Exhibit 10.1

To:

Undo S.r.l.

Via Cola di Rienzo 28

00192 – Rome

Italy

Rome, 28 December 2023

Object: Share Purchase Agreement – Acceptance;

Dear Sirs,

We received your proposal of Share and Purchase Agreement including its agreed schedules, which we hereby reproduce in full duly signed, as our unconditional agreement and acceptance of all terms and conditions contained herein below subject to such terms and conditions.

Best regards,

/s/ Vincent Browne

Solis Bond Company DAC

Name:	Vincent Browne
Title:	Empowered Director

“To:

Solis Bond Company DAC

Blanchardstown Corporate Park 2,

Suite 9/10 - Plaza 212

Blanchardstown, Dublin

Ireland

Rome, 28 December 2023

Object: Share Purchase Agreement – Proposal;

Dear Sirs,

Following our recent meetings and discussions, we submit to you the following proposal of Share and Purchase Agreement including its agreed schedules.

If the below correctly sets forth the understandings and agreements among us, please return to us copy of this Proposal duly signed as your unconditional agreement and acceptance of all terms and conditions contained herein below.

Best regards,

/s/ Umberto Deodati

Undo S.r.l.

Name:	Umberto Deodati
Title:	Managing Director

* * *

This sale and purchase agreement (the “Agreement”) is entered into among:

(1)

Solis Bond Company DAC, a company incorporated under the laws of Ireland, with registered office in Blanchardstown Corporate Park 2, at Suite 9/10 Plaza 212, Blanchardstown, Dublin, Ireland, registered with the Companies’ Register of Ireland under number 679734 (the “Seller”), hereby represented by Vincent Browne in his capacity as empowered director;

- on one side

AND

(2)

Undo S.r.l., a company incorporated under the laws of Italy, with registered office in Via Cola di Rienzo 28, 00192 – Rome, Italy, registered with the Companies’ Register of Rome under number 17004581009 (the “Purchaser”), hereby represented by Umberto Deodati in his capacity as legal representative;

- on the other side

(the Seller and the Purchaser, collectively, the “Parties”).

WHEREAS

(A)

The Seller is active, amongst other things, in the renewable energy market in Italy.

(B)

The Purchaser is also a company active in the renewable energy market in Italy and is willing to invest further in the Italian renewables market.

(C)

The Seller owns the entire corporate capital of the following special purpose vehicles:

(i)

CIC Rooftop 2 S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 07553250965 (“CIC Rooftop 2”); and

(ii)

CIC RT Treviso S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 07782970961 (“CIC RT Treviso”); and

(iii)

CTS Power 2 S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 03832100162 (“CTS Power”); and

(iv)

SPV White One S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 07608340969 (“SPV White One”); and

(v)

PC-Italia-02 S.p.A., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 04173980618 (“PC-Italia-02”); and

(vi)

KKSol S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 11084421004 (“KKSol”); and

(vii)

BI.MA. S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 01722860432 (“BI.MA.”); and

(viii)

Petriolo Fotovoltaica S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 01442800551 (“Petriolo Fotovoltaica”); and

(ix)

Sant’Angelo Energia S.r.l., a company incorporated under the laws of Italy, with registered office in Via Pasquale Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 02030120444 (“Sant’Angelo Energia”); and

(x)

Solarpark Serre 1 S.r.l., a company incorporated under the laws of Italy, with registered office in Via Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 07367280968 (“Solarpark Serre”); and

(xi)

MABI S.r.l., a company incorporated under the laws of Italy, with registered office in Via Battistessa 10, 81100 – Caserta, Italy, registered at the Companies’ Register of Caserta under number 10914011001 (“MABI” and, jointly with CIC Rooftop 2, CIC RT Treviso, CTS Power, SPV White One, PC-Italia-02, KKSol, BI.MA., Petriolo Fotovoltaica, Sant’Angelo Energia and Solarpark Serre, the “Target Companies”).

(D)

The Target Companies own a portfolio of 13 photovoltaic plants in Italy, having an aggregate capacity of 10.5 MWp, as described under Annex (D) attached hereto (collectively, the “Plants”).

(E)

Prior to entering into this Agreement, the Purchaser (also through its legal, financial, accounting, technical and tax advisors) has conducted a thorough and independent due diligence investigation on the Target Companies and the Plants, through the review of the Data Room Documents (as defined below) (all of the above, the “Due Diligence”).

(F)

Therefore:

(i)

in consideration for and conditionally upon the Purchase Price having been paid in full by the Purchaser, on the Closing Date the Seller wishes to transfer the Quotas and the Quotaholders’ Loan Receivables (both as defined below) to the Purchaser, and

(ii)

on the Closing Date, the Purchaser wishes to acquire the Quotas and the Quotaholders’ Loan Receivables (both as defined below) from the Seller;

all in accordance with the terms and subject to the conditions set forth hereunder.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

DEFINITIONS AND INTERPRETATION

1.1

The following terms, when capitalized, will have the meaning attributed to them in this Clause 1.1:

1.1.1

“Accounting Principles” means the principles provided by the Italian civil code, as applicable from time to time, in respect of the preparation of financial statements (bilanci di esercizio), integrated, to the extent applicable, by the accounting principles issued by the Organismo Italiano di Contabilità as consistently applied by the Target Companies in their financial statements and as applied on a basis consistent with past practices;

1.1.2

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, directly or indirectly controlled by or under direct or indirect common control with, such Person, where “control” has the meaning given to this term in article 2359, par. 1 and 2, of the Italian civil code;

1.1.3

“Agreement” has the meaning set forth in the preamble of this Agreement;

1.1.4

“ARERA” means the Italian Regulatory Authority for Energy, Networks and Environment (Autorità di Regolazione per Energia Reti e Ambiente);

1.1.5

“Authority” means any European and/or Italian and/or international and/or foreign public body and/or any private body exercising a public power and any legislative, executive, judicial, administrative, regulatory, antitrust, tax, labour or governmental entity, office, administration, commission, court or authority, having jurisdiction over any of the Parties and/or the Target Companies and/or the Plants (e.g. the European Commission, ARERA, GME, GSE, Terna, Enel, etc.);

1.1.6

“Budrio 2 Litigation” means jointly the preliminary technical investigation procedure (accertamento tecnico preventivo) according to art 696 and art 696 bis of the Italian Code of Civil Procedure filed on 25 September 2023 by Fin – Fide S.r.l. Unipersonale before the Court of Bologna (R.G. 12099/2023) and involving PC-Italia-02 in relation to the “Budrio II” Plant andany actual or potential related litigation orjudicial proceeding before any competent Court, including the relationship with the counterparties, technical advisors or other Authorities as well as potential settlement negotiations thereto related.

1.1.7

“Business Day” means any calendar day (other than a Saturday or a Sunday) on which banking institutions are open for business in Italy and Ireland;

1.1.8

“Claim” has the meaning set forth in Clause 7.3.1;

1.1.9

“Closing” means, with respect to each Target Company, the execution of the relevant Transfer Deed and, in general, the execution and exchange of all relevant documents and agreements and the performance and consummation of relevant all obligations and transactions (including those relating to the Target Companies), respectively, required to be executed and exchanged and performed and consummated by the Parties on the Closing Date pursuant to this Agreement;

1.1.10

“Closing Date” has the meaning set forth in Clause 5.1;

1.1.11

“Conditions Precedent” has the meaning set forth in Clause 4.1;

1.1.12

“Confidential Information” has the meaning set forth in Clause 9.2.1;

1.1.13

“Damages” means any loss, damage, cost, expense, loss of profit (i.e. lucro cessante) within the meaning of article 1223 of the Italian civil code including, but not limited to, the loss of the Incentive;

1.1.14

“Data Room Documents” means all and only the documents provided by the Seller to the Purchaser for the purposes of conducting the Due Diligence on the Target Companies and the Plants, as reproduced in full on the non-rewritable USB pen drive set up by the Seller and delivered to the Purchaser on the date hereof;

1.1.15

“Date of Execution” means the date on which this Agreement is entered into;

1.1.16

“DD Assumptions” has the meaning set forth under Clause 6.1.5;

1.1.17

“Deeds of Assignment” means the deeds of assignment without recourse (pro soluto) of the Quotaholders’ Loan Receivables in the form attached hereto as Annex 1.1.17;

1.1.18

“Designee” has the meaning set forth in Clause 9.9.1;

1.1.19

“Due Diligence” has the meaning set forth in Recital (E);

1.1.20

“Encumbrances” means any diritto reale, diritto reale di godimento, diritto personale di godimento, diritto reale di garanzia, lien (vincolo), mortgage (ipoteca), pledge (pegno), option (opzione), pre-emption right (diritto di prelazione), privilege (privilegio), attachment (sequestro), quotaholders’ or board’s approval of any transfer thereof (clausola di gradimento), charge (gravame pregiudizievole), liability, transfer restriction, usufruct (usufrutto), civic use (uso civico), collective use destination constraint, or any other encumbrance, burden, restraint, title retention agreement, or other similar restriction or rights or claims of any third party (including livelli), either personal or in rem, or any agreement to create any of the foregoing;

1.1.21

“Expert” means

(i)

any of Deloitte Touche Tohmatsu, KPMG or Pricewaterhouse Coopers; or

(ii)

if any of the above does not accept to perform the services called for under this Agreement within 7 Business Days of being requested by either Party (also on behalf and in the interest of the other Party), the independent accounting expert jointly selected by the Parties; or

(iii)

if the Parties fail to agree on such election or on the terms and conditions thereof within 10 Business Days from the invitation of either Party, the independent accounting expert firm appointed, upon either Party’s request, by the President of the Ordine dei Dottori Commercialisti ed Esperti Contabili of Milan;

1.1.22

“Extraordinary Transactions Tax Returns” has the meaning set forth in Clause 6.12.1;

1.1.23

“Fire Declaration Plants”: means the following Plants (i) CIC RT 2; (ii) CIC RT Treviso; (iii) CTS Power (section 1 and 2); (iv) SPV White One; (v) Anagni, Budrio 1 and Budrio 2; and (vi) KKSol 01 for which the declaration of non-increase of the fire risks with attached the testing of the Plants built on rooftops (“Dichiarazione di non aggravio di rischio incendi con annesso collaudo degli Impianti su tetto”) has not been send on the Closing Date;

1.1.24

“GME” means Gestore dei Mercati Energetici S.p.A.;

1.1.25

“GSE” means Gestore dei Servizi Energetici S.p.A.;

1.1.26

“GSE Agreement” means the agreement entered into by the relevant Target Company and the GSE from time to time in relation to the applicable Incentive;

1.1.27

“Grid Operator” means Terna S.p.A.;

1.1.28

“Incentive” means the relevant incentive tariff applicable to the Plants;

1.1.29

“Independent Auditor” has the meaning set forth in Clause 3.2.3;

1.1.30

“Interim Period” has the meaning set forth in Clause 4.2.1;

1.1.31

“Land Agreements” means, with respect to each Target Company, the relevant agreements entered into by such Target Company for the establishment of the Land Rights over the relevant Lands, executed in notarial form (atto pubblico) or certified private deeds (scrittura privata autenticata), duly registered (registrati) and recorded (trascritti) with the competent land registry;

1.1.32

“Land Rights” means, with respect to each Plant, all ownership rights (diritti di proprietà) and surface rights (diritti di superficie) to the Lands and the easement rights (diritti di servitù) or concession rights to the Lands on which the interconnection facilities shall be located in accordance with the Permits as required and sufficient to construct, connect to the grid and operate such Plant for its authorised capacity;

1.1.33

“Lands” means, with respect to each Plant, the areas where such Plant is located;

1.1.34

“Law” means all statutes, laws, authorizations, regulations, self-executing directives, decrees, administrative acts, decisions, orders, ordinances, rules, codes, issued by any competent Authority or court at, as the case may be, foreign, EU, national and local level, to the extent applicable to the Transaction, the Parties and/or the Target Companies and/or any of the activities and transactions contemplated by this Agreement;

1.1.35

“Leakages” shall mean, with respect to the period from 1 January 2023 to the Closing Date:

(i)

any payment or distribution by a Target Company to the Seller, its Affiliates (other than another Target Company);

(ii)

any payment by any Target Company to any director, officer, employee, consultant, agent, adviser or other representative of any Target Company or of the Seller, any of its Affiliates (other than the Target Companies) of any bonus or similar payment connected with the completion of the Transaction;

(iii)

the forgiving, waiver, discount or agreement to forgive, waive or discount any amount owed by the Seller or any of its Affiliate (other than the Target Companies) to the Target Companies;

(iv)

the transfer or disposal of any asset or right by a Target Company to the Seller, its Affiliates (other than the Target Companies), unless otherwise expressly provided in this Agreement;

(v)

any cost, professional adviser fees and expenses paid or incurred by any Target Company in connection with any action and transaction contemplated by this Agreement, including due diligence costs or legal adviser fees;

(vi)

any additional cost, expense, payment, fee, liability o shortfall towards the Seller, its Affiliates or a third – party Person;

(vii)

the agreement or undertaking by any Target Company to do any of the matters set out in (i) to (v) above;

in each case, other than the Permitted Leakages. It is understood that, in the calculation of the Leakage, the Parties shall take into account any Tax deduction and/or benefit deriving from the action/transaction representing the Leakage (therefore, reducing the relevant Leakage).

It is understood that, in the calculation of the Leakage, the Parties shall take into account any Tax deduction deriving from the action/transaction representing the Leakage (therefore, reducing the relevant Leakage).

1.1.36

“Long Stop Date” means 17 January 2024;

1.1.37

“Material Adverse Change” means any event, circumstance or condition or any plurality of the same, that has (individually or in aggregate) a material and adverse effect on the business, financial conditions, liabilities, operations, results of operations, assets or properties of the Target Companies so to make them definitively unable to operate in a manner consistent with the past practice and / or lose undeniably the ability to perform their obligation under their Permits.

1.1.38

“Mortgage” means the mortgage over the areas where the LQS001 (Budrio 1), LQS002 (Budrio 2), and LQS003 (Anagni) Plants are located, which was recorded by the Italian Tax Authority for an amount of Euro 51,367.50 on 12 September 2019 against Liquid Sun 2010 S.r.l. (the previous owner of the Plants);

1.1.39

“Notice of Claim” has the meaning set forth in Clause 7.3.1;

1.1.40

“NWC” means, with respect to each Target Company, the amount in Euro of the relevant net working capital (capitale circolante netto) as of the Reference Date, calculated as the algebraic sum of:

(i)

trade receivables, net of related bad debt fund, including invoices to be issued (crediti commerciali al netto del relativo fondo svalutazione crediti, inclusivi di fatture da emettere); plus

(ii)

Tax receivables, including VAT receivables (crediti tributari); plus

(iii)

caution deposits if cashable in the six months following the relevant closing (depositi cauzionali); plusshort term prepayments and accrued income (ratei e risconti attivi scadenti entro l’esercizio successivo); minus

(iv)

trade payables, including invoices to be received and credit notes (debiti commerciali, inclusivi di fatture da ricevere e note di credito); minus

(v)

Tax payables including VAT payables (debiti tributari); minus

(vi)

payables towards social security institutions (debiti verso istituti di previdenza sociale); minus

(vii)

short term deferred income and accrued liabilities (ratei e risconti passivi entro l’esercizio successivo)

1.1.41

“Parties” has the meaning set forth in the preamble of this Agreement;

1.1.42

“Permits” means, with respect to each Plant, the environmental assessments (including environmental screening and possible environmental impact assessment), the Single Authorizations and each and all the authorizations, consents, approvals, favourable opinions, clearance, nihil obstat, ways of leave, permits, licenses, certificates included in the Single Authorizations, for the construction and operation of such Plant, the relevant technical general connection solution (Soluzione Tecnica Minima di Connessione Generale - STMG) and any further declaration, communication and filings to, and any permit however denominated by, any Authority necessary for the development, construction and operation of the Plant, the relevant interconnection lines and the other infrastructure necessary for its connection to the distribution and transmission electricity grids;

1.1.43

“Permitted Encumbrances” means the Pledge and the Mortgage;

1.1.44

“Permitted Leakages” means any Leakage listed under Annex 1.1.44 to this Agreement including any Tax detriment as a consequence of any of the matters referred to in items above;

1.1.45

“Person” means an individual, company, firm, general or limited partnership, joint venture, corporation, proprietorship, association, trust, authority or any other organization or entity, whether public or private;

1.1.46

“Plants to be Mapped” means the Plants owned by (i) Solarpark Serre; (ii) White One; (iii) MABI; (iv) KKSol; (v) CTPS Power 2.1 (Isola d. femmine, Palermo); (vi) CIC RT Treviso (Veneto); (vi) CIC RT2 (Castel Maggiore, Bologna) and (vii) Anagni PC2.

1.1.47

“Pledge” means the pledge over the Quotas in favour of Nordic Trustee AS, which acts as “bond trustee”, “security agent” and as common representative in the name and on behalf of the bondholders existing at all times pursuant to and for the purposes of article 2414-bis, third paragraph, of the Italian civil code;

1.1.48

“Purchase Price” has the meaning set forth in Clause 3.1;

1.1.49

“Purchaser” has the meaning set forth in the preamble of this Agreement;

1.1.50

“Quotaholders’ Loan Receivables” means, with respect to each Target Company, the receivables (including any interest accrued thereon) of the Seller vis-à-vis such Target Company arising out of the quotaholders’ loans granted from time to time by the Seller to such Target Company and outstanding as of the Closing Date.

