so that no such predecessors
in title may make any claims against the SPV and/or the Purchaser in connection with the Transaction.




 


	6.4	Organization and compliance with Applicable Laws and Regulations




 


	 	6.4.1	The SPV is a limited liability company (society a responsabilita limitata), duly incorporated and organized and validly
existing and in good standing under Italian law.
	 	 	 
	 	6.4.2	The SPV has always complied with its by-laws and any other constitutional document and none of the activities, agreements, commitments,
obligations or rights of the SPV are in breach of its by-laws or otherwise unauthorized.
	 	 	 
	 	6.4.3	The SPV is currently managed in the ordinary course of business, in compliance with the obligations undertaken by it and has always
been in compliance with all Applicable Laws and Regulations.
	 	6.4.4	The SPV, its management and, to the Seller's knowledge, any Person having acted in the name and/or on behalf of the Seller, have
never performed acts or facts which may be considered directly or indirectly as violation (illecito) or crime (reato)
contemplated under the Applicable Laws and Regulations, including Legislative Decree no. 231/2001 and which may affect the
Plants, the SPV and/or the Purchaser.




 


	6.5	Accounting, Corporate Books and liabilities




 


	 	6.5.1	All the financial statements of the SPV (including the Reference Financial Statement) have been prepared in accordance with the
Accounting Principles and the Applicable Laws and Regulations using bases, practices, methods and estimation techniques consistent
with those used in the preceding 3 accounting periods. Each of them gives a true and fair view (rappresenta:ione veritiera
e corretta) of the assets, obligations, liabilities (actual and contingent), debt of any nature, as well as the economic and
financial condition of the SPV as at the relevant reference date.




 


 


 






    	 	13	 



     


    

 


	 	6.5.2	The SPV's accounting records and mandatory books have been kept in compliance with the Accounting Principles and the Applicable
Laws and Regulations. All the corporate procedures and actions reflected therein have been and will be conducted or taken in compliance
with the Applicable Laws and Regulations and the relevant documents of incorporation.
	 	 	 
	 	6.5.3	Each transaction to be registered in the SPV's books and records pursuant to the Accounting Principles arid/or the Applicable
Laws and Regulations has been and will be recorded on the books and records of the SPV and each document on which entries in any
such books and records are based (including purchase orders, customer or company invoices and service agreements) is true, complete
and accurate in all respects.
	 	 	 
	 	6.5.4	Up to the Closing Date, (i) the business of the SPV has been conducted in accordance with the principles and obligations set out
in Clause 5.2.1, and (ii) the SPV has not taken or carried out any action or transaction contemplated in Clause 5.2.2.
	 	 	 
	 	6.5.5	As of the Closing Date, the SPV has not incurred in any Leakage (other than payments made by the SPV in accordance with the Project
Contracts and/or expressly authorised by the Purchaser and other than payments made in the ordinary course of business and required
by Applicable Laws and Regulations. For the sake of clarity, any repayment of the Shareholder Loan Receivables will not be considered,
for the purposes of this representation and warranty, as a payment made in the ordinary course of business).






 


	6.6	Real Estate




 


	 	6.6.1	The SPV holds valid, duly registered, unchallenged, definitive, enforceable and undisputed titles over the Real Estate, as resulting
from the Real Estate Contracts, enforceable against any third party, to build and operate the Plants and the relevant mitigation
works. With regard to the connection infrastructures, the SPV has validly transferred the ownership, the relevant Permits to the
extent it is necessary, and the related Real Estate right to the Grid Operator of the portion regarding the so called "impiant©
di rete".
	 	 	 
	 	6.6.2	The Real Estate is not affected by Encumbrances of any type. Neither the Seller nor the SPV have entered into any agreement (final,
preliminary or otherwise) for the disposal of the Real Estate, or any portion thereof, or for the setting up of any kind
of Encumbrance, right or obligation of any type over it from which any kind of limitation or restriction over the use, fruition
or disposition of the Real Estate may arise.
	 	 	 
	 	6.6.3	There are no environmental constraints pursuant to the Applicable Laws and Regulations which are or may be of prejudice to the
construction and operation of the Plants over the Real Estate where such Plants have been constructed. The Real Estate and the
relevant subsoil are in full compliance with the environmental Applicable Laws and Regulations.
	 	 	 
	 	6.6.4	The Real Estate Contracts have been duly and timely registered with the competent tax office (registrati) and recorded
(trascritti) with the competent Land Registry (Conservatoria dei Registri Immobiliari).




 


 


 






    	 	14	 



     


    

 


	6.7	Contracts




 


	 	6.7.1	All contracts, understandings, agreements, arrangements, commitments
    of any nature to which the SPV is a party are listed under Schedule
    6.7.1 (collectively, the "Project Contracts")
	 	 	 
	 	6.7.2	The Seller and the SPV have not entered into any contract that it is not
at arm's length and consistent with market standards.
	 	 	 
	 	6.7.3	The Project Contracts are in full force and effect and no party to a Project Contract has given
written notice of termination or indicated in writing that it will give notice of termination, and to the Seller's knowledge,
no circumstances exist which give any party to a Project Contract the right to terminate or modify such Project Contract.
All payment or other obligations contained in the Project Contracts have been fully and timely discharged
by the SPV.




 


	6.8	Plants, Permits and Tariff




 


	 	6.8.1	The Plants have been developed and realized in compliance with the best industry practice after
due examination of all the characteristics and conditions of the Real Estate and the latter was suitable for the envisaged construction
methodology of the Plants as well as of the relevant interconnection facilities.
	 	 	 
	 	6.8.2	The contractor, the works director and the SPV have timely, duly and correctly performed
their respective obligations in compliance with the health and safety, construction and seismic Applicable Law and Regulations.
	 	 	 
	 	6.8.3	The Plants have been built, connected to the grid and is being
operated in full compliance with the relevant designs as authorized by the competent public
entities and authorities, with the Applicable Laws and Regulations as well as with the Permits.
	 	 	 
	 	6.8.4	There are no further plants joint or close to the Plants, whose nominal capacity, cumulated with
the nominal power of the Plants, could affect in any manner the validity and effectiveness of any of the Permits and/or
trigger the need to carry out the environmental impact assessment procedure.
	 	 	 
	 	6.8.5	The SPV is the sole legal beneficiary of the Permits and such Permits are fully valid, effective
and enforceable and there has not been any default and/or irregularity in the procedure for the issuance thereof (vizi della
procedura).
	 	 	 
	 	6.8.6	The Permits have been duly obtained by the SPV (or have validly been transferred to the SPV) and
any and all obligations relating to the existence, validity and effectiveness of the Permits, and any legal, economical and/or
technical prescriptions contained therein, has been fully and timely complied with so that the SPV validly and effectively
maintains all the Permits as required in connection with the Plants, and, to the Seller's knowledge, there is no ground for revocation,
suspension or annulment thereof.
	 	 	 
	 	6.8.7	To the Seller's knowledge, the execution of this Agreement and/or the consummation of the Transaction
will not lead to the termination, suspension, annulment or withdrawal of any of the Permits
and will also not give rise to any right of the competent authorities, including without limitation the GSE, the Grid Operator,
or other third parties to terminate and/or revoke and/or cancel and/or suspend and/or amend such Permits.
	 	 	 




