Exhibit 4.67


 


 


To:


 


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


 


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. it r.1., 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. B156036, tax number 20102434979
                                         ("SPI Renewables or the "Seller"), represented by Cheong
                                         Hoong Khoeng, in his capacity as Manager A and Universal Management Services s.a r.l.
                                         in their capacity as Manager B;



 


on one side


 


AND


 


		(2)	Theia Investment (Italy)
                                         S.r.1., 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 (the "Purchaser"),
                                         represented by 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 Euro 10,000.00 - of the corporate capital of
                                         Sun Roof V S.r.I. (the "Quota"), a company incorporated under the laws
                                         of Italy, having its registered offices at via Boccaccio no. 7, 20123, Milano, registered
                                         with the Companies' Register of Milano Monza Brianza Lodi under no. MI1965198, tax and
                                         VAT code 07531650963 (the "SPV").



 


		(C)	The SPV owns an operating photovoltaic
                                         plant located in the Municipality of Cistema di Latina (Latina), Lazio Region, Italy,
                                         whose aggregate installed capacity is approximately equal to 997.92 kW (the "Plant",
                                         whose term shall be deemed inclusive of the relevant connection infrastructures).



 


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



 


		(E)	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.



 


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



 


 


 






    	 	2	 



     


    

 


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
esercizio), as interpreted in accordance with the accounting principles issued by the Consiglio Nazionale dei Dottori ConunerciaUsti
e degli Esperti Contabili 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 Plant (including the GSE, ARERA and the Grid Operator);


 


2.1.5     "ARERA" shall
mean Autorita di Regolazione per Energia Reti e Anzbiente;


 


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 insztssistenza dell'attivo, minusvalenza
dell'attivo, sopravvenienza passim and plusvalenza passim, 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 (D);


 


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 garan:ia o di godimento), sequestration, deed of trust,
assignment, freeze, privilege, expropriation, seizure, attachment, claim, opposition, covenant, obligation (including propter
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 Plant has 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 meaning set forth in Clause 12.2;


 


2.1.21     "Notice of Claim"
shall have the meaning set forth in Clause 8.6.1;


 


 


 






    	 	4	 



     


    

 


2.1.22     "Parties"
shall have the meaning set forth in the preamble of this Agreement;


 


2.1.23     "Permits"
shall mean, in respect of the Plant 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 Plant 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 Plant to the grid, including the sohtzione tecnica minima genet-ale and the sohtzione tecnica minima di dettaglio,
the regolantento di eserci:io, the connection agreement and any other rights or title necessary to carry out all works
and infrastructures required for the (i) construction of the Plant's evacuation line, and (ii) connection of the Plant's 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 Plant and the SPV, the building and the roof (lastrico solare) on which such Plant stands
(including the facilities necessary for the construction and operation of the aforesaid Plant (including cabling, access roads
and substations)), as indicated on the layout and the project of the Plant 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 31s', 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);


 


 


 






    	 	5	 



     


    

 


2.1.38     "Shareholder
Loan Agreements" shall mean No. 2 shareholder loan agreements, effective from 1 January 2014 and with maturity date 31
December 2023, both bearing an interest rate of 6.5% per annum, executed by the SPV and i) the Seller for an original amount of
Euro 1,829,100.00 (one million eight hundred and twenty nine thousand one hundred/00) ("Shareholder Loan Agreement
1") and ii) Green Equity S. a r.l., the former minority shareholder of the Company, for an original amount of 775,400.00
(seven hundred and seventy five thousand four hundred/00) ("Shareholder Loan Agreement 2"). The receivables
relating to the Shareholder Loan Agreement 2 were assigned to the Seller from the former minority shareholder of the Company,
by deed of assignment dated 25 July 2019, accepted by the Company on the same date;


 


2.1.39     "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 Agreements and outstanding as of the Closing Date;


 


2.1.40     "Shareholder Loan
Receivables Price" shall have the meaning set forth in Clause 4.1.1;


 


2.1.41     "SPI Renewables"
shall have the meaning set forth in the preamble of this Agreement;


 


2.1.42     "SPV"
shall have the meaning set forth in Recital (B);


 


2.1.43     "Tariff"
shall mean the incentive tariff (tar& incentivante) granted by the GSE to the SPV in connection with the Plant,
in accordance with the applicable energy decree (Conto Energia);


 


2.1.44     "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;


 


2.1.45     "Third Party Claim"
shall have the meaning set forth in Clause 8.7.1;


 


2.1.46     "Third Party's
Claim Notice" shall have the meaning set forth in Clause 8.7.1;


 


2.1.47     "Transaction" shall have the
meaning set forth in Clause 3;


 


2.1.48     "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.