1.1.51

“Quotas” means the entire corporate capital of each Target Company;

1.1.52

“Reference Date” means 31 December 2022;

1.1.53

“Reference Financial Statements” means the financial statements of the Target Companies as at the Reference Date;

1.1.54

“Seller” has the meaning set forth in the preamble of this Agreement;

1.1.55

“Seller’s Knowledge” means the actual or diligently due knowledge or awareness of the current directors (or those appointed during the Interim Period) of the Target Companies and of the Seller;

1.1.56

“Solis Receivables” means the following receivables of the Seller vis-à-vis each relevant Target Company:

(i)

Euro 54,457.70 vis-à-vis BI.MA.;

(ii)

Euro 70,062.19 vis-à-vis CIC Rooftop 2;

(iii)

Euro 96,429.53 vis-à-vis CIC RT Treviso;

(iv)

Euro 21,070.72 vis-à-vis CTS Power;

(v)

Euro 81,116.71 vis-à-vis KKSol;

(vi)

Euro 82,817.41 vis-à-vis MABI;

(vii)

Euro 283,146.23 vis-à-vis PC-Italia-02;

(viii)

Euro 285,571.36 vis-à-vis Petriolo Fotovoltaica;

(ix)

Euro 93,732.36 vis-à-vis Sant’Angelo Energia;

(x)

Euro 53,346.24 vis-à-vis SPV White One;

1.1.57

“Target Companies” has the meaning set forth in Recital (C)(ii);

1.1.58

“Tax” or “Taxes” means any Italian or foreign federal, state or local tax, including but not limited to 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;

1.1.59

“Tax Returns” has the meaning set forth in Clause 6.12.1;

1.1.60

“Third Party Claim” has the meaning set forth in Clause 7.4.1;

1.1.61

“Transaction” has the meaning set forth in Clause 2.1;

1.1.62

“Transfer Deed” means, with respect to the Target Companies, the deed of transfer to be executed on the Closing Date by the Parties before an Italian Notary Public for the sole purposes of article 2470 of the Italian civil code, so to vest the Purchaser with full ownership of the Quotas;

1.2

For the purposes of this Agreement:

1.2.1

the headings are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer;

1.2.2

references to Clauses, Recitals and Annexes shall refer to articles of, recitals of and annexes to this Agreement;

1.2.3

the Recitals and Annexes are an integral and substantial part of this Agreement, provided that in case of any discrepancies and/or inconsistencies between the provisions of the Annexes and the provisions of the main body of this Agreement, the latter shall prevail;

1.2.4

the obligation of a Party to use its best effort to achieve an objective shall be construed as a means obligation (obbligazione di mezzi) and not as an absolute obligation to ensure that a given objective is actually achieved (obbligazione di risultato);

1.2.5

the words “cause” or “procure that” (or any similar expressions) and, in general, any reference to actions to be taken (or not taken) by a Person that is not a Party to this Agreement shall be construed as a promessa dell’obbligazione o del fatto del terzo in accordance with article 1381 of the Italian civil code;

1.2.6

references to the singular include the plural and vice versa;

1.2.7

words such as “herein”, “hereof”, “hereunder”, “here”, “hereinafter” and other words with similar meanings, when used in this Agreement, refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires;

1.2.8

the word “including”, and any variation thereof, means “including without limitation” and shall not be construed to limit any general statement to the specific or similar items or matters following it;

1.2.9

the words “fairly disclosed” mean, with respect to any matter, the disclosure of a fact, event, circumstance or information mentioned in the Data Room Documents in such a manner clear so as to enable a skilled investor in the renewable energy market in Italy as the Purchaser (along with its professional advisers) to reasonably identify scope and impact of such fact or information over the Transaction;

1.2.10

the governing language of this Agreement is English. Except as otherwise required by the Law, all notices, correspondence, information, and other documents required under this Agreement shall be in the English language. However, where in this Agreement an Italian term is given in italics or in italics in brackets after an English term and there is any inconsistency between the Italian and the English, the meaning of the Italian term shall prevail;

1.2.11

the Parties have participated jointly in the negotiation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favouring or disfavouring any Party by virtue of the authorship of any provisions of this Agreement.

THE TRANSACTION

2.1

In accordance with the terms and subject to the conditions set forth in this Agreement:

2.1.1

in consideration for and conditionally upon the Purchase Price having been paid in full by the Purchaser in favour of the Seller, the Seller shall transfer the Quotas and the Quotaholders’ Loan Receivables to the Purchaser; and

2.1.2

the Purchaser shall acquire the Quotas and the Quotaholders’ Loan Receivables against the payment of the Purchase Price in favour of the Seller;

remaining understood that for the purposes of this Agreement both the sale and purchase of the Quotas as well as the Quotaholders’ Loan Receivables (and of all related actions, deliveries, executions, productions and transactions constituting the Closing, as defined below) shall be deemed as a sole, single and unique transaction so that, at the option of the Party having an interest in the carrying out of the specific action or transaction, no action or transaction shall be deemed to have taken place unless and until all other actions and transactions constituting Closing shall have taken place as provided under this Agreement (hereinafter the “Transaction”).

PURCHASE PRICE and RELATED PROVISIONS

3.1

Without prejudice to Clauses 3.2, 3.3 and 3.4, the amount to be paid by the Purchaser as consideration for the transfer of the Quotas and the Quotaholders’ Loan Receivables is equal to Euro 17,700,000 (the “Purchase Price”), to be paid by wire transfer in immediately available funds to the following bank account:

Account of: Nordic Trustee Services AS on behalf of Solis Bond Company DAC

SWIFT: [*]

IBAN: [*]

Bank:

[*]

Address: [*]

Reference: Settlement of Italian assets

3.2

Payment terms

3.2.1

The Purchase Price shall be paid by the Purchaser as follows:

(i)

an amount equal to the Quotaholders’ Loan Receivables outstanding as at the Closing Date (including any interest accrued thereon) shall be paid in favour of the Seller on the Closing Date as immediately available funds, in accordance with Clause 9.7, as consideration for the transfer of the Quotaholders’ Loan Receivables; and

(ii)

the balance shall be paid in favour of the Seller on the Closing Date as immediately available funds, in accordance with Clause 9.7 as consideration for the purchase of the Quotas,

it being understood that the Purchaser shall be entitled to retain an amount of the Purchase Price equal to Euro 100,000 in light of the pending Budrio 2 Litigation (the “Budrio 2 Litigation Retention”), a portion of which may be paid by the Purchaser in favour of the Seller in accordance with the terms and conditions set forth under Clause 5.3 below.

3.3

Locked box

3.3.1

The Quotas shall be transferred, with all rights and entitlements relating thereto and enjoyment as from 1 January 2023.

3.3.2

The Seller hereby undertakes to notify the Purchaser in writing, prior to Closing, of the occurrence of any Leakages and the amount of such Leakages. The Parties agree that the amount of any Leakages so notified by the Seller shall be deducted from the Purchase Price. The Purchaser shall have the right to challenge the determination of the Leakages notified by the Seller only after Closing, in accordance with Clause 3.3.3.

3.3.3

The Purchaser will have 7 (seven) months after the Closing Date to verify the Seller’s compliance with Clause 3.3.2 and to provide the Seller with its request for the repayment of the relevant Leakages, if any, along with its calculation of the relevant amount and supporting documentation (the “Purchaser’s Notice”). In the absence of a Purchaser’s Notice within said term, the Purchaser shall no longer enjoy any rights in respect of any Leakage. The Seller shall pay the amounts requested by the Purchaser in the Purchaser’s Notice within 30 (thirty) Business Days from its receipt unless the Seller rejects the Purchaser’s Notice.

3.3.4

If the Seller rejects the Purchaser’s Notice, during a period of 20 (twenty) Business Days following the receipt of such notice the Parties will attempt to resolve any differences which they may have. If, at the end of such period, the Parties fail to reach an agreement in writing with respect to any matter, then all the disputed items will be submitted to the Expert, in accordance with the following procedure:

(i)

the Expert will: (i) act as a technical expert (“perito contrattuale”) and not as an arbitrator (“arbitratore”); (ii) render its determination within 20 (twenty) Business Days of its acceptance of the appointment; and (iii) determine the amount of any Leakage in accordance with the terms of this Agreement;

(ii)

any examination or discussion with the Expert may take place only in the presence of both Parties (or the advisors of the Parties);

(iii)

the Parties will cooperate with the Expert and make available all the information, data and documents required by it for the purpose of rendering its determination;

(iv)

the Expert will have reasonable access to any information which it may deem necessary or appropriate for the purposes of its determination under this Clause;

(v)

the determination rendered by the Expert shall be given on the basis of the calculation rules set forth in this Agreement, and shall be binding upon the Parties except in the event of a mathematical error; and

(vi)

the costs for the services rendered by the Expert will follow the decision of the Expert.

3.3.5

If the Expert determines the existence of any Leakage which was not notified to the Purchaser pursuant to Clause 3.3.2, the Seller shall pay the relevant amount to the Purchaser within 30 (thirty) Business Days of receipt of the Expert’s determination.

3.3.6

Any payment by the Seller pursuant to this Clause 3.3 shall be considered as an adjustment of the Purchase Price.

3.4

NWC adjustment

3.4.1

The Purchase Price has been determined on the assumption that, as of the Reference Date, the NWC of the Target Companies is equal to zero. Should the NWC of the Target Companies at the Reference Date be detected as different from zero, any such discrepancy shall be deducted from or added to the Purchase Price.

3.4.2

For the purposes of the payment of the Purchase Price to be made at Closing pursuant to Clause 3.2, the Seller agreed with the Purchaser that the NWC of the Target Companies as of the Reference Date is equal to the amounts listed under Annex 3.4.2. In this respect, the Parties agree that, by the Closing Date, their respective advisors shall meet in order to calculate the actual NWC of the Target Companies as of the Reference Date to be taken into account for the payment of the Purchase Price at Closing, which will be determined in good faith by the Purchaser and notified to the Seller at least 3 (three) Business Days prior to the Closing Date.

3.4.3

In the event that the Seller objects to the determination of the NWC of the Target Companies as of the Reference Date made by the Purchaser pursuant to Clause 3.4.2, then Clauses 3.3.4, 3.3.5, and 3.3.6 shall apply mutatis mutandis and the Closing shall be postponed until a final calculation is determined, if the Seller requests to do so to the Purchaser.

3.5

No other adjustments

Without prejudice to Clauses 3.2, 3.3 and 3.4, the Purchase Price shall not be subject to any reduction, adjustment, amendment and/or revision whatsoever, and shall be final and binding upon the Parties. The Purchaser hereby also waives its right to terminate this Agreement pursuant to article 1467 of the Italian civil code.

CONDITIONS PRECEDENT; INTERIM PERIOD

4.1

Conditions Precedent

4.1.1

The Parties’ respective obligations to proceed with the Closing shall be deemed conditional on the satisfaction (or waiver in writing in accordance with Clause 4.1.3) of the following Conditions Precedent by the Long Stop Date:

(i)

the obtainment of the written consent by Nordic Trustee AS, as common representative of the relevant bondholders, in respect of the consummation of the Transaction;

(ii)

with reference to the Plant owned by MABI, evidence of the occurred transformer replacement, following the connection of the Plant to the grid;

(iii)

the obtainment by the Purchaser, at its own cost, of the update of the notarial preliminary report to be drafted by Notary Public Gianluca Sbardella confirming the absence of any kind of Encumbrances over the Lands;

(iv)

the non-occurrence of any Material Adverse Change during the Interim Period.

4.1.2

The Seller shall use its best efforts to timely procure the satisfaction of the Conditions Precedent by the Long Stop Date.

4.1.3

The Conditions Precedent shall be deemed in the interest of the Purchaser only and, as such, may be waived by the Long Stop Date exclusively by the Purchaser.

4.1.4

In the event that the Conditions Precedent are not satisfied (or waived in writing in accordance with Clause 4.1.3) by the Long Stop Date, this Agreement shall be automatically terminated without any liability of either Party to the other, except for what provided under Article 1358 of the Civil Code and without prejudice to each Party’s right to claim compensation for Damages as a result of the other Party’s failure to discharge the obligations hereunder. Upon termination of the Agreement, the Parties shall not be bound to perform the deeds and actions necessary for the consummation of the Transaction and shall be discharged from any obligations hereunder, provided however that the provisions of Clauses 9.1, 9.2, 9.8 and 10, shall survive any termination hereof.

4.2

Interim Period

4.2.1

During the period from the Date of Execution through the Closing Date (the “Interim Period”), except (i) as contemplated by this Agreement, (ii) as required to comply with the Law, (iii) as required to comply with any contractual requirements binding the Target Companies (remaining understood that, in such cases, the Purchaser shall be promptly informed), (iv) as required to operate the Target Companies in the ordinary course of business, or (iv) with the prior written consent of Purchaser (which shall not be unreasonably withheld or delayed and shall however be considered granted if the Purchaser does not reply in writing within either 10 (ten) Business Days from the receipt of the relevant written request from the Seller, or the shorter term within which the Purchaser must reply to prevent the Target Companies from suffering or incurring in any imminent damages, losses or liabilities), the Seller shall procure the Target Companies to be operated only in the ordinary course of business and, in such context, not to make any of the following actions:

(i)

hire any employee or personnel, not even on a temporary basis and not enter into any consultancy or similar agreement;

(ii)

resolve upon, or anyhow implement, any distribution of profits including by way of payment of any dividends or reserves, whether in cash or otherwise or reduction of capital with refund of contributions or any other similar mechanism which implies the refund of contributions or remuneration of funds invested by the Seller;

(iii)

amend their by-laws

(iv)

issue or grant any options, warrants or other rights to purchase or subscribe for newly issued participation or shares;

(v)

enter into a new agreement as, for mere example only financing agreements, joint venture, partnership, consortium, association, or profit-sharing arrangement or amend any existing agreement having a value higher than Euro 10,000,00 per year;

(vi)

grant financing, create Encumbrances on any Target Company’s own rights, assets or properties or issue any guarantee in favour of any third party;

(vii)

change the application of the Accounting Principles;

(viii)

sale, transfer or dismiss all or part of the Plants and/or any of the Target Companies’ assets;

(ix)

acquire any shareholding or participation in the equity of any company or acquire or lease any business or going concern (or branch thereof);

(x)

resolve to increase or reduce the corporate capital of the Target Companies or perform any other change in its capital structure, paid dividend or reserves save for what provided under this Agreement;

(xi)

perform any extraordinary transactions (including, without limitation, purchase or sale of interest, business or branch of business, subscription, contribution, merger or demerger, etc.);

(xii)

commence or settle any cases of litigation, either before court or an arbitration tribunal;

(xiii)

omit to pay its debts when overdue or cash its credits when due and collectable;

(xiv)

cancel or waive any material right, credit or claim;

(xv)

grant powers of attorney to any third party, except for those granted in connection with the Transaction.

(xvi)

agree or undertake to do any of the foregoing.

4.2.2

In any event, nothing contained in this Clause 4.2 and/or in this Agreement shall oblige the Seller to:

(i)

contravene any Law and/or any Authority’s order or decision, including any Law or Authority’s order or decision relating to competition, employment, or privacy matters;

(ii)

adversely affect the ability of the Seller to perform its obligations under this Agreement; and/or

(iii)

adversely affect the business of the Target Company and/or its ability to continue to manage its business,

it being further understood that in no event shall the Seller be prevented from procuring the Target Companies to take any action which is necessary and/or expedient to preserve the assets of the Target Companies and their good working conditions and that the activities carried out in the ordinary course of business mentioned in Clause 4.2.1 will not, under any circumstance, adversely affect the Target Companies’ business.

4.2.3

During the Interim Period, the Seller undertakes to promptly inform the Purchaser, in good faith, of any fact, act or circumstance which became known to the Seller after the Date of Execution, with respect to the transaction contemplated by this Agreement.

CLOSING AND POST-CLOSING

5.1

Closing Date

Subject to the satisfaction (or waiver in writing in accordance with Clause 4.1.3) of the Conditions Precedent by the Long Stop Date, the Closing shall be held within the following 15 (fifteen) Business Days before an Italian Notary Public to be designated by the Purchaser (the “Closing Date”).