 


 


 






    	 	15	 



     


    

 


 


	 	6.8.8	Any variations between the Plants-as-built and the Plants-as-designed (progetto esecutivo and progetto definitivo) have
been notified to, and authorized by, the competent authorities in compliance with the Applicable Laws and Regulations.
	 	 	 
	 	6.8.9	All Plants' components and/or parts that have been replaced, if any, comply with the original Permits and are in good operating
order except for ordinary tear and wear, The replacements of inverters, modules and other component for the Pant, if any made,
have been duly communicated to the GSE.
	 	 	 
	 	6.8.10	All components' warranties (including all inverter and modules warranties) for the Plants
are valid and in force. All main components have been
installed and managed in compliance with technical specification of the components provider.
	 	 	 
	 	6.8.11	There are no payment obligations (nor there will be in the future as a result of act, facts,
circumstances or event occurred prior to the Closing Date) owed to or claimed by the component providers for the construction
and operation of the Plants.
	 	 	 
	 	6.8.12	The SPV has properly performed any action and properly filed all the relevant documents necessary for the obtainment and maintaining
of the Tariff (in respect of the whole Plant's nominal peak power) as attributed to it pursuant
to the energy decree (Canto Energia) applicable to the Plant. The Plants are
legally and technically suitable for the maintaining of the Tariff by the SPV in accordance with the Applicable Laws and Regulations
and the Permits.
	 	 	 
	 	6.8.13	None of the information or documentation delivered to the GSE for the purposes of being awarded with the Tariff is
untrue, inaccurate or incomplete and the information and/or documentation provided
to the GSE fully complies with GSE requirements for projects
of the same type as the Plants. To the Seller's knowledge, there are no circumstances based on which the granting of the Tariff
may be revoked, suspended, reduced or otherwise affected and there is no pending or threatened investigation by the GSE which
may lead to the suspension or revocation of the Tariff. The GSE has been regularly
paying the Tariff to the SPV.
	 	 	 
	 	6.8.14	In respect of the Plants, the agreement (convenzione) for
the Tariff award and the agreement for the sale of the energy have all been duly and
timely entered into by the SPV with the GSE. To the Seller's knowledge, there are no circumstances based on which such rights
may be legitimately revoked or otherwise affected.




 


	6.9	Tax compliance




 


	 	6.9.1	The SPV:






 


		(a)	has duly and timely paid every Tax which it has become liable to pay before the Closing Date;



 


		(b)	has duly and timely filed with the competent tax authorities all
Tax returns, declarations and social security statements within the required terms and on a proper basis in compliance with the
Applicable Laws and Regulations in respect to Taxes. The Tax returns were correct and complete
in all respects and adequately reflect the Tax liabilities of the SPV, at the time
of the filing for the relevant period covered thereby;



 


		(c)	has never been resident for Tax purposes in
any jurisdiction other than Italy;



 


 


 






    	 	16	 



     


    

 





		(d)	is entitled to all Tax shown in its Tax returns and no such Tax returns is the subject of any dispute with any Tax authority.



 


	 	6.9.2	Neither the SPY nor any of its directors or officers has any fine, penalty, surcharge or interest outstanding in relation to Taxes.
No Tax claims or investigation are pending or threatened against the SPV and no notice of any such claim or investigation has
been received by the SPV.




 


	6.10	Powers of attorney, relationship with advisors, employees and labour matters




 


	 	6.10.1	The SPY has no employees, is not bound to hire any Person and no third parties have rendered services to the SPV which, according
to how they were provided or due to agreements with the SPY, entitle them to claim the acknowledgement of the status of employee.
There are no individuals who are entitled, under any law or collective bargaining agreement to be recognised as being or as having
been an employee of the SPY or to bring any claim vis-à-vis the SPV based on any labour or cooperation relationship
which may be qualified as rapport! di lavoro autononw, rapporti di lavoro parasubordinato, collaborazioni autonome e continuative,
collabora:ioni a progetto or agenda, including for remuneration of services or payment of social security contributions, in
connection with any performance and/or services rendered by such individual, directly or indirectly, to the benefit of the SPY.
	 	 	 
	 	6.10.2	None of the former or current directors of the SPV has any residual claim vis-à-vis the SPY of any kind whatsoever in respect
of the activities carried out. No judicial, extrajudicial, administrative and arbitration proceedings have been brought or threatened
against the SPV by any director(s).
	 	 	 
	 	6.10.3	All documents pertaining to agents, advisors, consultants and brokers acting in the interest of the SPV (including the evidence
of the payments of all amounts due to them) have been made available in the course of the Due Diligence. The SPY has performed
all obligations and duties in respect of the agents, advisors, consultants and brokers acting in the interest of the SPY in compliance
with all Applicable Laws and Regulations.
	 	 	 
	 	6.10.4	The SPV has not granted any power of attorney in favour of any person, firm or company for any purpose whatsoever.
	 	 	 
	 	6.10.5	All negotiations relating to the Transaction have been carried out without the intervention of any entities and/or individuals
carrying out activities on behalf of the Seller that may ground any claim in connection with intermediation activities or payment
of intermediation commissions, remunerations or any other similar fee against any of the SPV or the Purchaser.
	 	 	 




 


	6.11	Good standing; Litigation and claims




 


	 	6.11.1	Neither the Seller nor the SPY are insolvent nor under bankruptcy procedure or similar proceedings, nor has been declared bankrupt
and no action or request to declare either the Seller or the SPY bankrupted or to make the Seller or the SPV subject to winding-up,
liquidation, dissolution, insolvency and/or any similar proceeding is pending or threatened; the execution of the Agreement and
the consummation of the Transaction will not result in any such winding-up, liquidation, insolvency or bankruptcy procedure of
the Seller and or the SPV. Neither the Seller nor the SPY are in default of payment of any of their obligations, have requested
any of their creditors to forgive or restructure debt or to extend their payment obligations. No voluntary arrangement, compromise
or similar arrangement with creditors has been proposed, agreed or sanctioned in respect of the SPV or any of its assets.




 


 


 






    	 	17	 



     


    

 


	 	6.11.2	There are no pending and/or threatened-in-writing proceedings of civil, criminal, civil, administrative, labour, Tax or any other
nature before any arbitration panel, tribunal or other judicial, regulatory or administrative authority in which the SPV or the
Seller are a party, whether as plaintiff or defendant or otherwise, and which may have an impact on the Plants, Project Contracts,
Real Estate, Permits and/or the ability of the SPV to carry out its own business and the Seller is not aware of any facts or circumstance
which may give rise to any such proceedings.
	 	 	 
	 	6.11.3	No written notice of any expropriation, revocation, termination, invalidity, non-renewal, annulment or other expiry or forfeiture
of any of the Real Estate contracts has been delivered to the SPV, nor, to the Seller's knowledge, there have been or there are
any facts, acts, omissions, events or circumstances which may ground any such revocation, termination, invalidity, non-renewal,
annulment or other expiry or forfeiture of any of the rights granted under the Real Estate Rights nor which may adversely affect
the use or enjoyment (godimento) of such rights by the SPV.
	 	 	 