 


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;


 


 


 






    	 	6	 



     


    

 


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 Loan 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 Loan Receivables to the Purchaser and the Purchaser shall purchase such Shareholder Loan
Receivables and pay to the Seller the Shareholder Loan Receivables Price (the "Transaction").


 


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 Shareholder Loan Receivables (including, for the sake of clarity, any interests accrued thereon as of the Closing Date) shall be equal to Euro 1,834,859.87 (one million eight hundred thirty-four thousand eight hundred fifty-nine/87) (the "Purchase Price") and shall be composed of:


 


 


 






    	 	7	 



     


    

 




4.1.1     the
amount of the nominal value of the Shareholder Loan Receivables, equal to Euro 1,474,118.90 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     an amount
equal to the Purchase Price minus the Shareholder Loan 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
Loan 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     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     The Shareholder Loan Receivables
Price shall be paid by the Purchaser on the Closing Date, upon execution of the Shareholder Loan 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 Loan Receivables Price shall occur simultaneously
with the completion of all the other actions set forth in Clause 5.5.1.


 


5.       CLOSING


 


5.1       General


 


The Parties agree that the Quota and the Shareholder
Loan 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 Plant and maximises its production, in full compliance with the Applicable Laws and Regulations
and the Permits.


 


 


 






    	 	8	 



     


    

 


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 Plant 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


 


5.3.1     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.


 


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:


 


 


 






    	 	9	 



     


    

 


 (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 the Shareholder Loan Receivables - amounting to Euro 1,474,118.90 (one million four hundred seventy-four thousand one hundred eighteen/90 plus applicable interest accrued as of the Closing Date, from the Seller to the Purchaser;




 


(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 Plant
(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 18"1,
2015, between CECEP Solar Energy Italy S.r.l. (former name of SPI Renewable 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 such termination and deliver a written statement by the legal representative of SPI Renewable Italy S.r.l. 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
SPV for the services provided by SPI Renewables Italy S.r.l. from I' January 2019 up to Closing Date according to the terms and
conditions of the said management agreement;


 


(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
("dole); (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/o");
(iii) undertakes to indemnify the resigning sole director (except in case of gross negligence ("colpa grave")
and wilful misconduct ("dole) 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 accounts that will be
indicated by the Seller prior to Closing;


 




iii.   pay to the Seller the Shareholder Loan 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;


 


 


 






    	 	10	 



     


    

 


(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 Shareholder Loan 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.


 


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.


 


 


 






    	 	11	 



     


    

 


6.2.3     The
Seller, and any of its signatories hereunder, has 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 Loan 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.


 


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
Spy.


 


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 Plant 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 Plant,
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 (soda?: a responsabilitez 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.


 


 


 






    	 	12	 



     


    

 


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 (mato) contemplated
under the Applicable Laws and Regulations, including Legislative Decree no. 231/2001 and which may affect the Plant, 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 (rappresentazione 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.


 


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 and/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 Plant 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 "impianto
di rete".


 


 






    	 	13	 



     


    

 


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 Plant over the Real Estate where such Plant has 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).


 


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       Plant, Permits
and Tariff


 


6.8.1     The
Plant has 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 Plant 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
Plant has 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 Plant, whose nominal capacity, cumulated with the nominal power of the Plant, 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.


 


 


 






    	 	14	 



     


    

 


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 Plant, 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.


 


6.8.8     Any
variations between the Plant-as-built and the Plant-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
Plant's 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 Plant 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 Plant.


 


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 (Conto
Energia) applicable to the Plant. The Plant is 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 Plant. 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 Plant, the agreement (conven:ione) 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.


 


 


 






    	 	15	 



     


    

 


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;




 


(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 SPV 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 SPV 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 SPV, 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 SPV or to bring any claim vis-a-vis the SPV based on any labour or cooperation relationship which may be
qualified as rapporti di lavoro autonomo, rapporti di lavoro parasubordinato, collaborazioni autonome e continuative, collabora:ioni
a progetto or agen:ia, 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 SPV.


 


6.10.2     None of the former or current directors of the SPV has any residual claim vis-a-vis the SPV 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 SPV has performed
all obligations and duties in respect of the agents, advisors, consultants and brokers acting in the interest of the SPV 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.