5.2

Deliveries at Closing

5.2.1

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:

(i)

the Purchaser shall pay to the Seller the relevant portions of the Purchase Price pursuant to Clauses 3.2.1(i) and 3.2.1(ii);

(ii)

the Seller and the Purchaser shall execute the Transfer Deed for the purposes of transferring the Quotas to the Purchaser;

(iii)

the Seller shall (i) deliver to the Purchaser a confirmation letter confirming the non-occurrence of Material Adverse Changes on the Closing Date and (ii) cause Nordic Trustee AS to execute and sign any deed, contract, or document, also in notarial form, necessary to release and cancel the Pledge;

(iv)

the Seller shall deliver to the Purchaser the resignation of the management body of each Target Company, as well as the resignation of the supervisory body (“organo di controllo”) of PC-Italia-02, including a confirmation in writing that they do not to have any claim vis-à-vis such Target Company;

(v)

the Seller shall procure each Target Company to hold a quotaholders’ meeting to favourably resolve upon (a) the acceptance of the resignation of the relevant resigning management body and, with particular regard to PC-Italia-02, of the relevant resigning supervisory body (“organo di controllo”) as well, (b) the ratification of the activity carried out by the relevant resigning directors and, with particular regard to PC-Italia-02, also by the relevant statutory auditors, up to the Closing Date, and the waiver of any action or claim (including with reference to article 2476 of the Italian civil code), except in case of their gross negligence (colpa grave) or wilful misconduct (dolo), (c) the appointment of the new management body for each Target Company, as well as of the supervisory body (“organo di controllo”) for PC-Italia-02, to be designated by the Purchaser, (d) the adoption of the relevant new by-laws;

(vi)

the Purchaser shall deliver to each resigning director and statutory auditor of the Target Companies a release and hold-harmless letter substantially in the form detailed in Annex 5.2.1(vi);

(vii)

to the extent not already carried out before Closing, the Seller shall cause the Target Companies to revoke any power of attorney, or any other similar delegation of authority granted to any individuals prior to the Closing Date;

(viii)

the Parties shall execute the Deeds of Assignment and deliver each and all documents and deeds necessary, pursuant to the applicable Law, to implement the assignment of the Outstanding Quotaholder Loans;

(ix)

the Parties shall execute a deed of assignment with respect to each of the Solis Receivables vis-à-vis each relevant Target Companies and a deed of assignment of debt (accollo) with respect to the debt of the Seller vis-à-vis Solarpark Serre for an amount equal to Euro 183,066.87;

(x)

the Seller shall procure that each of the relevant Target Companies, as assignor, and AEG JD 03 Limited, as assignee, execute a deed of assignment of the credits of the relevant Target Companies and PC Italia 03 Srl assigns his credit of Euro 5,000.00 to Sant’Angelo (which shall be set-off for the same amount from the credit that PC Italia 03 has vis-à-vis Sant’Angelo) as listed under Annex 5.2.1(x);

(xi)

the Seller shall provide written evidence of the mutual termination effective from 31 January 2024, with no additional costs on charge of the Target Companies except for the consideration due in relation to the months of December 2023 and January 2024, of all operational, maintenance and service agreements entered into between the Target Companies and UPER Energy Italia S.r.l.;

(xii)

the Seller shall deliver to the Purchaser all the documentation of the Target Companies, including (a) the mandatory corporate books, records and documents relating to the Target Companies, including all compulsory accounting records and books pursuant to articles 14 and 22 of the Presidential Decree no. 600/1973 and article 2214 of the Italian civil code and the copies of the Tax Returns of the Target Companies together with the relevant filing receipt by the tax Authorities, and any document, deed, agreement and information relating to the Target Companies duly updated according to the applicable Law, (b) the relevant certified e-mail account (PEC) credentials, all the credentials for access to web portals, and (c) copy of the insurance policies in place with regards to the Plants and (d) all other records and original copy of the documents regarding the Target Companies and the Plants, remaining understood that the Seller may deliver part of such documentation also within and no later than 12 January 2024; and

(xiii)

the Parties shall execute and deliver such other agreements, instruments or documents as may be necessary under the Law or this Agreement to consummate the Transaction.

5.2.2

The actions and transactions constituting the Closing pursuant to Clause 5.2.1 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 such 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. At the option of the non-defaulting Party any and all actions and transactions performed by the defaulting Party in light of the Closing shall be unwound and reversed back so as to reconstitute the original status quo. 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. The Parties acknowledge the essential nature of this provision.

5.2.3

Performance of the Closing, including execution of the Transfer Deed, shall not affect, be deemed a waiver of or to, amend or novate (avere effetto novativo), the provisions of this Agreement and/or any rights and obligations of the Parties under this Agreement, which shall remain effective as stated herein also after the Closing.

5.3

Handling of the Budrio 2 Litigation

5.3.1

Without prejudice to the above, and by way of derogation to Clause 7.4 below, the Parties further agree that, even after the Closing Date, the Seller shall assume, at its own cost and expense, the legal action/defense of PC-Italia-02 in connection with the Budrio 2 Litigation, it being understood that (A) the Purchaser shall procure that PC-Italia-02 entrusts with such legal defense the counsel(s) chosen by the Seller and fully cooperates with the same counsel(s); (B) the Purchaser, at its own cost and expense, may participate in, but shall not control, the position of PC-Italia-02 in the context of the Budrio 2 Litigation, with counsels of its own; (C) the Purchaser will cooperate in any manner with the Seller including by making available (and by procuring that PC-Italia-02 makes available) any evidence within its control, directly or indirectly; and (D) should any amount be paid in favour of PC-Italia-02 and/or the Purchaser as reimbursement for legal costs and expenses borne, the Purchaser shall procure that any such amount is paid to the Seller.

5.3.2

The Parties agree that, should the final decision of the Budrio 2 Litigation by the competent Court, or the final settlement of the Budrio 2 Litigation by virtue of an agreement between the involved parties, lead to PC-Italia-02’s obligation to perform any kind of renovation or remedial work over the relevant Land or involving the LQS002 – Budrio 2 Plant, the Seller shall provide the Purchaser with a contractor’s quotation (which contractor shall be pre-approved by the Purchaser) for the relevant works within the following 30 (thirty) days from the earlier of (i) the final decision of the Budrio 2 Litigation or (ii) the final settlement among PC Italia 02 and the owner of the building where LQS002 – Budrio 2 Plant has been built.

5.3.3

However, if the Seller fails to comply with its obligations pursuant to Clause 5.3.2 above, the Purchaser will be entitled to provide the Seller with the quotation of its own contractor, which the Seller shall have to accept, even if above the Budrio 2 Litigation Retention.

5.3.4

Any work performed by the relevant contractor in accordance with the quotation determined pursuant to Clause 5.3.2 or 5.3.3 above shall be carried out under the control and full and exclusive responsibility of the Seller, which shall provide the Purchaser with periodic updates as to the status of the relevant works.

5.3.5

In case the amount of costs and expenses determined pursuant to Clause 5.3.2 or 5.3.3 and effectively invoiced by the relevant contractor is lower than the Budrio 2 Litigation Retention, the difference shall be paid from the Purchaser to the Seller, within 5 Business Days from the confirmation by the relevant contractor that the relevant works have been completed. On the contrary, in case the amount of costs and expenses determined pursuant to Clause 5.3.2 or 5.3.3 and effectively invoiced by the relevant contractor exceeds the Budrio 2 Litigation Retention, the exceeding amount shall be borne by the Seller on a “euro for euro” basis and not be to subject to the qualification and limitation set forth under Clause 6.1.5 as well as to the restrictions and limitations set forth under Clause 7.2.4, 7.2.5 and 7.2.6.

5.4

Additional Post Closing Activities to be completed by or under responsibility of the Seller

It remains understood between the Parties that following the Closing, the Seller shall be liable and bear the costs related to the completion of the following activities, to be performed as follows (“Post Closing Activities”):

(i)

in relation to the deletion of the Pledge, Seller shall complete – and procure any involved entity or professional to complete – any activity related to the registration of the Pledge deletion deed into the Italian Companies’ Register and its effectiveness under Italian law;

(ii)

in relation to the Plants to be Mapped, Purchaser will provide Seller with a quotation of a third-party supplier for the performance of the modules mapping activities, to be provided not earlier than the second half of January 2024. Within the following 7 (seven) Business Days, the Seller will be entitled to – alternatively – confirm the quotation or reject it, by submitting within the above-mentioned term a better quotation having the same object. The first choice for the Parties will be to have such mapping performed exclusively with drones and, only in case this is not feasible, then proceed with the removal of the relevant modules from the roof and reinstalling them just after the mapping. Further, shall the mapping activities highlight the need of additional interventions (such as – as mere example only – modules replacement or additional activities due to the lack of certificates or due to the lack of disposal certificates), so the Purchaser will be entitled to provide the Seller with a quotation of a third party supplier for the relevant activities and the Seller, within the following 7 (seven) Business Days, will be entitled to, alternatively, accept the quotation or reject it, by providing the Purchaser with a quotation of a different supplier having the same activities’ description;

(iii)

in relation to the Plants (a) Budrio 1 and Budrio 2; (b) CTS Power 2.1 and 2.2.; (c) Petriolo and (d) BIMA, following the completion of the document access (procedura di accesso agli atti) procedure to the relevant competent Authority for the issuance of the permitting, shall the need of any kind of activity, intervention, work or compliance activity arise, so every reasonable related cost will be borne by the Seller and the quotation procedure mentioned under point (ii) above will apply mutatis mutandis;

(iv)

in relation to the Fire Declaration Plants, for the purpose of the submission of such declaration, shall the need of additional works on the Plants occur, so the related costs will be entirely borne by the Seller, subject to the procedure mentioned under point (i) above that will apply mutatis mutandis,

remaining understood that any potential liability of the Seller related to the Post Closing Activities shall be deemed as falling under the definition of Critical Issues mentioned at Clause 7.2.8 below and, therefore, shall not be subject to the qualification and limitation set forth under Clause 6.1.5 as well as to the restrictions and limitations set forth under Clause 7.2.4, 7.2.5 and 7.2.6.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

6.1

General

	6.1.1	Other than those expressly and specifically made or given in this Clause 6, the Seller does not, directly or indirectly, make any representations or give any warranties with reference to the Quotas, the Target Companies and/or the Plants, and, more in general, any other matter relating to the Transaction. Therefore, the representations and warranties of the Seller expressly and specifically contained in this Clause 6 are in lieu of all other representations and warranties however provided under the Law or otherwise and constitute all of the representations and warranties made for the benefit of the Purchaser in connection with the Transaction, the Target Companies, the Plants, (or any subsets thereof), the Quotas, the relevant assets, liabilities, and businesses. If two representations and warranties of the Seller may appear to cover the same subject matter, only the more specific representations and warranties of the Seller (and no other representations and warranties of the Seller) shall apply.

6.1.2

The Parties acknowledge and agree that the representations and warranties under this Clause 6 (and the relevant indemnification obligations under Clause 7) are independent and autonomous warranties of the Seller to which, as such, the limitations under articles from 1482 through 1497 of the Italian civil code shall not apply.

6.1.3

The Seller represents and warrants to the Purchaser that each of the representations and warranties under this Clause 6 is true, correct, accurate and not misleading as of the Date of Execution and shall be true, correct, accurate and not misleading as of the Closing Date, as applicable (except for those representations and warranties that are given as of a specific date, which shall be true, correct, accurate and not misleading as of such date only, regardless of whether they are true, correct, accurate and not misleading at any other time).

6.1.4

Subject to the DD Assumptions, the representations and warranties under this Clause 6 shall be deemed as qualified by those facts and circumstances fairly disclosed in the Data Room Documents and/or this Agreement and its Annexes as of the Date of Execution and, accordingly, the Seller shall have no liability vis-à-vis the Purchaser under Clause 7 in respect of any matter that has been fairly disclosed in the Data Room Documents.

6.1.5

The rights and remedies of the Purchaser in respect of each of the Seller’s representations and warranties under this Agreement shall be qualified and limited by the Data Room Documents provided that the information therein included, facts, matters or circumstances which could be expected to give rise to a Claim are fairly disclosed by the Seller, being understood that: (i) the Due Diligence performed by the Purchaser does not imply that all the information provided are per se immediately and reasonably sufficient for a skilled investor in the renewable energy market or its professional advisers to identify a reason for a potential Claim and, therefore, such information may trigger Seller’s potential liability and indemnification obligations; and (ii) only Data Room Documents that are ictu oculi evident and therefore sufficient for a skilled investor in the renewable energy market and its professional advisers to gain knowledge of such information will qualify and limit Seller’s representations and warranties (point (i) and (ii) hereinafter jointly the “DD Assumptions”).

6.1.6

By way of derogation from Clause 6.1.5 above, it remains understood between the Parties that every Critical Issues (as defined below) and related fact, event or circumstance giving rise to an indemnification obligation under the Agreement, shall be deemed as expressly exempted from the above-mentioned Data Room Documents qualifications and limitations and, therefore, shall trigger full and unlimited liability of the Seller, in accordance with Clause 7.1 below and without the application of the restrictions and limitations set forth under Clause 7.2.4, 7.2.5 and 7.2.6.

6.2

Incorporation and existence of the Seller

6.2.1

The Seller is a company duly organized, validly existing, duly registered and in good standing under the Laws of Ireland.

6.2.2

The Seller:

(i)

is not involved in any proceedings for its dissolution (liquidazione), nor has it passed any resolution for its voluntary winding up (scioglimento);

(ii)

is not insolvent or subject to any bankruptcy or insolvency proceeding nor has it ever filed any application for admittance to any bankruptcy or insolvency procedure or similar proceedings;

(iii)

is not involved in any civil, criminal, arbitration, administrative, claim, action, suit or other proceedings pending before any court, governmental, administrative, agency, authority or arbitration tribunal that may affect, in any manner, the Target Companies and/or the Plants and the Seller is not aware of any facts or circumstance which may give rise to any such proceedings by or against it.

6.2.3

No voluntary arrangement, compromise or similar arrangement with creditors has been proposed, agreed or sanctioned in respect of the Sellers.

6.3

Authority, Consents, No Conflicts, Validity

6.3.1

Except as provided for under Clause 4.1.1(i), the Seller has full legal right, power, and authority to enter into this Agreement and the other documents to be executed pursuant to this Agreement and to perform the Transaction provided for herein and this Agreement without the necessity for the Seller of obtaining any prior consent, approval, or authorization.

6.3.2

The execution and delivery of this Agreement and the completion of the Transaction provided for hereunder do not (i) violate the Seller’s by-laws, (ii) constitute a breach by the Seller or give rise to a right of termination, cancellation, acceleration or amendments of any contract or other commitment undertaken by it, (iii) violate any judgement, order, injunction, award, decree, or Law, that could jeopardize the validity, enforceability or performance of this Agreement, or the Seller’s articles of association or by-laws, nor will result in the creation or imposition of any Encumbrances on the Quotas.

6.3.3

This Agreement, as well as any other document to be executed by the Seller pursuant to this Agreement, shall be duly executed by the Seller and will constitute legitimate, valid and binding obligations of the Seller, enforceable against it in accordance with their terms and conditions.

6.4

No Brokers

6.4.1

There is no Person that is entitled to a finder’s fee or any type of brokerage commission from the Purchaser and/or the Target Companies in relation to, or in connection with, the transactions contemplated herein as a result of any agreement or understanding with the Seller, nor has the Seller had any dealings related to the transactions contemplated herein with any Person that may claim a brokerage or other commission from the Purchaser or the Target Companies.

6.5

Incorporation and good standing of the Target Companies

6.5.1

Each Target Company is a company duly organized and validly existing in good standing under the laws of Italy.

6.5.2

No Target Company is insolvent or subject to any insolvency, bankruptcy or liquidation proceedings, reorganization, and it has neither filed any application for admittance to any bankruptcy or insolvency procedure or similar proceedings, nor it has passed any resolution for its voluntary winding up, nor it is incurred in any of the circumstances provided under articles 2482-bis and 2482-ter of the Italian civil code. No voluntary arrangement, compromise or similar arrangements with creditors has been proposed, agreed or sanctioned in respect of any Target Company.

6.6

Target Companies corporate capital and Quota

6.6.1

The entire corporate capital of each Target Company is duly authorized, validly issued, fully subscribed and paid-in and the Seller is the sole and exclusive registered owner of the Target Company, with good and valid title thereto.

6.6.2

Except for the Permitted Encumbrances, there are no Encumbrances on the Quotas and there are no options, warrants or conversion, exchange, subscription or pre-emption rights or other agreements, contracts or commitments of any kind, or outstanding resolutions of the relevant corporate bodies obligating the Seller to issue to any third party quotas, options, warrants or other securities, or entitling any other Person to purchase or exercise the voting rights or other rights of control in respect of the Quotas.

6.6.3

At the Closing Date, the Purchaser shall be the sole owner of the Quotas free from any Encumbrances.

6.6.4

At the Closing Date, the Quotas are transferred with all rights and entitlements relating thereto, including the right to collect dividends and other distributions payable at any time after the Closing Date.

6.7

No conflict

6.7.1

The execution and delivery of this Agreement and the completion of the Transaction do not conflict with, or result in the breach of, or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any agreement or instrument to which any Target Company is bound, or violate any judgement, order, injunction, award, decree or Law applicable to the relevant Target Company or violate the articles of incorporation or the by-laws of the relevant Target Company.

6.8

Financial Statements and accounting

6.8.1

The Reference Financial Statements have been prepared in accordance with the Law and the Accounting Principles, and they present a true and fair view, in accordance with such Accounting Principles, of the assets, liabilities, quotaholders’ equity and financial position of each of the Target Companies as at the Reference Date.

6.8.2

The Target Companies’ accounting books and records are up-to-date and have been kept in compliance with the Accounting Principles and the Law.

6.8.3

The accounting records and mandatory books of the Target Companies have been kept up to date, in compliance with the Accounting Principles and the Law. All the corporate procedures and actions reflected therein have been conducted or taken in compliance with the Law and the relevant documents of incorporation. All filings and registrations required by Law to be filed or delivered by the Target Companies have been filed and/or delivered and, in case such filings and registrations have not been timely filed and/or delivered (including any applicable extension period), any related charge, fine and/or liability has been fully paid and/or discharged.