	 	6.11.4	There are no challenges or objections to the Permits before any governmental, administrative or judicial authority under Applicable
Laws and Regulations neither notice of termination, revocation, invalidity, expiry, forfeiture, non-renewal, annulment or suspension
which are pending, have been notified or however communicated in writing to the SPV and/or the Seller. The SPV and/or the Seller
are not subject to any proceedings and/or action of the competent public authority aimed to annul in self-defence (anmillcunento
in autowtela) the authorising titles for the Plants.
	 	 	 
	 	6.11.5	There are no judgments, rulings or orders against the SPV and/or the Plants, Real Estate, Permits and/or Project Contracts, which
the SPV has not complied with or fulfilled and there is and there has been no delay by the SPV in the completion of any obligation
ensuing from such judgements, rulings or orders, if any.




 


	6.12	Intra-a-group debts and other arrangements




 


	 	6.12.1	There are:




 


		(a)	except for the Shareholder Loan Receivables, no amounts outstanding or obligations
due by and between the SPV, the Seller and/or any other Person related to the SPV and/or the Seller;



 


		(b)	no contract, guarantee, agreement, understanding or commitment, either in
written form or in verbal form by and between any of the SPV, the Seller and/or any other Person related to the SPV and/or the
Seller;



 


		(c)	all intra group transactions including the Shareholder Loan Agreements have
been carried out by the SPV at arm's length and in compliance with any applicable transfer pricing rules.



 


	6.13	Accuracy of information and documentation provided




 


	 	6.13.1	All information and documents disclosed in the course of the Due Diligence and/or given to the Purchaser and its advisors by the
Seller and/or the SPV during the Due Diligence or in any case prior to the execution of this Agreement are true, complete, correct,
accurate and not misleading in all respects.




 


 


 






    	 	18	 



     


    

 


	 	6.13.2	There are no facts or circumstances which have not been disclosed in writing to the Purchaser and its advisors and which could
adversely affect the SPV and/or the Plants.




 


	6.14	Pre signing and interim period




 


	 	6.14.1	From January 1st, 2019 to the Closing Date (both included) the SPV has been managed in accordance with Clause 5.2.




 


	7.	INDEMNIFICATION OBLIGATIONS OF THE SELLER




 


	7.1	Seller's - indemnifiable Damages




 


The Seller agrees to indemnify
and hold the Purchaser harmless from and against any Damage suffered by the Purchaser or the SPV in connection with any event,
fact or circumstance rendering any representation and warranty provided under Clause 6 (in whole or in part) untrue, incomplete,
incorrect, inaccurate or misleading. The Seller's representations and warranties have to be deemed specific: in order to avoid
any doubt, this means that matters included and foreseen, in whole or in part, by a specific representation, shall not be considered
contained by a different or more general Seller's representation and/or warranty. Therefore, there will be no duplication of recovery
in respect of any fact giving rise to a claim under the Seller's representations and warranties.


 


	7.2	Duty to mitigate




 


Notwithstanding the foregoing,
the Purchaser shall use its best efforts to prevent and mitigate and to cause the SPV to prevent and mitigate - any Damage that
it may incur as a consequence of a matter that gives rise to a breach of the Seller's representations and warranties.


 


	7.3	Sole remedy




 


Subject to Closing, the indemnification
obligations of the Seller provided under this Clause 7 is the sole remedy available to the Purchaser for breach or inaccuracy
of the Seller's representations and warranties or for breach of any obligation of the Seller set forth in this Agreement, to the
exclusion and in lieu of any other right or remedy available to the Purchaser under Applicable Laws and Regulations, without
prejudice for any remedy pursuant to article 1439 of the ICC.


 


	8.	LIMITATIONS ON THE SELLER'S LIABILITY




 


	8.1	De Minimis - Basket




 


The Seller shall only be
liable in respect of any Damages arising out of breaches of the Seller's representations and warranties if:


 


		a)	the amount of the liability agreed or determined in respect of any individual
Damage, considered alone or in the aggregate as a series of Damages arising from the same circumstances, exceed Euro 10,000;



 


		b)	such Damages exceed, in the aggregate, Euro 40,000 (the "Basket"),
in which case the Seller shall be liable only for the amount in excess of the Basket.



 


 


 






    	 	19	 



     


    

 


	8.2	Cap to Seller's liability




 


The total aggregate liability
of the Seller in respect of all claims under the Seller's representations and warranties or arising from breaches of the Seller's
covenants under this


 


Agreement is limited to an amount equal to the
60% of the Purchase Price (the "Cap").


 


The Cap shall not apply
to Damages deriving from breach of the Seller's representations and warranties set forth in Clauses 6.2 (Incorporation, good
standing, authority of the Seller), 6.3 (SPV capital, Quota) nor, for the sake of clarity, to Damages deriving from
breach of the Seller's representations and warranties due to the Seller's gross negligence (colpa grave) or willful misconduct
(dolo).


 


	8.3	Other limitations to Seller's liability




 


In calculating the liability
of the Seller for any claim under the Seller's representations and warranties, that liability must be reduced by the sum of the
following economic benefits relating to that claim:


 


		a)	any indemnification payable hereunder shall be increased to an amount which
ensures that the Purchaser and/or the SPV, as the case may be, receive a sum which, after having actually paid any Tax due in connection
therewith, is equal to the amount which they would have benefitted from if no Tax had been payable in connection therewith. Conversely,
in the event and to the extent that any Damage incurred by the Purchaser, and/or the SPV, as the case may be, actually indemnified
by the Seller under this Agreement, is deductible by the Purchaser or the SPV, for income tax purposes in any given fiscal year,
in such event and to such extent, the indemnity due by the Seller in respect of such Damage will be reduced by the actual reduction
of net Tax liability (if any) resulting from the deductibility of the Damage ;



 


		b)	any amount which the Purchaser or the SPV have actually recovered from any
third party in respect of such claim.



 


	8.4	Exclusions and Restrictions




 


	 	8.4.1	The Seller shall not be liable under Clause 7.1 unless a Notice of Claim is given to it:




 


		(a)	on or before 24 months after the Closing Date, if a Damage arises from any
of the representations and warranties contained in Clause 6, other than those referred to in the following paragraph (b);



 


		(b)	on or before the date of the expiry, for statutory limitation, of the rights
or prerogatives which the relevant third parties could assert against the Purchaser or the relevant SPV, if a Damage arises from
any of the representations and warranties concerning Tax, labour, or environmental matters,



 


provided however that the
Seller's indemnification obligations shall remain valid, also after the expiration of the terms set out above, in case before the
expiration thereof the Purchaser has sent to the Seller a Notice of Claim.


 


	8.5	Liability of the Seller only in relation to actual losses




 


Notwithstanding any
other provision of this Agreement, the Seller shall not be held liable for any claim and/or loss which arises by reason of a
liability which, at the time when the Notice of Claim is given to the Seller, is contingent or potential, and the Seller
shall not be liable to make any payment in respect of such claim and/or loss unless and until the liability becomes an actual
liability, also as a result of an enforceable obligation to pay, or an interim measure binding on the SPV (e.g. including by
way of a judgment or provision "provvisoriomente esecutivo", whether through "sentenza",
"ordinanza" or "decreto" "or "ingiunzione" or "cartella
esattoriale" or otherwise, and including for the avoidance of doubt any preventive remedy ("provvedinzento
cautelare"), or a settlement agreement executed by the Purchaser and/or the SPV in compliance with Clause 8.7
below).