 


 


 






    	 	16	 



     


    

 


6.11       Good standing;
Litigation and claims


 


6.11.1     Neither
the Seller nor the SPV 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 SPV 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 SPV 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.


 


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 Plant, 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 (annullamento
iri azttotutela) the authorising titles for the Plant.


 


6.11.5     There
are no judgments, rulings or orders against the SPV and/or the Plant, 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     hrtra-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;


 


 


 






    	 	17	 



     


    

 


(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.


 


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 Plant.


 


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 liability —
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     Duo, 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.


 


 


 






    	 	18	 



     


    

 


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 10,00;


 




 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.




 


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 (SPY 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.


 


 


 






    	 	19	 



     


    

 




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
"provvisoriamente esecutivo", whether through "sentenza", "ordinanza" or "decreto" "or
"ingiunzione" or "cartella esattoriale" or otherwise, and including for the avoidance of doubt any preventive
remedy ("provvedimento cautelare"), or a settlement agreement executed by the Purchaser and/or the SPV in compliance
with Clause 8.7 below).


 


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. If, 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.


 


 


 






    	 	20	 



     


    

 


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 indemnification
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.


 


 


 






    	 	21	 



     


    

 


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 Plant, 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.


 


 


 






    	 	22	 



     


    

 


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 ocklitional 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.


 


 


 






    	 	23	 



     


    

 


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.baldinaspigroups.com;


 


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


 


if to the Purchaser:


 


Theia Investments (Italy)
S.r.l.


 


Via Giovanni Boccaccio
7


 


20123 - Milan


 


E-mail: david.lindsay@staffordcp.com


 


PEC: theia@legalmail.it,


 


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.


 


 


 






    	 	24	 



     


    

 


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 1 3. 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 Loan Receivables Deed of assignment;


·     
Schedule 5.5.1 (c) i): Sole Director Resignation Letter;


·     
Schedule 5.5.1 (d) i): Release Letter;


·     
Schedule 6.7.1: List of Contracts.


 


 


 






    	 	25	 



     


    

 


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

Title: Director


 


 


 






    	 	26	 



     


    

 


 


 





SUN ROOF
V S.R.L.


 


 


Bilancio di
esercizio al 31-12-2018


 


 


 





 


 


 


 


 


 


 


 






    	 	27	 



     


    

 


 


 


 


 


 



    	 	28	 



     


    




 


 


 


 


 


 



    	 	29	 



     


    




 


 


 


 


 


 



    	 	30	 



     


    

 


 


 


 


 






    	 	31	 



     


    

 


 


 


 



    	 	32	 



     


    




 


 


 


 


 






    	 	33	 



     


    

 





 


 






    	 	34	 



     


    

 


 


 


 


 


 


 



    	 	35	 



     


    

 





Schedule 53.1 (b): Shareholder Loan
Receivables Deed of assignment


 


[on SPI Renewables Energy Luxemburg letterhead]


 


  [•] 2019


 


Theia Investments (Italy) S.r.l.

Via Giovanni Boccaccio 7


20123 - Milan


 


Copy to:


SUN ROOF V S.r.l.


Via Boccaccio 7,

20123 - Milan


 


Subject: Shareholder Loan
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.1., 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 V S.r.l., a company organized under the laws of Italy,
with registered office in Milan, Via Giovanni Boccaccio, 7, registered with the Companies' Register of Milan Lodi Monza Brianza
under No. 07531650963 (hereinafter the "Company"), herewith we propose the following:


 


SHAREHOLDER LOAN RECEIVABLES DEED OF
ASSIGNMENT


 


among


 


S.P.I. Renewables Energy
(Luxemburg) Private Limited Company S. a 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. BI56036, 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-à-vis the Company equal to [-] including the relevant interests
(hereinafter the "Shareholder Loan Receivables"), deriving from:


 


		·	an interest-bearing intercompany loan, for an original aggregate amount of Euro 1,829,100.00 with an annual interest
rate equal to 6.5 %, advanced to the latter on 1 January 2014 and with a maturity date of 31 December 2023.



 


 






    	 	36	 



     


    

 





Schedule 5.5.1 b •
Shareholder Loan Receivables Deed of assignment


 


		·	an interest-bearing intercompany
loan, for an original aggregate amount of Euro 775,400.00 with an annual interest rate equal to 6.5 %, advanced to Green Equity
S. a r.1., the former minority shareholder of the Company on 1 January 2014 and with a maturity date of 31 December 2023. The outstanding
receivables relating to this shareholder loan were assigned to the Seller from the former minority shareholder of the Company,
by deed of assignment dated 25 July 2019, accepted by the Company on the same date.