6.8.4

Each transaction to be registered in the books and records of the Target Companies pursuant to the Accounting Principles and/or the Law has been and will be recorded in the relevant books and records 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 complete and accurate in all material respects.

6.9

Finance Documents

6.9.1

None of the Target Companies entered into any financial lease agreement, loan agreement, hedging agreement, or other hedging transaction.

6.9.2

Except for the Permitted Encumbrances, none of the Target Companies has created or granted any security interest or guarantee, and no security interests or guarantees have been created or granted by third parties in the interest of the Target Companies.

6.10

Plants; Lands; Permits; Incentives

6.10.1

Each Target Company is the sole and legitimate owner of the relevant Plant(s) and it holds the relevant Land Rights, which have been obtained in compliance with the Laws and are valid, effective and enforceable.

6.10.2

The Target Companies duly and legally hold and enjoy the rights deriving from the Land Agreements for a duration equal to at least the entire duration of the applicable Incentive and have always complied with the provisions set forth under the same.

6.10.3

The Land Agreements, where necessary, are duly registered (trascritti) in the public registries and there is continuity of transcriptions (continuità delle trascrizioni) and absence of prejudicial registrations (assenza di trascrizioni pregiudizievoli) and any third Person’s right, except for the Permitted Encumbrances.

6.10.4

The Land Agreements are valid and effective according to their terms and conditions and entitle the relevant Target Companies to own, occupy or use the land where the Plants are located in compliance with Laws and Regulations.

6.10.5

Neither the Target Companies nor the Seller have entered into any contract, agreement, or convention of any kind, preliminary or definitive, for the transfer of Land Rights or any part thereof to third parties.

6.10.6

The areas where the Plants are located are free from any registered Encumbrance which may negatively affect, limit or prejudice, the operation or the management of the Plants except for the Permitted Encumbrances.

6.10.7

The Target Companies have not received any written notice of any withdrawal, revocation, termination, or invalidity of the Land Agreements, nor the Seller is aware of any.

6.10.8

To the Seller’s Knowledge, no claims have been notified in writing by any third party or Authority to the Target Companies in relation to the Permits and the Land Rights, which are outstanding as at the Date of Execution.

6.10.9

All considerations due under the Land Agreements have been paid and there are no pending disputes in this regard.

6.10.10

The Target Companies are the sole and legitimate titleholders of all Permits, which, are all those required, under any applicable Law and Authorities’ orders and prescriptions, to construct, operate and maintain the Plants (and any portion thereof, including any connection structure not belonging to the Grid Operator). All the prescriptions provided by the Authorities with the Permits have been fulfilled.

6.10.11

All the variations occurred to the Plants, including those related to the installed and incentivized power capacity of the Plants have been duly authorized by the relevant Authority. There are no circumstances related to such variations which is expected to lead to the forfeiture/reduction of the Incentives granted by the GSE.

6.10.12

The Permits are valid, effective and enforceable, they have been legally obtained in compliance with the applicable Law, and they are all permits and authorizations required by applicable Law to operate the Plants, considering the specific characters, type of surface, surface extension and integration (if any) of each Plant. All obligations and prescriptions set out under the Permits have been duly fulfilled by the Target Companies and there has never been any dispute or claim by any Authority on such compliance and/or fulfilment.

6.10.13

Any filing, application, notice, request, fulfillment (including, but not limited to the updating of the fulfillment requested by the fire prevention Law), obligations, delivery, payment and/or act provided by or related to any of the Permits have been duly and timely performed (including, without limitation, the delivery of any bond or guarantee required under any Authorizations and Permits).

6.10.14

There are no constraints burdening the areas of the interconnection works in which the Plant is located which may have a prejudicial impact on the Permits.

6.10.15

All the seismic fulfilments provided under the Law in relation to the Plants, if applicable, have been duly met and there is no circumstance that may have impact on the Permits nor cause any fines.

6.10.16

All the adjustments provided by ARERA resolutions nn. 84/2012/R/eel, 421/2014/R/eel, 595/2014/R/eel and 786/2016/R/eel have been performed and completed in accordance to the Law.

6.10.17

The power capacity installed and incentivized by the GSE of the Plants is fully compliant with the Permits or represents a variation within and not exceeding 1% therefrom, and there are no circumstances related to such power capacity which will lead to the forfeiture/reduction of the Incentives.

6.10.18

No Authority has raised objections or challenges against any of the Permits, the erection and/or operation of the Plants, imposed requirements or orders or issued any other notification which hinders the erection or the operation of the Plants.

6.10.19

No Person has brought any civil, administrative, criminal or other proceedings or dispute in relation to any of the Authorizations and Permits and/or the erection and/or the operation of the Plants.

6.10.20

Neither the execution of this Agreement nor the performance of the obligations and transactions hereunder will affect any of the Permits, which shall continue to be valid and effective.

6.10.21

To the Seller’s Knowledge, no reason or circumstance exist which may result or give rise to, any suspension, cancellation, annulment, rescission or termination of, amendment to, invalidity or inefficacy, or refusal to renew, any such Permits.

6.10.22

To the Seller’s Knowledge, there is no circumstance which may cause any of the foregoing.

6.10.23

Without prejudice to the above, with specific reference to the proceeding which led to the issuance of the Permits, to the Seller’s Knowledge, no violation of any applicable Law and Authorities’ orders and prescriptions nor any defect of the administrative proceeding occurred.

6.10.24

The Plants have been admitted benefitting of the Incentives in compliance with applicable Laws.

6.10.25

The Plants (and any portion thereof, including the connection to the grid) have been constructed and completed in compliance with the Law, and are in effective condition and regularly maintained, in compliance with the best market technical and quality standards.

6.10.26

to the Seller’s Knowledge, the Plants operate in compliance with all applicable Laws, the Permits and any Authority’s order and decision, any third Persons’ right.

6.10.27

The Plants are properly operating and no extraordinary costs, other than the ones documented under the Data Room Documents, are to be borne for their correct operation, also to guarantee its standard production capacity for a similar PV plant.

6.10.28

The rooftops where the relevant Plants have been installed are fully accessible by the relevant Target Companies.

6.10.29

Save for the GSE inspection on CIC Rooftop 2 Plant, no inspection or similar proceeding by the GSE is pending in relation to the Plants.

6.10.30

There is no fact or circumstance which may lead to (i) the revocation or the reduction of the Incentives; and/or (ii) the termination of the GSE Agreement, and/or (iii) the reimbursement of the sums already paid by the GSE as Incentives and/or (iv) the application of sanctions and measures such as seizures, confiscations.

6.10.31

The Incentives have been validly granted by GSE and the periodical notices to the Agenzia delle Dogane e dei Monopoli have been time duly submitted by the Seller and/or the Target Companies in relation to each Plant and were complete, true and compliant with all applicable Law.

6.10.32

All the “as built designs” loaded in the GSE’s website reflect the actual layout of the Plants and the Permits.

6.10.33

The GSE Agreements are valid and enforceable.

6.10.34

The Seller has notified to the GSE any and all maintenance and replacement and dismantling operations, as required under the applicable Laws and there are no circumstance related to any maintenance or replacement or dismantling intervention that may lead to the revocation or the reduction of the Incentives granted by the GSE.

6.10.35

Save for the Incentives, there are no European, national, regional or municipal grants or subsidies of any kind granted to the Seller and/or the Target Companies with reference to the Plants, and neither the Seller (with reference to the Plants) nor the Target Companies submitted any application in this regard.

6.11

Litigations and compliance with laws

6.11.1

No Target Company:

(i)

is involved whether as a claimant or as a defendant in any pending litigations, except for the proceedings included in the Data Room Documents;

(ii)

has threatened to any Person to bring against this Person any claim, nor has it received any written notice to that effect from a third party.

6.11.2

The Target Companies have not violated any applicable Law regarding anti-bribery, anti-corruption, anti-money laundering, as well as export control and financial sanctions.

6.12

Taxes

6.12.1

Each Target Company has duly and timely filed returns and reports relating to Taxes and any other documents for all Taxes (“Tax Returns”) that must be filed pursuant to the Law. Such Tax Returns are substantially true, complete, and correct pursuant to the Law. Each Target Company, after all extraordinary transactions (e.g., mergers, contributions in kind), has duly filed returns, reports, and any other document for all Taxes (“Extraordinary Transactions Tax Returns”) that must be filed pursuant to the Law. All the Extraordinary Transactions Tax Returns are substantially true, complete, and correct pursuant to the Laws.

6.12.2

Each Target Company – also following extraordinary transactions – has made all due payments and/or withholding to be made with respect to Taxes as resulting from the filed returns and any undisputed written notice, assessment or injunction received from any competent Tax authority.

6.12.3

There are no pending notices of assessments for Taxes due, written Tax claims or proceedings before any judicial or administrative authority in connection with the assessment of Taxes against the Target Companies.

6.12.4

With respect to any Tax assessment against the Target Companies which has been performed and completed by the competent Authority with the issuance of an order or regulation to comply, or other deeds in whatsoever form to the same effect, the relevant Target Company has complied with such order, regulation, deed or obligation (except to the extent the relevant Target Company has disputed such order, regulation, deed or obligation as allowed by the Laws and Regulations).

6.13

Employment

6.13.1

The Target Companies have never employed any employee and there is no Person entitled to be qualified, reinstated, or anyhow treated as employee of any Target Company.

6.13.2

There are no other relationships or situations that may give rise to claims or disputes (i) from any Person (including the employees of the Seller) claiming to be an employee of any Target Company, nor by any trade union and/or (ii) from any social security Authorities for whatever reasons, including for contributions or other amounts owed by any Target Company with respect to employments.

6.13.3

There is no litigation pending or threatened in writing by any Person concerning employment and/or the right to be qualified, reinstated, or anyhow treated as employee on the payroll of the Target Companies.

6.14

Contracts

6.14.1

The Target Companies are not a party to any agreement or other contractual arrangement having a consideration in excess of Euro 10,000.00 (ten thousand/00), other than those included in the Data Room Documents (the “Contracts”).

6.14.2

To the Seller’s Knowledge, there are no pending claims or claims threatened in writing either by or against any of the Target Companies for obtaining the annulment or declaration of invalidity, on whatever basis, of the Contracts.

6.15

Insurances

6.15.1

The Target Companies have entered into the insurance policies included among the Data Room Documents. Each of such insurance policies is valid and in full force and effect. All premiums and notices required thereunder have been, respectively, fully and timely paid or given.

6.16

Information

6.16.1

The copies of the documents that have been made available by the Seller to the Purchaser and its advisors for the purposes of the Due Diligence are true, accurate and complete copies of the originals.

6.16.2

None of the Seller’s representations and warranties nor any document attached hereto or provided to the Purchaser and/or any Purchaser’s Affiliate or their advisors by the Seller, the Seller’s Affiliates or their respective advisors contains any untrue statement of a material fact or omitted to state a material fact necessary to make the statement contained herein or therein not misleading in light of the circumstances in which such statements were made.

6.16.3

The Data Room Documents contain all information and circumstances available to the Seller that (i) should have been known by a skilled investor in the renewable energy market (such as the Seller) related to the Target Companies, the Plants, and the Transaction and/or (ii) should have been provided in good faith by the Seller.

6.17

Environmental

6.17.1

To the Seller’s knowledge, the Plants and the Lands are not affected by any circumstances which may cause a breach of the Laws on protection of environment to which the Target Companies may be liable, or which may materially prejudice the operation of the Plants, such as liabilities related to the discovery in the soil, subsoil and, in any case, over the Lands of (i) toxic substance, hazardous substance, hazardous material, dangerous or hazardous waste, dangerous good, pesticide, radioactive material, regulated substance or any similar classification, or any other chemical, substance, or material; (ii) any substance and/or item as to which liability is imposed on the basis of potential impact to safety, health or the environment pursuant to the applicable Laws on protection of environment; and (iii) any relicts, artefacts, historically important items.

6.17.2

The Seller and/or the Target Companies have not received any notifications under applicable Law related to the environment that requires them to take actions or refrain from taking actions concerning the Plants and/or Lands, and there are no pending or threatened written proceedings against the Seller and/or the Target Companies related to environmental regulations regarding the Plants.

6.17.3

To the Seller’s knowledge, there are no circumstances, facts or events which could lead to a breach by the Target Companies of any applicable Laws on protection of environment.

INDEMNIFICATION OBLIGATIONS OF THE SELLER

7.1

Seller’s liability

7.1.1

Subject to the conditions and limitations set forth below, the Seller hereby irrevocably undertakes to indemnify and hold the Purchaser and the Target Companies (if so instructed in writing by the Purchaser) harmless from and against any and all Damages incurred and/or suffered by the Purchaser and/or the relevant Target Company as a result of any of the representations and warranties set forth in Clause 6 being untrue, incorrect, inaccurate and/or misleading.

7.2

Exclusions and Restrictions

7.2.1

Subject to the DD Assumptions and except for the Critical Issues, nothing fairly disclosed in the Data Room Documents and/or this Agreement as of its Date of Execution shall constitute grounds for any claim by the Purchaser vis-à-vis the Seller.

7.2.2

Notwithstanding any provision of this Agreement but without prejudice to cases of willful misconduct (dolo) or gross negligence (colpa grave), the Seller’s indemnification liability pursuant to Clause 7.1 shall be subject to the following exclusions and restrictions.

7.2.3

For the avoidance of doubt if a Claim (as defined below) is based upon a liability which is contingent, the related Damages shall be indemnified only when effectively incurred or suffered by the Purchaser and/or the relevant Target Company.

7.2.4

The Seller shall not be liable under this Agreement unless a Notice of Claim is served, even if the Damage – as at the Notice of Claim – is contingent only, on or before:

(i)

the date of the expiry, for statutory limitation, of the rights which a Person could assert against the relevant Target Company and/or the Purchaser, if such (contingent) Damage is related to the breach of any representation and warranty set forth under Clause 6.2 (Incorporation and existence of the Seller), Clause 6.12 (Taxes) and Clause 6.13 (Employment); and

(ii)

the date of expiry of the 24^th (twenty-fourth) month after the Closing Date, if such (contingent) Damage is related to any other representations and warranties.

7.2.5

The Seller shall not be liable for any Damage under Clause 7.1.1,

(i)

until the amount of the Damages indemnifiable pursuant to this Agreement in connection with a single Claim exceeds Euro 25,000.00 (twenty-five thousand/00), provided that once such threshold is exceeded, the Seller shall be liable only for Damages in excess of the abovementioned threshold;

(ii)

unless and until the aggregate amount of all the Damages indemnifiable pursuant to this Agreement hereunder exceeds Euro 50,000.00 (fifty thousand/00), excluding the amounts falling within the threshold mentioned under Clause 7.2.5(i), provided that once such threshold is exceeded, the Seller shall be liable also for Damages below the abovementioned threshold;

(iii)

for any Damage which arises from the items listed in Annex 7.2.5(iii).

7.2.6

The aggregate liability of the Seller vis-à-vis the Purchaser under Clause 7.1.1 shall not exceed, in any case, an aggregate amount equal to 30% (thirty percent) of the Purchase Price paid by the Purchaser for the transfer of the Target Companies.

7.2.7

Any of the following amounts shall be deducted from any sum payable by the Seller in respect of a Claim:

(i)

the net amount of any indemnity, contribution, or other payment that the Purchaser and/or any Target Company (or their respective successors in interest) has received from any Person (including insurers) under a provision of Law, insurance policy, contract; and

(ii)

the amount of any specific provisions, allowances, or reserves made in the Reference Financial Statements.

7.2.8

The Parties hereby acknowledge and confirm that the restriction and limitations mentioned under Clause 7.2.4, 7.2.5 and 7.2.6 shall not apply in relation to:

(i)

Indemnification obligations related or in connection with information, facts, circumstances, events or missing documents listed under Annex 7.2.8 (“Critical Issues”), regardless of whether they have been fairly disclosed by the Seller or not;

(ii)

indemnification obligations related to the breach of the representation and warranties mentioned under Clause 6.2 (Incorporation and Existence of the Seller); 6.3 (Authority, consents, no conflicts, validity); 6.5 (Incorporation and good standing of the Target Companies); and 6.6 (Target Companies corporate capital and Quota).

7.2.9

Without prejudice to the foregoing, if any Tax benefit is obtained by the Purchaser and/or the relevant Target Company in relation to the matter giving rise to the Damage, the amount of such Tax benefit should be deducted from the sum payable by the Seller in respect of said Claim.

7.3

Handling of Claims

7.3.1

If the Purchaser intends to seek indemnification from the Seller pursuant to Clause 7.1.1, then the Purchaser shall provide the Seller with a written notice of any fact which may result in the Purchaser and/or the relevant Target Company suffering or expected to suffer a Damage for the indemnification of which the Seller may be held liable under this Agreement (the “Notice of Claim”), setting forth in reasonable detail:

(i)

the claim which the Purchaser intends to make (the “Claim”);

(ii)

if possible, a bona fide estimate of the amount of the indemnification sought and the specific grounds of fact for the Claim;

(iii)

the specific representation or warranty under Clause 6 that the Purchaser alleges to be breached; and

(iv)

the related reasonably available information.