 


 


 






    	 	20	 



     


    

 


	8.6	Handling of Claims




 


		8.6.1	If the Purchaser intends to seek indemnification from the Seller pursuant
to Clause 7.1, the Purchaser shall provide the Seller with written notice of any fact which may result in the Purchaser's and/or
the SPV's suffering a Damage (the "Notice of Claim"). The said Notice of Claim shall be provided to the Seller as promptly
as possible and in any event within 20 (twenty) days after the Purchaser has become aware of such fact or event and it shall
set forth (i) the claim which the Purchaser intends to make (the "Claim"), (ii) the specific representation or warranty
of the Seller set forth in this Agreement that the Purchaser alleges to be breached, and (iii) all related available information.



 


	 	8.6.2	In case the Seller rejects a Claim made in a Notice of Claim, the Seller and the Purchaser shall attempt to resolve any differences
that they may have with respect to the matters constituting the subject matter of such Notice of Claim during a period of 20 Business
Days starting from the date of rejection. lf, by the end of such period, the Seller and the Purchaser have failed to reach an
agreement in writing with respect to all of such matters, all matters as to which an agreement has not been so reached may be
submitted to the Court of Milan pursuant to Clause 13.2 by either Party.




 


	8.7	Third Parties Claims




 


	 	8.7.1	In the event that of a third-party claim ("Third Party Claim"), possibly resulting in the Purchaser's right to be indemnified
pursuant to the Seller's obligations under this Agreement, the Purchaser shall, under penalty of forfeiture, inform the Seller
in writing, by registered letter (the "Third Party's Claim Notice"), within thirty (20) Business Days from the date
such claim is received (or the shorter term which shall be necessary or appropriate in order not to lose any defence right or
benefit), providing all reasonable information it has become aware of about such claim, including information as to any settlement
proposal of such Third-Party Claim; it being understood that the Purchaser shall:




 


		(a)	cause the SPV not to settle any such claim, action, suit or proceeding without
the prior written consent of the Seller (the "Seller's Consent"), which shall not be unreasonably delayed or denied.
In any case, the Seller's Consent shall be deemed to have been given, unless the Seller notifies the Purchaser to the contrary
in writing in reasonable detail (together with any supporting justifications and written explanations) not later than 20 Business
Days following receipt by the Seller of the Purchaser's consent request in writing, unless circumstances require otherwise in order
to allow the Purchaser and/or the SPV to settle the Third Party Claim and/or to exercise its rights under this Agreement (the "Seller's
Objection");



 


		(b)	have the right to handle the defence of any such Third Party Claim and shall
allow the Seller to participate, by counsels of their own choice, at their own cost, in the defence of any Third Party Claim, provided
that, should the Parties disagree with respect to the handling of the
relevant Third Party Claim, the defence strategy of the Purchaser shall prevail.



 


	 	8.7.2	The Purchaser shall not, and shall procure that the SPV shall not, make any admission of liability, agreement, settlement or compromise
with any third party in relation to any such claim without the prior written Seller's Consent provided, however, that if a firm
offer is made to the SPV or to the Purchaser to settle any matter giving rise to the Seller's indemnification obligations which
the Seller, but not the Purchaser, is willing to accept, the Purchaser and/or the SPV (as the case may be) shall be free not to
enter into such settlement and to commence or continue litigation, at their own expenses, however the Seller's indemnificatiodisagree with respect to the handling of the
relevant Third Party Claim, the defence strategy of the Purchaser shall prevailn
obligations under Section 7.1 shall be limited without prejudice to the application of the provisions of Sections 8.1, 8.2, 8.3,
8.4 and 8.5 - to the amount of the proposed settlement. It being understood that should: (i) the Seller's Objection be raised
in relation to a certain proposed settlement and (ii) a proceeding be started or be continuing in connection with the relevant
Third Party Claim then the Seller shall indemnify and keep fully harmless the Purchaser and/or the SPV - without application of
Cap - in respect of any Damages which they may incur in connection with the Third Party Claim.




 


	9.	REPRESENTATIONS AND WARRANTIES BY THE PURCHASER




 


The Purchaser hereby makes
the following representations and gives the following warranties to the Seller, which are true as at the Date of Execution and,
unless otherwise provided, on the Closing Date.


 


	9.1	Due Organization and Existence of the Purchaser




 


The Purchaser is a corporation
incorporated and duly organized, validly existing, and in good standing under the laws of Italy.


 


	9.2	Authority and Enforceability, Consents, No Conflicts for the Purchaser, No intermediation




 


	 	9.2.1	All corporate action necessary for the Purchaser to approve the execution and performance of this Agreement have been carried
out and the Purchaser has all necessary right, power, authority and capacity to enter into this Agreement and carry out the transaction
contemplated herein. This Agreement constitutes valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms.
	 	9.2.2	The Purchaser is not subject to any bankruptcy proceedings, has not entered into arrangements by which its assets have been transferred
to its creditors, is not insolvent nor has been put into liquidation; there are no bankruptcy proceedings or other insolvency
proceedings pending against the Purchaser and no bankruptcy, liquidation or similar procedures pending against the Purchaser.
	 	9.2.3	The Purchaser has available all funds necessary to pay the Purchase Price and the Shareholders Loan Receivables and in general
to consummate the transactions contemplated by this Agreement.
	 	9.2.4	All negotiations relating to the Transaction have been carried out without the intervention of any entities and/or individuals
carrying out activities on behalf of the Purchaser that may ground any claim in connection with intermediation activities
or payment of intermediation commissions, remunerations or any other similar fee against the Seller.




 


	9.3	Due Diligence Review




 


	 	9.3.1	The Purchaser represents and acknowledges that it has performed the Due Diligence and that, in such context:




 


		a)	the Purchaser has had the opportunity to review the information and the data room documents made
available by the Seller or their representatives and/or advisors;



 


		b)	the Purchaser has been granted access to the Plants, in the context of several site visits and
management meetings;



 


		c)	the Purchaser has raised with the Seller specific issues and questions and
has obtained satisfactory and complete answers/information by the Seller and/or their advisors.



 


	10.	CONFIDENTIAL INFORMATION




 


	10.1	Each Party shall not, without the prior written consent of the other Party,
disclose to any Person, or make a public announcement of any of the terms or other facts relating to this Agreement, or to any
other agreement or arrangement relating to the Transaction, other than on a confidential basis, to any of its Affiliate(s).



 


	10.2	Where a Party reasonably determines that a disclosure or announcement is
required by the Applicable Laws and Regulations or by any other authority with relevant powers to which such Party or any of its
Affiliate(s) is subject, the disclosure or announcement shall, to the extent permitted by the Applicable Laws and Regulations,
be made after consultation with the other Party and after taking into account the reasonable requirements of the other Party as
to timing, content and manner of making or dispatch of the disclosure or announcement.