 


(B)       The Seller intends to sell
to Purchaser, who intends to purchase, the Shareholder Loan 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 LOAN RECEIVABLES ASSIGNMENT


 


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


 


2.2.     The assignment of the Shareholder
Loan Receivables is made and accepted "pro solute" and therefore the Seller warrants to Purchaser, pursuant to
Article 1266 of the Italian Civil Code, that the Shareholder Loan 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 Loan Receivables by the Company.


 


3.      
INTERCOMPANY RECEIVABLE PRICE


 


Purchaser as a consideration
for the purchase of the Shareholder Loan 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 Loan 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.


 


 






    	 	37	 



     


    

 


 


Kind regards,


 


 


___________________________________


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


 


Name: Gala Baldini


 


Title: Manager A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	38	 



     


    

 


Schedule
5.5.1 (b): Shareholder Loan Receivables Deed of assignment


 


 


 


[on Theia letterhead]


 


 [•] 2019


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


6 Rue Eugene Ruppert


Luxembourg


 


 


Copy to:


SUN ROOF V S.r.l.


Via Boccaccio 7,


Milano


 


 


 


Subject: Shareholder Loan 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 S. a O., as seller, on the one side, and Theia Investments (Italy) Sri., as purchaser, on the other side, for
the sale and purchase of 100% of the corporate capital of Sun Roof Va company organized under the laws of Italy, with
registered office in Milan, dale Gran Sasso 11, registered with the Companies' Register of Milan Lodi Monza Brianza under No.
07531650963 (hereinafter the "Company'), herewith we propose the following:


 


SHAREHOLDER LOAN RECEIVABLES DEED
OF ASSIGNMENT


 


among


 


Renewables Energy
(Luxemburg) Private Limited Company S. a a, 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 Gala 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)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 Brian:a 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
-


 


(hereinafterjointly the "Parties and each of them the "Party')


 


 






    	 	39	 



     


    

 


Schedule 5.5.1 (b) Shareholder Loan
RCCCh Miles Deed of assignment


 


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 Loan Receivables'), deriving from:


 


		·	an interest-bearing intercompany loan, for an original aggregate amount of Euro 1,829,100.00
with an annual interest rate equal to 6.5 %, advanced to the latter on 1 January 2014 and with a maturity date of 31 December 2023.



 





		·	an
                                         interest-bearing intercompany loan, for an original aggregate amount of Euro 775,400.00
                                         with an annual interest rate equal to 6.5 %, advanced to Green Equity S. a r.l., the
                                         former minority shareholder of the Company on 1 January 2014 and with a maturity date
                                         of 31 December 2023. The outstanding receivables relating to this shareholder loan were
                                         assigned to the Seller from the former minority shareholder of the Company, by deed of
                                         assignment dated 25 July 2019, accepted by the Company on the same date.




 


(B)
The Seller intends to sell to Purchaser, who intends to purchase, the Shareholder Loan 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 LOAN RECEIVABLES ASSIGNMENT


 


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


 


2.2.     The assignment of the
Shareholder Loan 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 Loan Receivables are valid, existing, and are not subject
to any pledge, usttfruct, 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 Loan Receivables by the company.


 


3.      
INTERCOMPANY RECEIVABLE PRICE


 


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


 


4.      
EFFECTS


 


4.1     The Shareholder Loan 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


 


 






    	 	40	 



     


    

 


Schedule 5.5.1 (b): Shareholder Loan
Receivables Deed of assignment


 


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: Gala Baldini


 


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 V S.r.l.:


 


DATE: ___________________________


 


NAME:  ___________________________


 


TITLE:  ___________________________



 


 


 



    	 	41	 



     


    

 


 


 


 


 



    	 	42	 



     


    

 





Schedule 5.5.1 d) i) —
Release Letter


 


 


To:


Resigning Sole Director of Sun Roof V


Mr. Hoong Khoeng Cheong


 


 


 


and copy to:


Sun Roof V S.r.l.

Via Boccaccio 7,

20123 - 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% of the corporate capital of Sun Roof V 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 Investmeents (Italy) S.r.l., 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
                                         ("do/o");



 


	(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.l.


 


 


 


_____________________________


[•]
by its legal representative [•]


 


 






    	 	43	 



     


    

 


Schedule 6.7.1 — List
of Contracts


 


SUN ROOF V S.r.1.