7.3.2

Without prejudice to Clause 7.2.4, each Notice of Claim shall be dispatched promptly after knowledge of the relevant underlying facts within 15 (fifteen) Business Days of the date on which the Purchaser becomes aware thereof.

7.3.3

The Seller shall be entitled to challenge in writing a Notice of Claim within 10 (ten) Business Days of the relevant day of receipt of the same Notice of Claim, by summarily and preliminarily justifying the reasons of such challenge and providing the Purchaser with any reasonably available information concerning the Notice of Claim.

7.3.4

In case the Seller rejects a Claim made in a Notice of Claim, the Parties 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 (twenty) Business Days starting from the date of rejection. If, by the end of such period, the Parties 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 competent tribunal pursuant to Clause 10.2 by either Seller or the Purchaser.

7.4

Handling of Third Parties Claims

7.4.1

In case of any claim, action, suit or proceeding initiated against any of the Target Companies after the Closing by any Person constituting the subject matter of a written notice of claim (each, a “Third Party Claim”), the Purchaser shall notify the Seller of the existence and content of such Third Party Claim within 10 (ten) Business Days after the receipt of the Third Party Claim, except that, in the event that the deadline for filing an appeal, opposition or to take any other action in respect of such Third Party Claim is less than the aforesaid term of 10 (ten) Business Days, the aforesaid Purchaser’s notice shall be given to the Seller within such shorter term as may be appropriate in the circumstances to allow the filing of such an appeal, opposition or to take such action. The aforesaid Purchaser’s notice shall also include a copy of the documentation attesting the Third Party Claim and contain all factual information describing the object of the Third Party Claim in reasonable detail, as available to the relevant Target Company.

7.4.2

Following receipt by the Seller of the Notice of Claim, the Purchaser shall assume the defence of such Third Party Claim. In this regard, it is agreed among the Parties that upon request of the Purchaser, the Seller, at its own costs and expenses, shall support and participate in, but never control, the defence of such Third Party Claim, with counsel of its own choice.

7.4.3

The Purchaser shall not, and shall cause the relevant Target Company not to, make or accept any settlement agreements with respect to any Third Party Claim, without having priorly collected the Seller’s consent over the settlement terms and conditions.

7.4.4

If a firm offer is made to the Purchaser or the relevant Target Company to settle any claim, action or demand which the Seller, but not the Purchaser, is willing to accept, the Purchaser and such Target Company shall be free not to enter into such settlement and to commence or continue litigation, at their own expense, but the aggregate liability of the Seller shall be limited to the amount of the proposed firm offer.

7.5

Indemnification Payments

7.5.1

The Seller shall pay to the Purchaser any of the amounts claimed by the Purchaser under this Clause 7, by wire transfer of immediately available funds and in accordance with the instructions received by the Purchaser:

(i)

by no later than 5 (five) Business Days following the date on which the Seller will have expressly or tacitly accepted the Notice of Claim or the Third Party Claim (as the case may be), or

(ii)

by no later than 5 (five) Business Days following the date on which the Parties will have entered into a written settlement agreement related to the Notice of Claim or the Third Party Claim (as the case may be), or,

(iii)

failing such an agreement, by no later than 5 (five) Business Days following the date on which the dispute between the Parties in relation to the Notice of Claim or the Third Party Claim (as the case may be) will have been definitely settled pursuant to Clause 10.2.

7.5.2

Any payment made by the Seller to the Purchaser pursuant to Clause 7 shall be treated to the maximum extent permitted by the Laws as an adjustment of the Purchase Price.

7.6

Sole Remedy

7.6.1

The rights and remedies set forth in this Clause 7 shall be exclusive and in lieu of any other right, action, defense, claim or remedy of the Purchaser, provided by the Laws or otherwise, however arising in connection with, or by virtue of, any of the circumstances mentioned under this Clause 7; remaining therefore understood that the Purchaser shall be entitled to enforce any right different from those mentioned under Clause 7 in accordance with the provisions set forth by the Law.

REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

8.1

The Purchaser hereby makes the following representations and gives the following warranties to the Seller, which are true, correct, accurate and not misleading as of the Date of Execution and shall be true, correct and accurate as of the Closing Date (except for those representations and warranties that are given as of a specific date, which shall be true, correct and accurate and not misleading as of such date only, regardless of whether they are true, correct, accurate and not misleading at any other time).

8.2

Due Organization and Existence of the Purchaser

8.2.1

The Purchaser is a company duly incorporated and organized, validly existing, and in good standing under the laws of Italy and has been in continuous existence since its incorporation.

8.3

Authority and Enforceability, Consents, No Conflicts for the Purchaser

8.3.1

All corporate actions 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 transactions contemplated herein. This Agreement constitutes valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms.

8.3.2

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.

8.3.3

The Purchaser may enter into this Agreement and consummate the transactions contemplated herein without the necessity of giving any prior notice to, or obtaining the prior consent, authorization, or approval of any kind from any Affiliates of the Purchaser or any other Person (including public Authorities).

8.3.4

The execution of this Agreement and the carrying out of the transactions contemplated herein do not contravene, conflict with, or violate:

(i)

the by-laws or other constitutional documents of the Purchaser;

(ii)

any resolutions adopted by the corporate bodies of the Purchaser;

(iii)

any applicable Law or any judgment, decree, order, or arbitration award issued before the Date of Execution against the Purchaser by any competent Authority having jurisdiction over the same; or

(iv)

any material contract binding on the Purchaser.

8.4

Purchaser’s Investigation and Due Diligence

Subject to the DD Assumptions, the Purchaser acknowledges to have conducted, in the context of the Due Diligence, an extensive review and investigation of all matters included in the fairly disclosed Data Room Documents and to have identified certain Critical Issues mentioned under Clause 7.2.8 above.

8.5

Availability of Funds

The Purchaser shall have available cash and available undrawn credit lines sufficient to perform the Purchaser’s obligations of payment of the Purchase Price at the Closing Date, and to make all other necessary payments of costs and expenses in connection with the transactions contemplated by this Agreement.

8.6

Indemnity

The Purchaser undertakes to indemnify and hold the Seller harmless from and against any claims and/or liabilities, damages, penalties, costs, losses, or expenses, including attorneys’ fees, suffered by the Seller and arising out of, or in connection with, any inaccuracy or breach of one or more of the representations and warranties of the Purchaser set forth in this Clause 8.

MISCELLANEOUS PROVISIONS

9.1

Notices

Any communication or notice required or permitted to be given under this Agreement shall be made in writing and in English language, and may be delivered in person or sent by registered mail or email, and shall be deemed to have been duly and validly given upon receipt of the same, addressed, in each case, as follows:

9.1.1

as to the Seller:

Solis Bond Company DAC

Blanchardstown Corporate Park 2

Suite 9/10 Plaza 212, Blanchardstown, Dublin

Ireland

To the kind attention of Tali Durant, Chief Legal Officer, C/O Suite 9 & 10, Plaza 212, Blanchardstown Corporate Park 2, Dublin D15 R504, Ireland

Email: [email protected]; [email protected]

9.1.2

as to the Purchaser, to:

Undo S.r.l.

Via Cola di Rienzo 28

00192 – Rome

Italy

To the kind attention of Giuseppe Monaco and Giacomo Farese

PEC: [email protected]

E-mail: [email protected]; [email protected]

or at such other address and/or e-mail as each Party may hereafter furnish to the other by written notice, as herein provided.

9.2

Confidentiality

9.2.1

Each Party shall not use, copy, adapt, alter, disclose, or part with possession of any information or data of the other Party which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement (or the negotiations preceding the signing of this Agreement) (the “Confidential Information”) except as necessary to perform its obligations or exercise its rights hereunder, provided that this obligation shall not apply to Confidential Information:

(i)

which comes into the public domain otherwise than by breach of this Agreement;

(ii)

which the receiving Party can prove was in its possession or any Affiliate of it at the date it was received or obtained;

(iii)

which is lawfully developed or created by or for the receiving Party or any of its Affiliates independently of this Agreement; or

(iv)

which is requested by any Authority in the course of an official procedure.

9.2.2

Each Party shall ensure that its employees and authorized sub-contractors are bound by an undertaking in substantially the same terms as those under Clause 9.2.1.

9.2.3

Each Party is entitled to issue a press release and give publicity with respect to the Transaction and/or Agreement only with the prior written consent of the other Party. Notwithstanding the foregoing, it remains understood that the Seller and its Affiliates, as well as any member of the Seller’s group, shall make any public disclosure provided by any applicable laws (including financial statements, press releases, investor materials and statements, announcements and/or filings with any stock market, securities exchange or regulator) without the prior approval of the Purchaser, but in any case informing the Purchaser of the contents to be published.

9.3

Waivers and variations

9.3.1

There shall be no waiver of any term, provision, or condition of this Agreement unless such waiver is evidenced in writing and signed by the duly authorized representative of the waiving Party.

9.3.2

No omission or delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or forfeiture therefrom, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege.

9.3.3

No amendment to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of all the Parties.

9.4

Further assurance

At all times after the Date of Execution the Parties shall execute all such documents and do such acts and things as may be required for the purpose of giving full effect to this Agreement.

9.5

Entire Agreement

This Agreement contains the entire understanding and supersedes all prior agreements/arrangements of the Parties with respect to the Transaction contemplated hereunder. There are no agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein.

9.6

Severability

If any provision of this Agreement is found by any Authority of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal, and commercial objectives of the invalid or unenforceable provision.

9.7

Payments

All cash payments to be made by a Party to another Party under this Agreement shall be finally and irrevocably made without any set-off, withholding, deduction on account of any commission, cost, taxes, or otherwise, exception, counterclaim, defense, or condition in immediately available funds by wire transfer to the bank account of the relevant Party. All such payments shall be deemed to have been duly made only upon irrevocable and unconditional crediting of the relevant amounts to the relevant bank account.

9.8

Costs and taxes

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

9.8.1

any income and capital gain taxes (if any) due by the Seller as a consequence of the sale and purchase of the Quotas shall be borne by the Seller;

9.8.2

each Party shall bear the fees and expenses incurred by their respective auditors and advisors; and

9.8.3

all other taxes, costs, expenses, fees, duties, or charges (including notarial fees, costs of registration, and other stamp, transfer, or registration duties in respect of the Transfer Deed) shall be borne and paid for by the Purchaser.

9.9

Right of designation

9.9.1

The Purchaser may designate an Affiliate (each, a “Designee”) to purchase the Quotas from the Seller, provided that such designation is notified in writing to the Seller, together with the written acceptance by the Designee of the designation and of all the terms and conditions of this Agreement, by the Closing Date.

9.9.2

Effective as of the date of the relevant designation notice, (i) each Designee shall acquire the rights and assume the obligations of the Purchaser under this Agreement, and (ii) the Purchaser shall remain jointly and severally liable with each Designee vis-à-vis the Seller with respect to any and all such Designee’s obligations under this Agreement.

10.

GOVERNING LAW AND DISPUTE RESOLUTION

10.1

This Agreement shall be governed by the laws of Italy.

10.2

Any dispute arising out of or in connection with this QPA or the documents connected therewith shall be submitted to the exclusive jurisdiction of the Courts of Milan.

11.

ANNEXES

Below a list of the Annexes to this Agreement:

	Annex (D)	List of Plants
	Annex 1.1.17	Form of Deed of Assignment
	Annex 1.1.44	Permitted Leakages
	Annex 3.4.2	Target Companies’ NWC as of the Reference Date
	Annex 5.2.1(vi)	Form of release and hold-harmless letter
	Annex 5.2.1(x)	Credits of the Target Companies
	Annex 7.2.5(iii)	Issues addressed through price adjustment
	Annex 7.2.8	Critical Issues

* * *

Annex (D)

LIST OF PLANTS

[*]

Annex D - 1

Annex 1.1.17

FORM OF DEED OF ASSIGNMENT

To:

[●]

[●], [●]

Re:

Acceptance of the proposal of agreement for the assignment of receivables

Dear Sirs,

We received your proposal of agreement for the assignment of receivables, which we hereby reproduce in full duly signed and initialed on each page, as our unconditional agreement and acceptance of all terms and conditions contained herein below subject to such terms and conditions.

Yours faithfully,

Solis Bond Company DAC

Name: [●]

Title: [●]

[●]

Name: [●]

Title: [●]

Annex 1.1.17 - 1

“To:

Solis Bond Company DAC

Blanchardstown Corporate Park 2

Suite 11 Plaza 212 – Dublin

Ireland

and

[●]

[●], [●]

Re:

Proposal of agreement for the assignment of receivables

Dear Sirs,

Following our recent meetings and discussions, we submit to you the following proposal of agreement for the assignment of receivables, at the terms and conditions attached herein below.

If the below correctly sets forth the understandings and agreements among us, please return to us copy of this proposal, duly signed and initialed on each page, as your unconditional agreement and acceptance of all terms and conditions contained herein below subject to such terms and conditions.

Yours faithfully,

[●]

Name: [●]

Title: [●]

Annex 1.1.17 - 2

AGREEMENT FOR THE ASSIGNMENT OF RECEIVABLES

by and between

[●]

and

Solis Bond Company DAC

as well as

[●]

dated [●]

Annex 1.1.17 - 3

THIS agreement for the assignment of receivables (the “Agreement”) is entered into on [●] by and between:

[●], a company incorporated under the laws of Italy, with registered office in [●], registered with the Companies’ Register of [●] under number [●] (the “Assignee”), represented by [●] in [his/her] capacity as [●];

AND

Solis Bond Company DAC, a company incorporated under the laws of Ireland, with registered office in Blanchardstown Corporate Park 2, at Suite 11 Plaza 212, Dublin, Ireland, registered with the Companies’ Register of Ireland under number [●] (the “Assignor”), represented by [●] in [his/her] capacity as [●];

(the Assignee and the Assignor are hereinafter collectively referred to as the “Parties” and each as a “Party”);

AS WELL AS

(for the sole purposes of Clause 8)

[●], a company incorporated under the laws of [●], having its registered offices at [●], [●], registered at the Companies’ Register of [●] under number [●] (the “Company”), represented for the purposes hereof by [●] in [his/her] capacity as [●];

WHEREAS:

(A)

On the date hereof, the Assignor, as seller, and the Assignee, as purchaser, entered into a notarial deed (the “Notarial Deed”) regulating, inter alia, the transfer in favor of the Assignee of 100% of the corporate capital of the Company.

(B)

The Assignor has granted from time to time to the Company quotaholder loans for an aggregate amount which, as of the date hereof, is equal to Euro [●] [plus interest] (the “Outstanding Quotaholder Loan”).

(C)

The Parties have agreed that the receivables arising out of the Outstanding Quotaholder Loan and outstanding as of the date hereof (the “Outstanding Quotaholder Loan Receivables”) shall be assigned by the Assignor in favor of the Assignee.

(D)

The Parties now intend to complete the assignment of the Outstanding Quotaholder Loan Receivables from the Assignor in favor of the Assignee in accordance with the terms and subject to the conditions hereunder.

NOW, THEREFORE, the Parties hereby agree as follows.

RECITALS

The above Recitals constitute an integral and substantial part of this Agreement.

DEFINITIONS

2.1

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

“Agreement” shall have the meaning set forth in the preamble to this Agreement;

2.1.2

“Assignee” shall have the meaning set forth in the preamble to this Agreement;

2.1.3

“Assignor” shall have the meaning set forth in the preamble to this Agreement;

Annex 1.1.17 - 4

2.1.4

“Company” shall have the meaning set forth in the preamble to this Agreement;

2.1.5

“Notarial Deed” shall have the meaning set forth in Recital (A);

2.1.6

“Outstanding Quotaholder Loan” shall have the meaning set forth in Recital (B);

2.1.7

“Outstanding Quotaholder Loan Receivables” shall have the meaning set forth in Recital ©;

2.1.8

“Outstanding Quotaholder Loan Receivables Price” shall have the meaning set forth in Clause 4.1;

2.1.9

“Party” shall have the meaning set forth in the preamble to this Agreement;

SCOPE

3.1

The Assignor hereby assigns and transfers without recourse (pro-soluto) to the Assignee the Outstanding Quotaholder Loan Receivables, pursuant to, and to the effects of, article 1260 of the Italian civil code, against payment of the Outstanding Quotaholder Loan Receivables Price by the Assignee in favor of the Assignor.

3.2

Pursuant to the assignment of the Outstanding Quotaholder Loan Receivables in accordance with Clause 3.1 and effective as of the date hereof, the Assignee shall be entitled to claim vis-à-vis the Company the Outstanding Quotaholder Loan Receivables.

3.3

The Assignee, as new creditor pursuant to the Outstanding Quotaholder Loan Receivables, from the date hereof shall be entitled to receive by the Company the payment of the Outstanding Quotaholder Loan Receivables.

CONSIDERATION

4.1

The Parties agree that the Outstanding Quotaholder Loan Receivables shall be assigned and transferred by the Assignor in favor of the Assignee against a consideration to be paid by the Assignee of Euro [●] [plus interest] (the “Outstanding Quotaholder Loan Receivables Price”).

4.2

The Outstanding Quotaholder Loan Receivables Price shall be paid by the Assignee in favor of the Assignor on the date hereof as immediately available funds onto the relevant bank account indicated by the Assignor.