 


	10.3	The Seller acknowledges that:




 


	 	10.3.1	the Purchaser (and/or its Affiliates) may be under disclosing obligations relating to the certain terms of the Transaction in
order to comply with the applicable stock exchange regulations and securities laws; and




 


	 	10.3.2	the Purchaser (and/or its Affiliates) will also disclose certain information about the Transaction to its shareholders and prospected
investors to get the necessary funding.




 


		10.4	Accordingly, the Purchaser shall not be deemed in breach of this Clause
10 as a result of any disclosure made pursuant to Clause 10.3 above.



 


	11.	COSTS AND TAXES




 


	11.1	Any tax, cost, expense, fee, duty, or charge arising out in connection with
this Agreement or the Transaction contemplated herein shall be borne as follows:



 


	 	11.1.1	any income and capital gain taxes (if any) due by the Seller as a consequence of the sale and purchase of the Quota shall be borne
by the Seller;
	 	 	 
	 	11.1.2	each Party shall bear the fees and expenses incurred by their respective representatives and advisors; and
	 	 	 
	 	11.1.3	notarial fees and registration tax shall be borne by the Purchaser.




 


	12.	MISCELLANEOUS PROVISIONS




 


	12.1	Entire Agreement




 


This Agreement contains
the entire understanding and supersedes all prior agreements/arrangements of the Parties with respect to the Transaction contemplated
hereunder, including the letter of intents dated December 4th, 2018.


 


	12.2	Purchaser's right to designate




 


Pursuant to article 1401
of the ICC, the Purchaser shall have the right to designate a Person to become a party (or an additional party) to this Agreement
(the "Nominee") and to purchase, and pay for all or part of the Quota and the Shareholder Loan Receivables in accordance
with the terms hereof, provided that such designation is in compliance with the following provisions: (i) anything in articles
1402 and 1403 of the ICC to the contrary notwithstanding, any designation pursuant hereto shall be made and communicated to the
Seller not later than 10 Business Days prior to the Closing Date together with the written unconditional acceptance of the Nominee
of the designation and of all the terms and conditions of this Agreement; (ii) the Nominee shall be an Affiliate of the Purchaser,
(iii) the Purchaser shall remain jointly and severally obligated to the Seller in respect of all the Nominee's obligations under
this Agreement; and (iv) following the designation to become a Party to this Agreement in lieu of the Purchaser, any reference
made to the Purchaser under this Agreement shall be deemed to be made to the Nominee. Notwithstanding the designation of the Nominee
hereunder, Clause 13.2 (Exclusive Jurisdiction) shall continue to apply also to the original Purchaser.


 


	12.3	No assignment




 


No Party shall be entitled
to assign any of its rights and obligations hereunder without the prior written consent of the other Party.


 


	12.4	Notices




 


Any communication or notice
required or permitted to be given under this Agreement shall be made in writing and in English language and shall be deemed to
have been duly and validly given (i) in the case of notice sent by registered letter, upon the Business Day following the signing
of the return receipt by the recipient and (ii) in the case of notice sent by e-mail, upon the Business Day following receipt by
the sender of the receipt of delivery by the recipient, addressed, in each case, as follows:


 


if to the Seller:


 


SPI Renewables Energy (Luxemburg) Private Limited
Company S. a r.l.


 


6, Rue Eugene Ruppert, L-2453 Luxembourg


 


E-mail: gaia.baldinifemigroups.com;


 


E-mail: ludovic.trogliero@intertrustgroup.com;


 


if to the Purchaser:


 


Theia Investments (Italy)


 


Via Giovanni Boccaccio 7


 


20123 - Milan


 


E-mail: david.lindsaytOstaffordcp.com


 


PEC: theia@legalmaiLit,


 


or at such other address
as either Party may hereafter provide to the others by written notice, as provided herein.


 


	12.5	Changes in writing




 


This Agreement may not be
waived, changed, modified or discharged orally, but only by an agreement in writing signed by the Parties.


 


	12.6	No waiver




 


Except for the cases of
forfeiture expressly provided for by this Agreement, the failure to exercise or any delay in exercising a right or remedy provided
by this Agreement or by Applicable Laws and Regulations shall not impair or constitute a waiver of such right or remedy or an impairment
or a waiver of other rights or remedies.


 


	12.7	Set-off




 


The Purchaser shall be entitled to set-off any amount
due by it under this Agreement with any amount due by the Seller to the Purchaser under this Agreement.


 


	13.	APPLICABLE LAW — EXCLUSIVE JURISDICTION




 


	13.1	Applicable law




 


This Agreement, any connected
Schedules or documents and the rights and obligations of the Parties hereunder or however connected with its execution, perfection,
construction and performance shall be governed by and construed and interpreted in accordance with the laws of Italy.


 


	13.2	Exclusive jurisdiction




 


All disputes arising out
of or in connection with this Agreement and the documents connected therewith (including the Transfer Deed) shall be submitted
to the exclusive jurisdiction of the Court of Milan.


 


	14.	LIST OF SCHEDULES




 


The following Schedules constitute an integral and
substantial part of this Agreement:


 


	 	·	Schedule 2.1.34: Reference Financial Statements;
	 	 	 
	 	·	Schedule 5.5.1 (a): Transfer Deed;
	 	 	 
	 	·	Schedule 5.5.1 (b): Shareholder Receivables Deed of
assignment;
	 	 	 
	 	·	Schedule 5.5.1 (c) i): Sole Director Resignation Letter;
	 	 	 
	 	·	Schedule 5.5.1 (d) i): Release Letter;
	 	 	 
	 	·	Schedule 5.5.1 (d) iv): Assumption of debt Agreement;
	 	 	 
	 	·	Schedule 6.7.1: List of Contracts.




 


 


 


 


 






    	 	21	 



     


    

 





	SPI Renewables Energy (Luxemburg)	 	Private Limited Company S. à r.l.
	 	 	 
	 	 	
	Name: Cheong Hoong Khoeng	 	Name: Universal Management
Services S.à r.l.
	 	 	 
	Title: Manager A	 	Title: Manager B
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Theia Investments (Italy) S.r.l.	 	 
	 	 	 
	 	 	 
	/s/ David Lindsay	 	 
	Name: David Lindsay	 	 
	Durector	 	 



 


 


 


 






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    	 	30	 



     


    

 


 


 


 


 


 






    	 	31	 



     


    

 


Schedule 5.5.1 (b): Shareholder Receivables
Deed of assignment


 


[on SPI Renewables Energy Luxenzburg
letterhead]


 


[•] 2019


 


Theia Investments (Italy) S.r.l.

Via Giovanni Boccaccio 7


20123 - Milan


 


Copy to:


SUN ROOF II S.r.l.