 


List of contracts Sun Roof V:


 


	1.	DDS Agreement ("Contralto per la costituzione di diritto di supelficie"), signed
on December 19th, 2011 between SUN ROOF V S.r.l. and Avikosmos S.r.1.;
	2.	Easement Right Deed ("Alto
di costituzione di servitir di locale per cabina di consegna di elettrodotto e di accesso"), signed separately on August
8th, 2012 by Avikosmos S.r.l. and SUN ROOF V S.r.l. and on Septemebr 20th, 2012 by ENEL Distribuzione S.p.A.;
	3.	Easement Right Deed ("Costituzione di servita di elettrodotto"),
signed separately on August 8th, 2012 by SUN ROOF V S.r.l. and Di Meo Tole, Melato Rosa, De Franceschi Aldo, Gennari Giuseppina,
on August 9th, 2012 by Gennari Franco and on October 26th, 2012 by ENEL Distribuzione S.p.A; addendum to this deed signed separately
on October 25th, 2012 by SUN ROOF V S.r.l. and Di Meo Tole, Melato Rosa, Gennari Franco, De Franceschi Aldo, Gennari Giuseppina
and on October 26th, 2012 by ENEL Distribuzione S.p.A;
	4.	Easement Right Deed ("Costiticione di servith inamovibile di ekttrodotto
in cavo interrato") signed separately on August 8th, 2012 by SUN ROOF V S.r.l. and Guzzo Giancarlo and on September 20th,
2012 by ENEL Distribuzione S.p.A;
	5.	Dismantling Deed ("Alto d'obbligo unilaterale per lo smantellamento
dell 'impianto") signed on July 6th, 2012 by SUN ROOF V S.r.1. towards Comune di Cisterna di Latina;
	6.	Operation and Maintenance Agreement, signed on April 15`, 2018
between SUN ROOF V S.r.l. and Future Energy Service and Maintenance S.r.l.;
	7.	Quotation for accounting, tax and administrative services, issued by Ciccioriccio
& Associati on November 21 s1, 2017 and accepted by SUN ROOF V S.r.I.;
	8.	Full-Risks Insurance Policy, signed between the Company and WIDE GROUP;
	9.	Internet and Telephone Agreements, signed on September 21th, 2012 between
TELECOM ITALIA. S.p.A. and SUN ROOF V S.r.l.;
	10.	MV Energy Supply Agreement, signed on July 31s1, 2012 between
Enel Energia S.p.A. and SUN ROOF V S.r.1.;
	11.	LV Energy Supply Agreement, signed on July 31 s1, 2012 between
Enel Energia S.p.A. and SUN ROOF V S.r.l.;
	12.	Agreement for Periodical Check of Fire-Extinguishers, signed on February
7th, 2013 between COTTERLI Estintori S.a.S. and SUN ROOF V S.r.l. and its relevant amendment signed on October 1St,
2013;
	13.	FIT Agreement ("Convenzione per it riconoscimento delle tail* incentivanti"),
signed on November 26th, 2012 between GSE S.p.A. and SUN ROOF V S.r.l. and relevant Addendum issued on January 15th,
2016;
	14.	PPA ("Contratto di compravendita di energia elettrica"), signed
on November 21st, 2018 between EGO Trade S.p.A. and SUN ROOF V S.r.l.;
	15.	GO Agreement ("Contratto di compravendita di gar anzie d 'origine"),
signed on November 21st, 2018 between EGO Trade S.p.A. and SUN ROOF V S.r.l..
	16.	Regolamento di Esercizio;



 






    	 	44	 



     


    

 


Schedule 6.7.1 — List of
Contracts


 


	17.	Quotation for E-Invoicing service, issued by Ciccioriccio & Associati
on December 5th, 2018 and accepted by SUN ROOF V S.r.1.;
	18.	Surveillance Agreement, signed on June 8th, 2016 between Italpol Vigilanza
S.r.l. and SUN ROOF V S.r.1.;
	19.	Legal Address Registration Agreement ("Contratto di domiciliazione legale"), signed
on June 27th, 2012 between A&P Services S.r.1. and SUN ROOF V S.r.1.;
	20.	Quotation for Anti-Mice Services ("Servizi di derauizzazione"),
issued by EURODISINFESTAZIONI S.r.1. Semplificata on December 14th, 2018 and accepted by SUN ROOF V S.r.1. on December 17th,
2018.



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	45