REPRESENTATION AND WARRANTIES

5.1

The Assignor hereby represents and warrants to the Assignee, also pursuant to, and to the effects of, article 1266 of the Italian civil code, that:

5.1.1

it is the sole legal and beneficial owner of the Outstanding Quotaholder Loan Receivables;

5.1.2

it has not assigned, transferred, or otherwise disposed of the Outstanding Quotaholder Loan Receivables, nor it has created any encumbrance of any nature whatsoever, whether private or public, over any portion of the Outstanding Quotaholder Loan Receivables or otherwise allowed any such encumbrance to arise or subsist; and

5.1.3

the Outstanding Quotaholder Loan Receivables are freely assignable.

Annex 1.1.17 - 5

COSTS AND EXPENSES

Each Party shall bear costs and expenses for legal, accounting, or other purposes incurred by such Party in connection with the negotiation, preparation, and completion of this Agreement and with the fulfillment of the relevant obligations set forth herein.

AMENDMENT

Any amendment or integration to this Agreement shall be valid only if agreed upon in writing among the Parties. Any waiver to any right hereunder shall be valid only if made in writing by the waiving Party and only in respect of the specific right waived.

ENFORCEABILITY VIS-À-VIS THE COMPANY

The Company executes this Agreement for the purposes of acknowledging the assignment of the Outstanding Quotaholder Loan Receivables in accordance with the provisions hereunder pursuant to article 1264 of the Italian civil code.

GOVERNING LAW AND DISPUTE RESOLUTION

9.1

This Agreement shall be governed by the laws of Italy.

9.2

Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Milan.”

Annex 1.1.17 - 6

Annex 1.1.44

PERMITTED LEAKAGES

[*]

Annex 1.1.44 - 1

Annex 3.4.2

TARGET COMPANIES’ NWC AS OF THE REFERENCE DATE

[*]

Annex 3.4.2 - 1

ANNEX 5.2.1(vi)

FORM OF RELEASE AND HOLD-HARMLESS LETTER

HAND DELIVERED

To:

[Name and addresses of the resigning director/statutory auditor]

[●], [●]

RE: release and hold harmless letter

Dear [●],

reference is made to the sale and purchase agreement entered into on [●] by Solis Bond Company DAC, as seller, and [●], as purchaser (the “Agreement”, whose definitions shall be deemed automatically incorporated herein), regulating – amongst other things – the terms and conditions of the transfer of the entire corporate capital of the Target Companies in favour of the Purchaser.

On the date hereof, the Purchaser has purchased from the Seller, inter alia, 100% of the corporate capital of [●] (the “Company”) and therefore, in accordance with Clause 5.2.1(vi) of the Agreement, the Purchaser hereby:

declares to waive irrevocably and unconditionally, in each case to the maximum extent permitted under the applicable law, any claim which it may have, and to cause the Company to waive irrevocably and unconditionally any claim it may have, against you in connection with the services and actions carried out in your capacity as [director/statutory auditor] of the Company in the performance of the aforesaid office/s from the date of your appointment on [●] until today;

in each case to the maximum extent permitted under the applicable law, undertakes not to (and to cause the Company not to) initiate, make, promote, vote in favour of and/or bring any action, claim, suit, proceeding or litigation (including, as applicable, pursuant to article 2476 and, to the extent possible, article 2043 of the Italian civil code), against you in connection with the services and actions carried out in your capacity as [director/statutory auditor] of the Company, and in particular in connection with the activities indicated in Annex A below, from the date you were appointed until the date hereof;

ratifies all the services and actions you have carried out in the conduct of your duties as [director/statutory auditor] of the Company for the entire duration of your mandate;

undertakes to indemnify and hold you harmless, without exception, in relation to any liability, sum, compensation, cost, charge, expense, including legal costs, incurred by you as a consequence of the breach by the Purchaser of any of the above obligations.

Annex 5.2.1(vi) - 1

The following provisions apply to the undertakings set forth above:

(a)

the undertakings of this letter are irrevocable and shall remain in full force and effect (i) even in the event of the completion of extraordinary transactions (such as, but not limited to, mergers, demergers and/or transformations) concerning the Purchaser and/or the Company, (ii) until 30 days after such time when any claim capable of being brought against you is barred by virtue of the expiration of the applicable statute of limitations;

(b)

the waivers and the indemnification provisions of this letter shall not apply in the event of gross negligence (colpa grave) or willful misconduct (dolo);

(c)

any indemnity granted pursuant to this letter is agreed to be uncapped or, if required by mandatory law, capped to a maximum amount of Euro [●] ([●]/[●]), which shall in any event be in addition to the cap provided under any other indemnity that may have been granted to you.

This release and hold harmless letter (and all of the undertakings set forth hereunder) shall be governed by, and construed in accordance with, the laws of Italy. Any and all disputes arising out of or in connection with this letter shall be submitted to the exclusive jurisdiction of the Courts of Milan.

Kind regards,

[●]

Name: [●]

Title: [●]

Signed for receipt

[●]

Name: [●]

Annex 5.2.1(vi) - 2

Annex A

Any and every act, omission, circumstance, or fact, taken, committed, or occurred in the performance of the office of [director/statutory auditor] of the Company by [●], for the entire duration of the mandate until today:

(i)

contained in, or inferable from, the financial statements of the Company as of 31 December 2022, as well as resulting from the yearly financial statements or other ad hoc financial statements of the Company approved prior to the date hereof, it being understood that, for the purposes of this indemnity, any act or fact that has contributed to the financial result of the relevant financial year shall be deemed as resulting from such yearly financial statements or other ad hoc financial statements (irrespective of the accounting principles applied to the recording of certain items into the financial statements or other ad hoc financial statements);

(ii)

related to the following list of activities or operations, regarding both legal and tax (whether in relation to treatment issues or not) possible issues and, more in general, related to any damage or liability which the Company may suffer or have suffered and arising from such activities or operations:

any [management] act or fact or behaviour (both active or failure to act) performed by [●] in relation to the acts or facts mentioned in the documentation included in the Data Room Documents, which was prepared in the context of the Transaction;

any [management] act or fact or behaviour (both active or failure to act) performed by [●] in relation to the acts or facts included or forming the basis of the financial statements of the Company as of 31 December 2022 and of the relevant [management] reports and notes (as well as any facts mentioned therein);

any [management] act or fact or behaviour (both active or failure to act) performed by [●] in relation to all the acts or facts performed in the period from [●] to today and to any other act and/or fact deriving from and/or in any way connected with the same;

any [management] act or fact or behaviour (both active or failure to act) performed by [●] in relation to the obtainment, entitlement, and benefit of the Incentives by the Company.

(iii)

connected to any other act and/or fact arising and/or otherwise related with any of the matters listed in the abovementioned points.

Annex 5.2.1(vi) - 3

ANNEX 5.2.1(x)

CREDITS OF THE TARGET COMPANIES

[*]

Annex 5.2.1(x) - 1

ANNEX 7.2.5(iii)

ISSUES ADDRESSED THROUGH PRICE ADJUSTMENT

[*]

Annex 7.2.5(iii) - 1

ANNEX 7.2.8

CRITICAL ISSUES

*** ”

Annex 7.2.8 - 1

Exhibit 10.2

EXECUTION COPY

Share Purchase Agreement

between

AEG JD 02 LIMITED

as Seller

and

THEIA INVESTMENT (NETHERLANDS) 1 B.V.

as Purchaser

relating to

the sale and purchase of the entire issued share capital of Blue Sky Energy I B.V.

Contents

1	Definitions	2
2	Sale, purchase, transfer AND ASSIGNMENT	3
3	Purchase Price	3
4	LEAKAGE	5
5	Loans	6
6	CONDUCT PRIOR TO COMPLETION	7
7	CONDITIONs PRECEDENT	8
8	Completion	10
9	Post-Completion obligations	12
10	Warranties	12
11	W&I insurance policy	13
12	Tax	15
13	Confidentiality and announcements	15
14	Consequences of Termination	18
15	Miscellaneous	18
16	Notices	20
17	Language	22
18	Counterparts	22

Schedules

Schedule 1	Definitions and interpretation	25
Schedule 2	W&I INSURANCE POLICY	41
Schedule 3	Data Room index	42
Schedule 4	BASE PURCHASE PRICE CALCULATIONS and Bridge	43
Schedule 5	Completion actions	43
Schedule 6	Seller’s Warranties	50
Schedule 7	Conduct of Claims Limitations of Liability	58
Schedule 8	Purchaser’s Warranties	62
Schedule 9	TAX Covenant	63
Schedule 10	Draft revised o&m AGREEMENT	66

THIS AGREEMENT IS DATED 28 DECEMBER 2023 AND MADE BETWEEN:

(1)

AEG JD 02 LIMITED, a private company limited by shares incorporated under the laws of Ireland, having its registered office address at Suite 9/10, Plaza 212, Blanchardstown Corporate Park 2, Blanchardstown, Dublin, D15 R504, Ireland, registered with the SPV registration office of Dublin, Ireland under number 704849 and previously known as Alternus Energy Construction Holding Limited (the “Seller”); and

(2)

THEIA INVESTMENT (NETHERLANDS) 1 B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and its registered office address at Laarderhoogtweg 25, 1101EB Amsterdam, registered with the Netherlands trade register under number 88124371 the “Purchaser”).

Background:

(A)

The Seller holds the legal and beneficial title to 100 ordinary shares with a nominal value of EUR 1 (one euro) (“the “Shares”), constituting 100% (one hundred per cent) of the issued and outstanding share capital of Blue Sky Energy I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Rotterdam, the Netherlands and its registered office address at Westblaak 35, 3012 KD Rotterdam, the Netherlands, registered with the commercial register (Handelsregister) of the Dutch Chamber of Commerce (Kamer van Koophandel) under number 68276354 (the “SPV” or the “Company”);

(B)

SPV has developed and operates a solar park with a maximum total production capacity of approximately 13.6 MWp located in Rotterdam The Hague Airport, the Netherlands (the “Project”). For the purpose of operating the Project, the RHA SPV:

a.)

has acquired pursuant to a deed of sublease of a right of leasehold dated 7 October 2021 and a deed of sublease of substation, a right of sublease (ondererfpacht) from Rotterdam Airport B.V. relating to the Project (the “RTHA Sublease” or the “Property Rights”);

b.)

has entered into an agreement for the purchase of Sustanable Electricitiey with ENGIE Energie Nederland N.V. on 19 July 2018 (the “RTHA PPA”);

c.)

has entered into an operations and management contract with Uper Energy Europe B.V. on 25 Augustus (the “RTHA O&M Agreement”); and

d.)

has entered into a Management Services Agreement on 25 August 2021 with Unisun Energy B.V. (the “RTHA MSA”);

e.)

obtained financing by way of an intercompany loan agreement by and between Alternus Energy Group PLC (as the lender) and the Company (as the borrower) dated 16 April 2021, which Alternus Energy Group PLC subsequently assigned to the Seller pursuant to an assignment of loan agreement dated 30 September 2023 (the “Shareholder Loan” and the intercompany loan agreement: the “Shareholder Loan Agreement”) and the entry into a EUR 10,683.00 loan agreement with ING Bank B.V. as lender on 9 August 2021 (the “RTHA Bank Loan” and the loan agreement the “RTHA Bank Loan Agreement”).

(C)

The Seller initiated a sale of their wider group solar activities through a controlled auction process and the Purchaser, after making a bid for the Project through the acquisitions of the Shares, was selected as the purchaser of the Shares.

(D)

During that auction process, the Seller granted the Purchaser, together with its professional legal, financial, tax and other advisors, and other Representatives, the opportunity to conduct a due diligence review into all aspects of the Shares, the SPV and the Business, including by (i) providing the Purchaser and its Representatives with vendor due diligence reports prepared by Seller’s advisers for purposes of the Transaction, (ii) granting them access to an electronic data room prepared for that purpose, (iii) organising site visits and (iv) allowing them to address any topic and to ask all questions they deemed material in connection with the Transaction. On that basis, the Purchaser together with its Representatives, completed a legal, commercial, financial, technical and tax due diligence review with respect to the SPV and its Business (the “Due Diligence Review”).

(E)

The Purchaser, at its own cost and for its benefit, took out a warranty and indemnity liability insurance policy with Acquinex A/S (Netherlands branch) (the “W&I Insurer”) which is (or shall as soon as it has been issued be) attached hereto as Schedule 2 (the “W&I Insurance Policy”).

(F)

Each of the Parties obtained all necessary corporate and other internal approvals to enter into this Agreement and to consummate the transactions contemplated by this Agreement.

(G)

The Purchaser has secured the funds necessary to consummate the transactions contemplated by this Agreement.

(H)

The Parties have, to the extent required in relation to the Transaction, complied with the provisions of the Social and Economic Council Merger Regulations (SER-Fusiegedragsregels 2015) and the Act on the works councils (Wet op de ondernemingsraden).

(I)

The Seller wishes to sell and transfer to the Purchaser and the Purchaser wishes to purchase and accept the Shares from the Seller, on the terms and subject to the conditions of this Agreement (the “Transaction”).

IT IS AGREED as follows:

Definitions

Capitalized terms in this Agreement have the meanings set out in Schedule 1, which Schedule also provides guidelines on the interpretation of this Agreement.

Sale, purchase, transfer AND ASSIGNMENT

2.1

Sale and purchase of Shares

(a)

The Seller hereby sells the Shares to the Purchaser and the Purchaser hereby purchases the Shares from the Seller, on the terms and subject to the conditions of this Agreement.

2.2

Transfer

(a)

The Seller undertakes to transfer the Shares sold by it to the Purchaser and the Purchaser agrees to accept the Shares from the Seller, on the Completion Date, free from Encumbrances (other than, for the avoidance of doubt, the Permitted Encumbrances), and with all rights attached to them, on the terms and subject to the conditions of this Agreement.

(b)

Subject to Completion and without prejudice to the other provisions of this Agreement, the economic benefit and burden of the Shares and all of the assets and liabilities and businesses of the SPV shall be for the risk and account (voor rekening en risico) of the Purchaser as from the Effective Date. The foregoing shall not preclude the Purchaser from claiming any amount in connection and in accordance with the provisions of this Agreement.

2.3

Shareholder Loan

The Seller undertakes to assign all rights and obligations under the Shareholder Loan to the Purchaser on the Completion Date and the Purchaser hereby undertakes to accept such assignment from the Seller. Such assignment shall be for the nominal value of the amount outstanding under the RTHA Shareholder Loan (including any interest and cost due or accrued on the Completion Date) (the “Shareholder Loan Nominal Value”) and be included in the Deed of Assignment and Transfer.

Purchase Price

3.1

Purchase Price

3.1.1

The Purchase Price for the Shares and the assignment of the Shareholder loan shall amount to:

(a)

EUR 1,355,995 (one million three hundred fifty five thousand nine hundred ninety-five euro), a calculation of which is included in Schedule 4 plus (if applicable) an amount equal to the interest accrued on the Intra-Group Payments Receivable up to Completion (the “Base Purchase Price”); minus

(b)

the Leakage Amount (if any); minus

(c)

the Additional Leakage Amount (if any); plus

(d)

the Shareholder Loan Nominal Value.

3.2

Completion Payment

3.2.1

On Completion, the Purchaser shall pay to the Notary Account the sum of:

(a)

the Base Purchase Price minus the Leakage Amount; plus

(b)

the Shareholder Loans Nominal Value,

(the “Completion Amount”).

3.2.2

The payment referred to in Clause 3.2.1 shall be made without any set-off or counterclaim and in addition will be free and clear of, and without any deduction of withholding for or on account of, any tax or other deductions of any nature.

3.3

Intra Group Payments

3.3.1

Over the course of 2023, the SPV has (i) made certain payments to or on behalf of the Seller and (ii) has received certain payments from or on behalf of the Seller, which have not been processed in the SPV’s administration (the “Intra-Group Payments”). The Seller and the SPV will label: (i) those Intra-Group Payments from the SPV as a receivable against the Seller. In addition, the Seller and the SPV shall label any 2023 payments received by the SPV from or on behalf of the Seller as a payable. Such payables shall serve to reduce the receivable created by the Intra-Group Payments (the resulting amount: the “Intra-Group Payments Receivable”).

3.3.2

The Seller undertakes to procure that the SPV seeks a ruling indicating that the Tax Authorities agree with the SPV’s labelling and treatment of the Intra-Group Payments as receivable and therefore not as repayment of the Shareholder Loan (the “Ruling”). The Seller shall procure that a draft Ruling shall be provided to the Purchaser for its consideration, before being submitted to the Tax Authorities. The Purchaser shall have seven (7) Business Days to provide its comments, absent which the SPV shall be authorised to submit the Ruling to the Tax Authorities.

3.4

Assignment and Set-Off

3.4.1

Unless it is at such time apparent that the Tax Authorities have not agreed with the labelling of the Intra-Group Payments, as part of Completion and immediately following the transfer of the Shares, the Seller, the SPV and the Purchaser shall enter into an assignment agreement in which:

(a)

the SPV shall assign the Intra-Group Receivable (including all accrued interest up to the date of Completion: which amount: the Intra-Group Payments Amount) to the Purchaser; and

(b)

the resulting receivable of the Purchaser against the Seller in the amount of the Intra-Group Payments Amount, is set-off against the Purchaser’s obligation to pay the Completion Amount (in as far as possible against the Base Purchase Price),

(the “Assignment and Set-Off Agreement”).