Viale Gran Sasso 11,

20131 - Milan


 


Subject: Shareholder Receivables Deed of assignment —
proposal


 


Dear Sirs,


 


in relation to the sale and purchase agreement
(hereinafter the "SPA") entered into on 23 September 2019 by and among S.P.I. Renewables Energy (Luxembourg) Private
Limited Company S. a r.I., as seller, on the one side, and Theia Investments (Italy) S.r.l., as purchaser, on the other side, for
the sale and purchase of 100% of the corporate capital of Sun Roof II S.r.l., a company organized under the laws of Italy, with
registered office in Milan, Viale Gran Sasso 11, registered with the Companies' Register of Milan Lodi Monza Brianza under No.
07531620966 (hereinafter the "Company"), herewith we propose the following:


 


SHAREHOLDER RECEIVABLES DEED OF ASSIGNMENT


 


Among


 


S.P.I. Renewables Energy (Luxemburg)
Private Limited Company S. ii r.1., a limited liability company registered and incorporated under the laws of Luxembourg and
having its registered office at 6 Rue Eugene Ruppert, L-2453 Luxembourg, and registered with the Companies' Register of Luxembourg
under no. B156036, tax number 20102434979, represented herein by Gaia Baldini, in her capacity as Manager A, duly empowered pursuant
to a Board of Directors resolution dated 18 September 2019;


(hereinafter the "Seller")


 


- on the one side -


 


and


 


Theia Investment (Italy) S.r.l.,
a company incorporated under the laws of Italy, having its registered offices at Via Giovanni Boccaccio 7, 20123, registered
with the Companies' Register of Milano Monza Brianza Lodi under no. MI-2551617, tax and VAT code 10711700962, represented herein
by David Lindsay, in his capacity as Director, duly empowered pursuant to a resolution [CORPORATE BODY] dated [DATE];


(hereinafter the "Purchaser")


 


- on the other side -


 


(hereinafter jointly the "Parties" and each
of them the "Party")


 


RECITALS


 


	(A)	As of the date hereof, Seller has a receivable vis-a-vis the Company equal to [.] including the relevant interests (hereinafter
the "Shareholder Receivables"), deriving from:




 


		·	An interest-bearing intercompany loan, for an original aggregate amount
of Euro 4,706,956.88, with an annual interest rate equal to 6.5%, advanced to the latter on I January 2014 and with a maturity
date of 31 December 2023;



 


		·	A shareholder advance equal to the fixed amount of Euro 3,500.00;



 


 






    	 	32	 



     


    

 


Schedule 5.5.1 (b): Shareholder Receivables
Deed of assignment


 


	(B)	The Seller intends to sell to Purchaser, who intends to purchase, the Shareholder Receivables on the terms and conditions contained
in this agreement.




 


Now, therefore


the Parties agree as follows.


 


	1.	RECITALS




 


The Recitals form an integral and substantial part
of this agreement (hereinafter the "Agreement").


 


	2.	SHAREHOLDER RECEIVABLES ASSIGNMENT




 


2.1. The Seller sells to Purchaser,
who purchases, the Shareholder Receivables (including all rights and obligations thereunder) with effect from today's date.


2.2. The assignment of the Shareholder
Receivables is made and accepted "pro soluto" and therefore the Seller warrants to Purchaser, pursuant to Article
1266 of the Italian Civil Code, that the Shareholder Receivables are valid, existing, and are not subject to any pledge, usufruct,
foreclosures or restrictions of any kind, but no warranty is given by Seller, pursuant to Article 1267 of the Italian Civil Code,
on the actual payment of the Shareholder Receivables by the Company.


 


	3.	INTERCOMPANY RECEIVABLE PRICE




 


Purchaser as a consideration
for the purchase of the Shareholder Receivables, pays to Seller, simultaneously with the execution of this Agreement, the sum
of Euro by means of irrevocable wire transfer on the bank account no. [_____].


 


	4.	EFFECTS




 


4.1 The Shareholder Receivables
shall be transferred to Purchaser with enjoyment as from the date hereof.


4.2 The Parties declare that
this Agreement does not intend to renew, modify, replace or amend any other agreement signed between the Parties concerning, inter
alia, the same subject matter of this Agreement, which remain fully valid and effective. In particular, there is no extinction
due to the signing of this Agreement of any declarations or guarantees given by Seller to Purchaser,


 


	5.	GOVERNING LAW AND DISPUTE RESOLUTION




 


This Agreement shall be governed
by and construed in accordance with Italian law. Any dispute arising from and connected with this Agreement shall be subject to
the exclusive jurisdiction of the Court of Milan.


 


* * *


 


If you agree with this proposal, please
express your acceptance, by sending a copy of this letter reproducing its text and duly signed below for acceptance.


 


 


Kind regards,


 


 


______________________ 


S.P.I. Renewables Energy (Luxemburg) Private Limited Company S. a r.l.


 


Name Gaia Baldini


 


 






    	 	33	 



     


    

 


Schedule 5.5.1 (b): Shareholder Receivables
Deed of assignment


 


Title: Manager A


 


 


 


 


 


 


 


 


 


 






    	 	34	 



     


    

 


Schedule 5.5.1 (b): Shareholder Receivables
Deed of assignment


 


[on Theia letterhead]


 


[•] 2019


 


S.P.I. Renewables Energy (Luxemburg) Private Limited Company
S. it r.l.


6 Rue Eugene Ruppert


Luxembourg


 


Copy to:


SUN ROOF II S.r.l.

Viale Gran Sasso 11,

20131 - Milano


 


Subject: Shareholder Receivables Deed of assignment —
acceptance


 


Dear Sirs,


 


We acknowledge receipt of your
proposal, whose terms and conditions are fully reproduced herein below:


 


"Dear Sirs,


 


in relation to the sale and
purchase agreement (hereinafter the "SPA') entered into on 23 September 2019 by and among Renewables Energy (Luxembourg)
Private Limited Company & a 1.4 as seller, on the one side, and Theia Investments (Italy) S.r..,, as purchaser, on the
other side, for the sale and purchase of 100% of the corporate capita! of Sun Roof II S.r.l., a company organized under the
laws of Italy, with registered office in Milan, Viale Gran Sasso 11, registered with the Companies' Register of Milan Lodi
Monza Brianza under No, 07531620966 (hereinafter the "Company'), herewith we propose the following:


 


SHAREHOLDER RECEIVABLES DEED OF ASSIGNMENT


 


among


 


S.P.I. Renewables Energy (Luxemburg)
Private Limited company S.á r.l., a limited liability  company registered and incorporated under the laws
of Luxembourg and having its registered office at 6 Rue Eugene Ruppert, L-2453 Luxembourg, and registered with the Companies'
Register of Luxembourg under no. B156036, tax number 20102434979, represented herein by Gaia in her capacity as Manager A, duly
empowered pursuant to a Board of Directors resolution dated 18 September 2019;


(hereinafter the "Seller”)


 


- on the one side -


 


and


Theia Investment (Italy)
S.r.l. a company incorporated under the laws of Italy, having its registered offices at Via Giovanni Boccaccio 7, 20123,
registered with the Companies' Register of Milano Monza Brianza Lodi under no. MI-2551617, tax and VAT code 10711700962, represented
herein by David Lindsay, in his capacity as Director. duly empowered pursuant to a resolution [CORPORATE BODY] dated [DATE];


(hereinqfter the "Purchaser")


 


- on the other side -


 


(hereinafter jointly the “Parties”
and each of them the "Party”)


 


 


 






    	 	35	 



     


    

 


Schedule 5.5.1 (b): Shareholder Receivables
Deed of assignment


 


RECITALS


 


	(A)	As of the date hereof Seller has a receivable vis-a-vis the Company equal to t.] including the relevant interests (hereinafter
the "Shareholder Receivables"), deriving from:




 


		·	An interest-bearing intercompany loan, for an original aggregate amount
of Euro 4,706,956.88, with an annual interest rate equal to 6.5 9 advanced to the latter on 1 January 2014 and with a maturity
date of 31 December 2023;



 


		·	A shareholder advance equal to the fixed amount of Euro 3,500.00.



 


	(B)	The Seller intends to sell to Purchaser, who intends to purchase, the Shareholder Receivables on the terms and conditions contained
in this agreement.




 


Now, therefore


the Parties agree as follows.


 


	I.	RECITALS




 


The Recitals form an
integral and substantial part of this agreement (hereinafter the "Agreement
'7.


 


	2.	SHAREHOLDER RECEIVABLES ASSIGNMENT




 


2.1. The Seller sells
to Purchaser, who purchases, the Shareholder Receivables (including all rights and obligations thereunder) with effect from today's
date.


 


2.2. The assignment of
the Shareholder Receivables is made and accepted "pro soluto" and therefore the Seller warrants to Purchaser, pursuant
to Article 1266 of the Italian Civil Code, that the Shareholder Receivables are valid, existing, and are not subject to any pledge,
usufruct, foreclosures or restrictions of any kind, but no warranty is given by Seller, pursuant to Article 1267 of the Italian
Civil Code, on the actual payment of the Shareholder Receivables by the Company.


 


	3.	INTERCOMPANY RECEIVABLE PRICE




 


Purchaser
as a consideration for the purchase of the Shareholder Receivables, pays to Seller, simultaneously with the execution of this
Agreement, the suns of Euro 11, by means of irrevocable wire transfer on the bank account no. [_________].


 


	4.	EFFECTS




 


4.1 The Shareholder Receivables
shall be transferred to Purchaser with enjoyment as from the date
hereof.


 


4.2 The Parties declare
that this Agreement does not intend to renew, modify, replace or
amend any other agreement signed between the Parties concerning,
inter alia, the same subject matter of this Agreement, which remain fully valid and effective. In particular, there is no extinction
due to the signing of this Agreement of any declarations or guarantees given by
Seller to Purchaser.


 


	5.	GOVERNING LAW AND DISPUTE RESOLUTION




 


This Agreement shall be governed by and construed
in accordance with Italian law. Any dispute arising from and connected with this Agreement shall be subject to the
exclusive jurisdiction of the Court of Milan.


 


* * *


 


If you agree with this proposal,
please express your acceptance, by sending a copy of this letter reproducing its text and duly signed below for acceptance.


 






    	 	36	 



     


    

 


 


Schedule
5.5.1 (b): Shareholder Receivables Deed of assignment


 


Kind
regards.


 


_______________ 


S.P.I.
Renewables Energy (Luxemburg) Private Limited Company S.à r.l.


 


_______________


 


Name:
Gaia Baklini


 


Title:
Manager A"


 


We hereby agree and accept your proposal.


Theia Investments (Italy) S.r.l.


 


 


DATE:_______________

NAME:______________

TITLE:_______________


 


* * *


 


Acknowledged and agreed, pursuant to article 1264 of the
Italian civil code, by SUN ROOF II S.r.l.:


 


DATE:_______________

NAME:______________

TITLE:_______________


 



 


 


 


 






    	 	37	 



     


    

 


 


 


 


 






    	 	38	 



     


    




 


Schedule
5.5.1 d) 1) — Release Letter


 


 


To:


 


Resigning Sole Director of Sun Roof II S.r.l.


Mr. Hoong Khoeng Cheong


 


 


and copy to:


Sun Roof II S.r.l.


Viale Gran Sasso 11


20131 - Milan


 


RE: Release letter to the benefit of the sole
director


 


[•], 2019


 


Dear Sir,


 


reference is made to the sale
and purchase agreement relating to 100°0 of the corporate capital of Sun Roof H S.r.l. (the "Company"), executed
on 23 September 2019 by and between S.P.I. Renewable Energy (Luxemburg) Private Limited Company S. a r.1, as Seller, on one side,
and Theia Investments (Italy) S.r.1., as Purchaser, on the other side (the "SPA").


 


Capitalized terms not defined herein shall have
the same meaning ascribed to them in the SPA.


 


We hereby:


 


	(i)	waive unconditionally any claims (if any) which we may have against you, in respect of your conduct,
as sole director of the Company, up to the Closing Date, based on article 2476, paragraph 7, of the ICC, except in case of gross
negligence ("colpa grave") and wilful misconduct ("dolo");



 


	(ii)	undertake not to vote or promote and to cause the Company neither to vote nor to promote, respectively,
any liability action against you pursuant to article 2476 of the ICC, except in case of gross negligence ("colpa grave")
wilful misconduct ("dolo");



 


	(iii)	undertake to indemnify you (except in case of their gross negligence ("colpa grave")
wilful misconduct ("dolo") against any claim or action promoted by any of the Purchaser's Affiliates which
shall acquire any shareholding in the Company after the Closing, connected to the claims or actions mentioned in numbers (i) and
(ii) above.



 


Kind regards,


 


Theia Investments (Italy) S.r.1.


 


 


_______________ 


[•] by its legal representative [•]


 


 


 






    	 	39	 



     


    

 


Schedule 5.5.1 (d) iv): Deed of Accollo


 


[On SPI Orange Power (HK) Limited letterhead]


 


[•) 2019


 


To:


 


Theia Investment (Italy) S.r.l.


Via Boccaccio 7,


20123 - Milan


 


And


 


SUN ROOF II S.r.l.


Viale Gran Sasso II


20131 - Milan


 


Subject: Deed of debt undertaking (Accollo) - acceptance


 


Dear Sirs,


 


We acknowledge receipt of your proposal, whose
terms and conditions are fully reproduced herein below:


 


"Dear Sirs,


 


As agreed, we propose the following:


 


DEED OF DEBT UNDERTAKING (ACCOLLO)


 


		·	SUN
                                         ROOF II S.r.l., a company incorporated under the la%is of Italy, having its
                                         registered offices at Viale Gran Sasso no. 11, 20131, Milano, registered with the Companies'
                                         Register of Milano Monza Brianza Lodi under no. M1-1965194, tax and VAT code 07531620966



 


- hereinafter referred as "SUN
ROOF II"


 


	 	·	Theia Investment (Italy) S.r.l., a company incorporated under the laws of
    Italy, having its registered offices at Via Giovanni Boccaccio 7, 20123, registered with the Companies' Register of Milano
    Monza Br ianza Lodi under no. M1-2551617, tax and VAT code 10711700962




 


- hereinafter referred as "THEIA"


 


		·	SPI
                                         Orange Power (HK) Limited, a company incorporated under the laws of IV, having
                                         its registered offices at IV, IV, registered with the Companies' Register of [-] under
                                         no. PI tax and VAT code [-1



 


- hereinafter referred as "SPI
ORANGE"


 


(SUN ROOF II, THETA and
SPI ORANGE hereinafter referred to also as the "Parties", and each of them as "Party")


 


 


 






    	 	40	 



     


    

 


Schedule 5.5.1
(d) iv). Deed of Accollo


 


WHEREAS


  


		A.	On 9 September 2019,
                                         the non-interest-bearing receivable, equal to the fixed amount of Euro 1,042,166,25,
                                         due by SUN ROOF II to ET Solar Energy Limited, the former titleholder of the said receivable,
                                         was assigned by ET Solar Energy Limited to SPI ORANGE (the "SPI Orange Power
                                         Receivable"). Such assignment was accepted by SUN ROOF II according to Italian
                                         law.