3.4.2

If the Tax Authorities have not agreed with the labelling of the Intra-Group Payments, the Seller and the Purchaser, acting reasonably, shall discuss in good faith on the relabelling and funds flow at Completion, that will, where possible, optimise both Parties’ tax position.

LEAKAGE

4.1

No leakage

4.1.1

The Seller covenants to the Purchaser that in the period following and including the Effective Date up to the Completion Date (the “Interim Period”) no Leakage will occur except for Permitted Leakage.

4.1.2

If Leakage is incurred in the Interim Period, the amount of Leakage, however only to the extent that such amount exceeds EUR 560,000 (five hundred sixty thousand euro). resulting from such breach of the covenant of this Clause 4.1.1 (the “Leakage Amount”) is deducted on a euro-for-euro basis from the Purchase Price in accordance with Clause 3.1 and taken into account in determining the Completion Amount pursuant to Clause 3.2.1. In addition, the Seller shall indemnify the Purchaser for any and all Additional Leakage on a euro for-euro basis.

4.2

Leakage Tax Benefits

Any amount of (Additional) Leakage shall be calculated on an after-Tax basis by deducting the Leakage Tax Benefit.

4.3

Leakage notice

Ultimately ten (10) Business Days prior to Completion the Seller shall deliver a notice to the Purchaser setting out the Leakage Amount, providing sufficient detail as to enable the Purchaser to assess the amount and basis for the Leakage Amount attributable for the SPV (the “Leakage Notice”). Save for fraud or manifest error, the Leakage Notice shall be binding for the purposes of determining the Completion Amount.

4.4

Additional Leakage

4.4.1

If and to the extent that the Purchaser, within six (6) months from Completion, identifies that (i) there has been any Leakage (other than Permitted Leakage) and no adjustment to the Completion Amount was made in respect of such Leakage in accordance with Clause 3 or otherwise reimbursed to or on behalf of the SPV by the Seller, or (ii) when a Leakage Tax Benefit is denied, reversed or otherwise incorrectly taken into account when determining the Leakage Amount ((i) and (ii) together referred to as “Additional Leakage”), then the following shall apply:

(a)

the Purchaser may, within six (6) months from Completion, deliver a written notice to the Seller setting out the Additional Leakage together with reasonable detail and evidence of the Additional Leakage as to enable the Seller to assess the Additional Leakage and the basis therefore and all underlying documents (the “Additional Leakage Notice”);

(b)

the Seller may, within 20 Business Days of receipt of the Additional Leakage Notice, deliver a written notice to the Purchaser disputing the Additional Leakage (the “Dispute Notice”), following which the Seller and the Purchaser must negotiate in good faith to agree the Additional Leakage. If the Seller and the Purchaser do not agree the Additional Leakage within 20 Business Days of delivery of the Dispute Notice, the Additional Leakage will be determined by an Independent Expert in accordance with the following:

(i)

the terms of reference for the Independent Expert will be to determine the Additional Leakage, if any, within 30 Business Days of appointment;

(ii)

the Independent Expert will be entitled to determine the procedure applicable to its determination;

(iii)

the Seller and the Purchaser must each promptly provide access to all information and staff as may be requested by the Independent Expert;

(iv)

the Independent Expert will act as expert and not as arbitrator;

(v)

the Independent Expert will determine the dispute by means of a binding advice (bindend advies);

(vi)

the Seller and Purchaser may each require that the Independent Expert meet with the Seller’s accountants or the Purchaser’s accountants, as the case may be, immediately upon engagement of the Independent Expert;

(vii)

the costs of the Independent Expert will be borne as determined by the Independent Expert; and

(viii)

the Seller and Purchaser must each fully comply with the binding advice as rendered by the Independent Expert.

(c)

if (i) any Additional Leakage is agreed or determined in accordance with this Clause 4.4.1 and (ii) the Additional Leakage, together with the Leakage exceeds amount of EUR 560,000 (five hundred sixty thousand euro), the Seller must reimburse the Purchaser for an amount equal to the excess decreased by the Leakage Amount (unless such amount is a negative amount, in which case it shall be deemed to be zero) (“Additional Leakage Amount”) within ten (10) Business Days of agreement or determination in accordance with this Clause. In the event Seller has not reimbursed Purchaser for the Additional Leakage Amount within the ten (10) Business Days as referred to in the preceding sentence, it is understood that any costs reasonably incurred by the Purchaser in making recovery of the Additional Leakage Amount shall be for the account of Seller and shall be included in the Additional Leakage Amount for the purpose of this Agreement.

4.4.2

Any and all liability of the Seller will lapse in respect of Additional Leakage if and to the extent no Additional Leakage Notice is filed in respect of any such Additional Leakage within six (6) months after Completion.

Loans

5.1

Shareholder Loan

Ultimately ten (10) Business Days prior to Completion, the Seller shall procure that the relevant member or members of Seller’s Group shall provide the Purchaser with one or more letter(s), stating the Shareholder Loan Nominal Value.

5.2

RTHA Bank Loan

The Parties shall procure that ING Bank N.V. shall enter into a bank consent, waiver and amendment agreement, pursuant to which ING Bank N.V. shall waive the rights triggered as a result of the Transaction and provide its approval for the Transaction. As a result of which the RTHA Bank Loan (as amended pursuant to such agreement) shall remain in place after Completion on basically the same conditions as set out in the facility agreement between ING Bank N.V and SPV of 9 August 2021 (the agreement / letter / agreement documenting the waiver and approval, and if applicable any amendments: the “Bank Consent, Waiver and Amendment Agreement”).

CONDUCT PRIOR TO COMPLETION

6.1

As from the date of this Agreement (the “Signing Date”) until Completion, the Seller shall:

(a)

permit the Purchaser and its Representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Property, and to the books and records of, the SPV;

(b)

furnish to the Purchaser and its Representatives any information with respect to the SPV that the Purchaser and its Representatives may reasonably request;

(c)

use all reasonable efforts to procure that the SPV shall act in the ordinary course of business consistent with past practice and preserve, in all material respects, its relationships with any customer, supplier, service providers and any Governmental Authority.

6.2

As from the Signing Date until Completion, the Seller shall promptly inform the Purchaser of any material adverse change in relation to SPV, its Business, the Shares or the Property Rights including any possible breach of the Warranties or other breach of this Agreement of which the Seller becomes aware.

6.3

Notwithstanding any of the other restrictions set out in this Agreement and except as otherwise provided in this Agreement or as the result of the fulfilment of any obligations of any agreement included in the Disclosed Information, the Sellers shall procure that the Company shall not:

(a)

create, allot, issue, repurchase or redeem any shares or other securities in the SPV;

(b)

issue, or grant any option in respect of, any shares in or loans to the SPV or make any distributions of profits or reserves (whether in cash or in kind);

(c)

enter into any agreements and/or deeds relating to the Property Rights;

(d)

sell, convey, transfer or otherwise dispose or assign the Property Rights or grant any rights, encumbrances (or easements over the Property Rights or enter into any material covenants affecting the Property Rights or agree to do any of the foregoing;

(e)

cancel, terminate, permit to lapse, or materially modify any insurance policy;

(f)

sell, transfer or otherwise dispose of any Share;

(g)

enter into any agreement that cannot be terminated withing three (3) months or represents an aggregate cost or value in excess of EUR 50,000;

(h)

create, grant or issue or agree to create, grant or issue any Encumbrance over the Shares, or any asset of the SPV;

(i)

incur any additional debt, additional borrowings or become liable in respect of any obligation of any third party, other than pursuant to the existing financing arrangements;

(j)

amend their articles of association or other corporate documents, enter into or authorise any transaction which affects its corporate status;

(k)

dissolve or liquidate or issue a petition for the SPV bankruptcy or suspension of payments;

(l)

form any subsidiary or acquire or sell any share in any company or participate in, or terminate any participation in, any partnership or joint venture and/or cooperate with the merger (fusie) and/or split or split-off (splitsing of afsplisting) involving the SPV;

(m)

settle, compromise, agree or materially negotiate any audit, enquiry, assessment, dispute or litigation in respect of the SPV, including but not limited to, relating to Tax with any Tax Authority, enter into any closing agreement or similar agreement with any Tax Authority, or consent to any extension or waiver of the limitation period relating to Tax in respect of the SPV;

(n)

amend, renew, terminate or vary the RTHA PPA; and

(o)

agree or commit to any of the foregoing.

6.4

If on 30 January 2024 the Conditions Precedent have not been fulfilled, the Seller shall procure that ultimately on 10 February 2024 the Equity Commitment Letter is delivered to the Purchaser (and the Seller).

6.5

The Seller shall procure that the Company shall use its commercially reasonable efforts to ensure that he period of the RTHA Sublease shall be extended to a period of 35 years (as from the moment of such renewal) on the same conditions as currently apply.

CONDITIONs PRECEDENT

7.1

Completion shall be conditional on the following conditions being satisfied or waived on or prior to the Completion Date, but ultimately by 28 February 2024, or such later date as the Parties may agree in writing (the “Long Stop Date”):

(a)

the Bank Consent, Waiver and Amendment Agreement having been agreed on terms acceptable to the Purchaser (acting reasonably) and having been signed by all parties thereto;

(b)

the Seller having provided to the Purchaser evidence in writing of in respect of an amendment to the RTHA O&M Agreement in basically the same form as the draft attached hereto as Schedule 10 or if same is not achieved, (ii) termination, subject only to the transfer of shares in the SPV;

(c)

Rotterdam Airport B.V. having:

(i)

either (i) waived its right of first offer or (ii) after having been offered the Shares in relation to the Transaction in accordance with (clause 12 of) the RTHA Sublease, not having made use of its right of first offer; and

(ii)

approved, in writing, the proposed transfer of the Shares to the Purchaser in accordance with (clause 13) of the RTHA Sublease and such approval not being conditioned (including where it relates to the replacement of Seller’s Group guarantees) in a manner that is not satisfactory to the Purchaser acting reasonably;

(d)

the filing, with the Trade Register of the Accounts;

(e)

the absence from the Bring Down Disclosure Letter of a Breach of the Seller’s Warranties that is reasonably likely to result in Damages in excess of EUR 20,000 (twenty thousand euro);

(f)

the fulfilment of the “Conditions Precedent” as defined in the Share Purchase Agreement dated on or about the date hereof relating to sale of the shares in the capital of Zonnepark Rilland B.V. to the Purchaser,

(g)

the SPV having submitted the request for the Ruling;

(h)

the W&I Insurance Policy, which reflects the terms and conditions herein, having been issued by the W&I Insurer and provided to the Seller,

(each a “Condition Precedent” and collectively the “Conditions Precedent”).

7.2

The Parties shall use commercially reasonable efforts to ensure that the Conditions Precedent are fulfilled as promptly as possible, and in any event by the Long Stop Date.

7.3

Where any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Authority or any other person challenging (any part of) the Transaction, each Party shall co-operate in all respects with the other Party and use its reasonable endeavours to defend, contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts the Completion.

7.4

The Seller shall notify the Purchaser as soon as reasonably possible after becoming aware that a Condition Precedent has been satisfied.

7.5

If the Seller becomes aware of anything that could reasonably be expected to prevent or delay the satisfaction of a Condition Precedent, it shall as soon as reasonably possible inform the Purchaser, providing appropriate details and clarification as to the reason why the relevant Condition Precedent will or may not be satisfied.

7.6

The Conditions Precedent set out in Clauses 7.1(a), 7.1(b), 7.1(d), 7.1(d), 7.1(e), 7.1(f) and 7.1(g), are solely for the benefit of the Purchaser and may be waived (in whole or in part) by the Purchaser in writing and at its sole discretion, meaning that the relevant Condition Precedent will then be deemed to no longer exist and will no longer have a suspensive effect on the obligation of the Purchaser to proceed with Completion. The Condition Precent set out in Clause 7.1(c) is for the benefit of all Parties and may, to the extent permitted by Law, be waived (in whole or in part) by the Seller and the Purchaser.

7.7

The Condition Precedent set out in Clause 7.1(h) may only be waived by both Seller and Purchaser in their sole discretion.

7.8

The Parties may agree on an extension of the Long Stop Date in writing in accordance with Clause 15.7.3.

7.9

If on the Long Stop Date (as extended from time to time):

(a)

the Conditions Precedent have not been satisfied or waived, the Purchaser (provided it is not in breach of its obligations under Clause 7.2) may by written notice to the Seller, within 20 Business Days after the Long Stop Date (as extended from time to time), terminate this Agreement with immediate effect and the Parties shall forthwith take all such other actions as necessary to reverse any action already taken pursuant to this Agreement where it relates to the Completion;

(b)

the Condition Precedent set out in Clause 7.1(c) has not been satisfied or waived the Seller, provided it is not in breach of its obligations under Clause 7.2), may by written notice to the Purchaser, within 20 Business Days after the Long Stop Date (as extended from time to time), terminate this Agreement with immediate effect and the Parties shall forthwith take all such other actions as necessary to reverse any action already taken pursuant to this Agreement where it relates to the Completion.

Completion

8.1

Date and place

Unless this Agreement is terminated in accordance with its terms, Completion takes place at the offices of the Notary, on the date that is fifteen (15) Business Days after the fulfilment or waiver of the Conditions Precedent such however always provided that the situation set out in Clause 7.1(e) does not apply at such time, and unless another date is agreed between the Parties in writing in which case Completion will take place on such agreed date.

8.2

Notary Letter

The Parties shall procure that a letter to be drawn up by the Notary setting out the details of the funds flow on the Completion Date (the “Notary Letter”) shall be signed ultimately one day prior to the Completion Date.

8.3

Completion Steps

8.3.1

On the Completion Date the following steps and actions shall be executed in the order set out below, to the extent not already executed prior to Completion:

(a)

the Purchaser and the Seller shall confirm in writing the satisfaction, or waiver as the case may be, of the Conditions Precedent.

(b)

the Purchaser shall pay or cause to be paid an amount equal to the Completion Amount to the Notary Account in accordance with Clause 8.5;

(c)

each Party shall take (or have taken), or procure to be taken, the actions listed in relation to it or its Affiliates in Part 1 of Schedule 5 in the sequence set out therein

(together: “Completion”)

8.3.2

Completion shall be deemed effected no sooner than all such steps and actions as referred to in Clause 8.3.1 and Part 1 of Schedule 5 having been completed or, as the case may be, waived by the relevant Party.

8.3.3

The effectiveness of each of the actions taken by or on behalf of a Party is conditional upon the occurrence of the actions preceding such action either in Clause 8.3.1 or Part 1 of Schedule 5 having been completed.

8.4

Failure to take Completion actions

8.4.1

If the Seller on one hand or the Purchaser on the other hand fails to perform any action required from it in Clause 8.3.1 and Part 1 of Schedule 5 on the date required of it pursuant to this Agreement (this Party, the “Non-Performing Party”), the other Party (the “Performing Party”) may at its discretion, but provided the Non-Performing Party has at such time still not performed such action, by written notice to the Non-Performing Party no later than five (5) Business Days after the date on which such actions had to be performed:

(a)

proceed to Completion to the extent reasonably possible and permitted by Law; or

(b)

terminate this Agreement with immediate effect in which event the Parties shall forthwith take all such actions as necessary to reverse any action already taken pursuant to this Agreement, without prejudice to Clause 14 of this Agreement; or

(c)

for one time only, defer Completion for up to two (2) weeks; or

(d)

any such election by the Performing Party shall be without prejudice to any other rights or remedies available to the Performing Party against the Non-Performing Party.

8.4.2

If a Performing Party terminates this Agreement pursuant to Clause 8.4.1 the provisions of Clause 14 shall apply.

8.5

Completion Amount

The Purchaser shall procure that an amount equal to the Completion Amount shall have been paid in cash, in immediately available funds and with value on the Completion Date, by or on behalf of the Purchaser by wire transfer to the Notary Account under the reference “Project Atlantis RTHA” by no later than 11:00 AM CET on the Completion Date. Such shall, in accordance with the Notary Letter be held by the Notary in the Notary Account for the benefit and at the instruction of the Purchaser until the Deed of Assignment and Transfer has been duly executed as of which such amounts shall be held by the Notary for the benefit of the parties set out in the Notary Letter. One (1) Business Day after the Completion Date the Notary shall arrange the payment of the Completion Amount in accordance with the Notary Letter upon receipt by the Notary (after doing an independent investigation) of confirmation after 15:00 PM CET on such Business Day after the Completion Date:

(a)

by the land registry (kadaster) that no prior encumbrance, attachment (beslag) or other limited rights (beperkte rechten) were registered in respect of the Property Rights; and

(b)

from the bankruptcy clerk’s office (faillissementsgriffie) of the court of Amsterdam, the Netherlands, that the SPV was not granted suspension of payments (surseance van betaling) or declared bankrupt (failliet verklaard).

Post-Completion obligations

9.1

Books and records

9.1.1

For a period of seven (7) years as from Completion, or for such longer or shorter period as may be prescribed by Law, the Purchaser shall, and (where applicable) shall procure that the SPV shall, retain any books, records and other written information relating to the SPV and the Property Rights in respect of the period up to and including Completion which are located at the offices of the SPV or which are held by or on behalf of any member of the Purchaser’s Group pursuant to Completion.