 


		B.	On
                                         the date hereof in accordance with the relevant preliminary sale and purchase agreement
                                         executed on N(hereinafier the "SPA"), SPI Renewables Energy (Luxembourg)
                                         Private Limited Company S. aas seller, on the one side, and THETA, as purchaser,
                                         on the other side, entered into a notarial deed of transfer for the sale and purchase
                                         of 100% of the corporate capital of SUN ROOF II;



 


		C.	SPI ORANGE indirectly controls 100% of SPI Renewables Energy (Luxembourg)
Private Limited Company S.à  r.l.;



 


		D.	Pursuant to article 5.5.1 (d) iv of the SPA, THETA committed to undertake,
pursuant to Article 1273 of the Italian civil code, the debt of SUN ROOF II for the payment of the SPI Orange Power Receivable
- amounting to Euro 1,042,166,25 (one million forty-two thousand one hundred sixty-six{25) - (the "Accollo") and SPI
ORANGE intends to accept the benefit from the Accollo, releasing SUN ROOF II from any and all its obligation.



 


IN CONSIDERATION
OF THE ABOVE, the Parties agree as follows:


 


	1.	Subject




 


	1.1.	THETA hereby undertakes, pursuant to Article 1273 of the Italian Civil Code, the debt of SUN ROOF II for the payment of the
SPI Orange Power Receivable and SPI ORANGE, hereby, accepts the benefi(from the Accollo also in order to nzake irrevocable the
provisions provided hereunder in its favour, releasing SUN ROOF II from any and all its obligation.




 


	1.2.	On the basis of the foregoing, the Parties agree that (i) THETA (as sole debtor pursuant to the Accollo) is entitled to pay
on the date hereof the SPI Orange Power Receivable in favour of SPI ORANGE on the bank account which has been indicated by SPI
ORANGE prior to the date hereof




 


	2.	Applicable law



 


	2.1	This Agreement and the rights and obligations of the Parties hereunder or however connected with its execution, perfection,
construction and performance shall be governed by and construed and interpreted in accordance with the laws of Italy.




 


	3.	Exclusive jurisdiction



 


	3.1	All disputes arising out of or in connection with this Agreement and
the documents connected therewith shall be submitted to the exclusive jurisdiction of the Court of Milan.



 


* * *


 


 


 






    	 	41	 



     


    

 


 


 


If you agree with this proposal, please express your
acceptance, by sending a copy of this letter reproducing its text and duly signed below for acceptance.


 


Kind regards,


 


Theia Investments
(Italy)


 


_______________


Name:


Title:


 


 


SUN ROOF II S.r.L


 


_______________


Name:


Title:


 


***


 


 


We hereby agree and accept
your proposal.


 


SPI Orange Power (HK)
Limited


 


DATE:_______________


 


NAME:_______________


 


TITLE:________________


 


* * *


 


 


 






    	 	42	 



     


    

 


 


Schedule 6.7.1 — List
of Contracts


 


SUN ROOF II


 


Project Contracts:


 


	1.	DDS Agreement ("Cossitudione di diritto di superficie"), signed on November taltra 2011 between SUN ROOF II
S.r.l. and Cumbes S.r.1.;



 


	2.	Easement Right Deed
                                 ("Attogo definitiva di costituzione di sertitù inamovibile di elettrodotto in cavo interrato"), signed on March 15th,
                                 2012 by SUN ROOF II SRL CUMERSS Ss]° and atria, Disiribuzione S.p.A.;



 


	3.	Operation and Maintenance Agreement,
signed on September 1st, 2014 between SUN ROOF II  S.r.l. and Future Energy Service and Maintenance Sr.1.;



 


	4.	Quotation for accounting, tax and administrative services, issued by Ciccioriccio &
                                                                Associati on November 21st 2017 and accepted by SUN ROOF II S.r.l.;



 


	5.	Quotation for E-Invoicing service, issued by Ciccioriccio & Associati on December 5th, 2018
and accepted by SUNROOF II S.r.l.;



 


	6.	Surveillance Agreement, signed on December 1st, 2018
between Istituto di Vigillanza Vigilpol S.C.a.r.l.. and SUN ROOF 11 S.r.1.;



 


	7.	Legal Address Registration Agreement “Contratto di
                                         domiciliaione legale”), ), signed on January 7th, 2013 between A&P Services
                                         Sr.l. and SUN ROOF II S.r.l.,



 


	8.	Full-Risks Insurance Policy, signed on July 3rd, 2018., between AXIS Specialty Europe RE, and SUN ROOF II
                                                                S.r.l;



 


	9.	Internet and Telephone Agreements, signed on June 20th, 2012 between TELECOM Italia S.p.A. and SUN ROOF II
                                                                S.r.1.;



 


	10.	N. 3 MV Energy Supply Agreements for FVI , FV2 and FV3, signed on April 11th, 2012 between Enel Energia S.p.A. and SUN
ROOF II S.r.1.;



 


	11.	Quotation for Measurement Service ("Preventivo servizio
di misura”), issued on March 1st, 20112 by ENEL Distribuzione S.p.A and accepted by SUN ROOF II S.r.l.;



 


	12.	Quotation for Periodical Check of Fire-Extinguishers, issued
on June 15th, 2015 by FIRE ANTINCENDIO di Monni Anna Maria and accepted. by SUN ROOF II S.r.1.;



 


	13.	IRES Tax Reimbursemet Service Agreement ("Conferimento d'incarico per la fornitura di servizi di consulenua energetica"), signed on March 8th, 2016 between SOUL S.r.l. and SUN ROOF II S.r.1.;



 


	14.	FIT Agreement ("Convenzione per il riconoscimento
                                         delle tariffeincentivnti”), signed on June 28th, 2011 2 between GSE S.p.A.
                                         and SUN ROOF II S.r.1. for IFV#1 and relevant Addendum issued on January 15th, 2016;
                                         FIT Agreement ("Convenzione per il riconoscimento delle tariffe incentivanti"),
                                         signed on June 28th, 2012 between GSE S.p.A. and SUN ROOF II S.r.l. for IFV#2 and
                                         relevant Addendum issued on January 15th, 2016; FIT Agreement ("Convenzione per
                                         il riconoscimento delle tariffe incentivanti"), signed on June 20th, 2012 between
                                         GSE S.p.A. and SUN ROOFII Sr.l. for IFV#3 and relevant Addendum issued on January 15th,
                                         2016



 


	15.	PPA, (Contratto di compraventlila di energia electrica), signed on November
21st, 2018 between EGO Trade S.p.A. and SUN ROOF II S.r.1.;



 


	16.	GO Agreement
(Contralto di compravendita di garanzie d’origine), signed on November 21st, 2018 between EGO Trade S.p.A. and SUN ROOF
II S.r.I.



 


 


 






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