9.1.2

After Completion, the Seller and the Purchaser shall, upon reasonable notice and to the extent reasonably required for Tax, accounting or compliance purposes permitted by Law, allow each other to view, inspect, download and make copies of the books, records, and other information relating to the SPV (in respect of the Seller to the extent retained after Completion), respectively, during normal office hours, it being understood, however, that all costs relating to such access shall be for the account of the Party requesting such access and access to any such information that relates to any pending or threatened dispute in connection with this Agreement may be withheld or restricted by the retaining party in its sole discretion.

Warranties

10.1

Seller’s Warranties

10.1.1

The Seller, taking into account the Shares sold by it and the limitations set out in Schedule 7, represents and warrants (garandeert) to the Purchaser that, save as Disclosed, each of the Seller’s Warranties are true and accurate on the Signing Date and on the Completion Date or (if specifically included in Seller’s Warranty) on the specific other date explicitly stated in Seller’s Warranty.

10.1.2

The Seller acknowledges that the Purchaser has entered into this Agreement in reliance upon the Seller’s Warranties being true and accurate on the Signing Date and at Completion or on the specific other date explicitly stated in Seller’s Warranty and that the Seller’s Warranties constitute an express allocation of risk between the Parties.

10.1.3

The Purchaser acknowledges that:

(a)

it and its Representatives have been provided with sufficient opportunity to review any and all Disclosed Information and to request and review all other information and clarification they deemed relevant before entering into this Agreement;

(b)

in entering into this Agreement and any other Transaction Document, it is not relying upon, and shall not have any right or remedy in respect of, any undertaking, representation, warranty, offer, promise, assurance or other statement made by or on behalf of the Seller, whether express or implied, unless it is expressly set out in this Agreement or any other Transaction Document;

(c)

at the date hereof neither it nor any of its Affiliates or Representatives is aware of a breach of the Seller’s Warranty;

(d)

the only Seller’s Warranties given in respect of Tax are the Tax Warranties and none of the other Seller’s Warranties shall be deemed to cover Tax;

(e)

the Seller does not make any representation or warranty as to the accuracy of any forecast, estimates, projections, statements of intent or statements of opinion or similar statements provided to the Purchaser, any member of the Purchaser’s Group or any of its their respective Representatives and that no liability can be based thereon;

(f)

the Seller shall not be liable in respect of any Claim for a breach of the Seller’s Warranty unless Completion occurs.

10.1.4

The Purchaser hereby waives, and shall procure that its Affiliates shall waive, by means of an irrevocable third-party covenant for no consideration, its rights to bring any claim against any present or former director or Employee of the SPV in respect of any information, opinion or advice supplied or given (or omitted to be supplied or given) by him or her in connection with the Transaction, save in case of fraud (bedrog) on the part of such present or former director or Employee.

10.2

Purchaser’s Warranties

The Purchaser hereby warrants to the Seller that each of the statements set out in Schedule 7 (the “Purchaser’s Warranties”) is true and accurate on the Completion Date.

10.3

Breach

Except as expressly otherwise provided in this Agreement, or other than in respect of Clauses 6, 7.2, 8, 9, 12.2, but always and subject to the limitations of liability set out herein, in case of a breach of any provision of this Agreement by the Seller, it shall, by means of an exclusive remedy (i.e. not have the ability to claim specific performance), compensate the Purchaser for the Damage suffered or incurred by the Purchaser and/or the Company as a result of such breach, it being explicitly agreed and understood that the W&I Insurance Policy shall be the Purchaser’s sole recourse in case of a Claim for breach of any of the Seller’s Warranties or a Claim under the Tax Indemnity (as further set out in Clause 11 and Schedule 7).

W&I insurance policy

11.1

Undertaking

The Purchaser undertakes to the Seller that:

(a)

save for the limit of EUR 1, set out in paragraph 1(a) of Schedule 7, the W&I Insurance Policy shall provide exclusive coverage to the Purchaser (which for the purpose of this Clause 11 shall be deemed to include, any member of Purchaser’s Group or any assignee or successor of the Purchaser or member of the Purchaser’s Group) in relation to any individual claim, or a series of claims arising from the same facts or circumstances. The sole recourse of the Purchaser in respect of any Warranty Claim or Tax Indemnity Claim shall be the W&I Insurer under the W&I Insurance Policy. This clause 11.1(a) applies regardless of whether or not the applicable Warranty Claim or Tax Indemnity Claim is covered by the W&I Insurance Policy. Neither:

(i)

any failure of the Purchaser to enter into, or to comply with the terms of, the W&I Insurance Policy, nor

(ii)

any unavailability of the W&I Insurance Policy or recourse thereunder for whatever reason, unless specifically provided otherwise in this Agreement, shall create or increase any liability of the Seller pursuant to or in connection with this Agreement in any way.

(b)

Clause 11.1(a) shall not apply in the event of fraud (bedrog) within the meaning of article 3:44 DCC, on the part of or attributable to the Seller in connection with the giving of the Seller’s Warranties or the Tax Indemnity.

(c)

it shall procure that the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) for the benefit of the Sellers that the W&I Insurer shall not claim from the the Sellers’ Group (including for the avoidance of doubt: the Company) and any of their Representatives in connection with any Claim for Breach of the Seller’s Warranties, or any Claim under the Tax Indemnity, save to the extent that such Claim arises from fraud (bedrog) within the meaning of article 3:44 DCC, by or attributable to such member of Seller’s Group or their Representatives in connection with the giving of the Seller’s Warranties and the Tax Indemnity. The W&I Insurance Policy shall also include a provision that the aforementioned provision in the W&I Insurance Policy may not be amended or waived without the Seller’s prior written consent (which shall in turn also be an irrevocable third party stipulation for no consideration (onherroepelijk derdenbeding om niet) for the benefit of the Sellers);

(d)

it will immediately after the execution of this Agreement, duly execute the W&I Insurance Policy, which, when executed, will be in full force and effect; and

(e)

it will satisfy all the conditions to coverage under the W&I Insurance Policy, including the payment of premium, in accordance with the W&I Insurance Policy, and also otherwise comply with all terms of the W&I Insurance Policy.

(f)

any costs, premium, Tax and fees in relation to the W&I Insurance Policy shall be paid by the Purchaser.

11.2

Bring Down Disclosure Letter

In connection with obtaining the W&I Insurance Policy, the Seller shall, ultimately two (2) Business Day prior to the Completion Date, issue to the Purchaser a Disclosure Letter in sufficient detail (and shall append the relevant information and documents) of any facts or circumstances (if any) of which the Sellers have become aware of during the period as from the Signing Date until the date of the Disclosure Letter, after having made due enquiry with the persons referred to in paragraph 1.2.1(i) of Schedule 1, which have resulted or are reasonably likely to result in a Claim (the “Bring Down Disclosure Letter”), If pursuant to the W&I Insurance Policy, the Purchaser is required to provide certain additional information and answer certain questions to the W&I Insurer in connection with the Seller’s Warranties given as of the Completion Date. The Seller agrees to provide its reasonable assistance to the Purchaser in view such requirements under the W&I Insurance Policy and will be available to assist with reasonable requests for information and confirmations by the Purchaser.

Tax

12.1

Schedule 9 applies in respect of the Tax matters set out therein. In case of a conflict between the provisions of Schedule 10 and the other provisions of this Agreement Schedule 10 prevails to the extent of the conflict.

12.2

The Purchaser is of the opinion that the Shares are not shares as described in Article 4 Paragraph 1 subparagraph a. of the Legal Transactions Taxation Act (Wet op belastingen van rechtsverkeer) on the basis that any assets held by the SPV, which are considered real estate assets for the purpose RETT are held by the Company, from the start of its activities, as assets used for the purpose of running its business and are not used, in the broadest sense, as an investment object held with the aim of exploitation of these real estate assets. For the avoidance of doubt, the Purchaser will be responsible should, for any unforeseen reason, any RETT be due as a result of the consummation of the Transaction. Seller will, upon the reasonable request of Purchaser, provide Purchaser with the information and documentation pertaining to the Company’s business, which the Seller has at its free disposal, and which could support the Purchaser in its defence of the aforementioned position vis-à-vis the Tax Authority.

Confidentiality and announcements

13.1

Confidential Information

13.1.1

Subject to Clause 13.2, each Party shall, and shall procure that its Representatives and each other person to whom it discloses Confidential Information or to whom Confidential Information is disclosed at its request, shall keep confidential and not disclose or make available to anyone:

(a)

the existence or contents of the Transaction Documents, including this Agreement and any ancillary documents;

(b)

the subject matter or process of negotiations or any disputes between the Parties in connection with the Transaction;

(c)

in case of the Seller, any information of a secret or confidential nature received or held by the Seller or any of its Representatives which relates to the Purchaser’s Group or, following Completion, the SPV or their businesses; or

(d)

in case of the Purchaser, any information of a secret or confidential nature received or held by the Purchaser or any of its Representatives which relates to the Seller Group or, prior to Completion, the SPV or their businesses,

(together, the “Confidential Information”), unless and to the extent the Confidential Information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party, in which case such information shall no longer be deemed to form part of the Confidential Information.

13.1.2

Each of the Parties shall, or shall procure that each of the Parties shall, or shall procure that each of its Representatives and other persons to whom it disclosed Confidential Information or to whom the Confidential Information was disclosed at its request shall, on reasonable written demand from the other Party, immediately and at its own cost and expense, without keeping copies, (i) return to that other Party, all documents containing Confidential Information made available to it by (or on behalf of) that other Party or any of that other Party’s Representatives, (ii) destroy all reports, analyses, compilations, studies or other materials which contain or have been derived from or otherwise reflect any Confidential Information, (iii) expunge all Confidential Information from any of its computers or other devices containing Confidential Information, and (iv) upon request by that other Party, deliver to that other Party a certificate signed by it confirming that the obligations contained in this Clause 13.1.2 have been complied with, provided that each of the Parties may retain any Confidential Information as may be required by Law.

13.2

Permitted disclosures of Confidential Information

A Party may disclose Confidential Information only:

(a)

with the prior written approval of the other Party;

(b)

to the extent required by Law or pursuant to an order of a Governmental Authority;

(c)

to the extent required for the purposes of fulfilling its obligations under this Agreement;’

(d)

to the extent required for the purposes of fulfilling its obligations under this Agreement, including the W&I Insurance;

(e)

to Seller’s or the Purchaser’s financiers, investors and/or their legal counsel;

(f)

in routine public company disclosures (including financial statements, press releases, investor materials and filings with any securities exchange or regulator);

(g)

to a Tax Authority in connection with the tax affairs of the disclosing party.

(h)

to the extent reasonably required to conduct the defence of a claim or to enforce any rights or to exercise any remedies under this Agreement or any related agreement;

(i)

to that Party’s Representatives or Affiliates, but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of and instructed to adhere to the terms of this Clause as if bound by them; and

(j)

to a person that has the intention to assume rights or obligations of such Party under and in accordance with this Agreement, but only to the extent necessary and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of and instructed to adhere to the terms of this Clause as if bound by them,

provided that if a Party is required by Law or pursuant to an order of a Governmental Authority to disclose any Confidential Information, it shall promptly notify the other Party. The Party required to disclose Confidential Information shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing and content of such disclosure, or any action which the other Party may reasonably elect to challenge such requirement.

13.3

Announcements

No announcement or press release regarding the Transaction or any element thereof shall be made or issued other than with the prior written approval from each of the Parties. This shall not affect any announcement required by Law (including the regulations of any relevant stock exchange as applicable to any Party), provided that the Party with an obligation to issue an announcement shall as soon as reasonably possible notify the other Party. The Party with an obligation to make an announcement shall, if reasonably possible and lawful, co-operate with the other Party with regard to the timing and content of such announcement, or any action which the other Party may reasonably elect, to challenge such requirement.

13.4

Controlled auction disclosures

13.4.1

The Purchaser acknowledges and agrees that the Transaction is the result of a controlled auction process organised by the Seller in connection with the sale of the Shares and that third parties may have received (confidential) information (subject to confidentiality agreements) regarding the SPV and their Businesses.

13.4.2

The Purchaser also agrees that, in case any such third party breaches any such confidentiality agreement:

(a)

the Seller shall not be liable towards the Purchaser in respect of such breach; and

(b)

the Seller shall not be obligated to take any action or exercise any rights (if any) in relation to such breach on its own initiative.

13.4.3

If the Purchaser, however, reasonably requests the Seller to take action or exercise rights (if any) against any such third party in relation to any such breach, the Seller shall, at its sole discretion:

(a)

take reasonable efforts to exercise rights against such third party in respect of such breach, taking into account the reasonable interests of the Purchaser; or

(b)

assign its rights against such third party in respect of such breach to the Purchaser for nil consideration, but at the Purchaser’s cost and expense.

Consequences of Termination

If this Agreement is terminated in full which termination can only occur (i) by mutual written agreement or (ii) on the basis of and in accordance with the relevant provisions of this Agreement, then:

(a)

the Party terminating this Agreement in accordance with its terms will not incur any liability as a result thereof and no Party will be obligated to consummate the Transaction;

(b)

all rights and obligations of the Parties under this Agreement shall end and become ineffective, however such termination shall be without prejudice to any rights a Party may have vis-à-vis the other Party in connection with a breach of any provision of or obligation under this Agreement occurring prior to its termination, unless stated otherwise in this Agreement;

(c)

the following provisions will remain in full force and effect after termination of this Agreement; Clauses 1, 10.1.4, 12.2, 14, 14, 15.2, 15.3, 15.4, 15.5, 15.6, 15.7, 15.8, 15.9, 16, 17, 18 and Schedule 1.

Miscellaneous

15.1

Further assurances

Each Party shall, at its own cost and expense, execute such documents and do such things, or procure (as far as it is reasonably able) that another person executes such documents and does such things, as the other Party may from time to time reasonably require in order to give full effect to, and give each Party the full benefit of, this Agreement.

15.2

Costs and expenses

(a)

except as otherwise provided in this Agreement, each Party shall pay its own costs and expenses relating to the negotiation, preparation and execution by it of this Agreement and any other Transaction Documents and the fulfilment of its obligations hereunder;

(b)

the costs and expenses of the Deed of Assignment and Transfer and other notarial documents required to give effect to the transfer of the Shares shall be borne by the Purchaser, however the cost of releasing any securities for financing that will be paid off as a result of this Transaction shall be for the relevant Seller.

15.3

Payments

15.3.1

Except as otherwise provided in this Agreement, all payments to be made hereunder shall be made in euro by way of electronic transfer in immediately available funds on or before the due date for payment and for the same day value:

(a)

if to the Seller, to relevant Seller’s Accounts;

(b)

if to the Purchaser, to the Purchaser’s Account; and

(c)

if to the Notary, to the Notary Account.

15.3.2

In case payments are made to the Notary Account, each of the Parties approves of ABN AMRO N.V., as the bank to hold the amounts so paid in accordance with this Agreement, and acknowledges and agrees that neither the Notary nor ABN AMRO N.V. shall have a responsibility to any Party, or anyone claiming through a Party, for any loss arising out of the failure or inability of ABN AMRO N.V. to repay or pay out any such amounts at any time.

15.3.3

Except as otherwise provided in this Agreement, if a Party defaults in the payment, when due, of any sum payable under this Agreement, it shall pay statutory interest on the basis of section 6:119 DCC at the then applicable rate on that sum from the date on which payment is due up to and including the date of actual payment, which interest shall accrue from day to day.

15.3.4

Where any payment is made under this Agreement, that payment shall, to the extent possible, be treated as an adjustment of the Purchase Price equal to any such amount and be treated accordingly by the Parties in all relevant respects, including for Tax purposes.

15.4

Assignment

The rights and obligations of a Party under this Agreement cannot be assigned, otherwise transferred (whether directly or indirectly) or Encumbered, without the prior written consent of the other Party. Any purported assignment, transfer or Encumbrance in breach of this Clause 15.4 shall be null and void.

15.5

Entire agreement

This Agreement (together with the other Transaction Documents) represents the entire understanding, and constitutes the whole agreement, in relation to the Transaction and replaces any prior agreement including undertakings, arrangements, offer letters, understandings or statements of any nature (whether or not in writing) between the Parties with respect thereto. If and to the extent there is a conflict between the provisions of this Agreement and the aforementioned confidentiality agreement, this Agreement shall prevail.

15.6

Remedies

Except as otherwise provided in this Agreement, each Party hereby excludes or irrevocably waives its rights arising out of Title 1 of Book 7 DCC, its right to invoke Section 6:228 DCC (as a consequence of which an error shall remain for the risk of the Party in error) and its right to invoke any protection provided by the Law in relation to this Agreement, including the right to:

(a)

rescind (ontbinden) this Agreement in whole or in part;

(b)

suspend (opschorten) any of its obligations under this Agreement; and

(c)

nullify (vernietigen) or amend (wijzigen) this Agreement in whole or in part,

other than the right to claim damages (schadevergoeding).

15.7

Waiver and variation

15.7.1

Except as otherwise provided in this Agreement, no omission or delay on the part of any Party in exercising any right or remedy under this Agreement or by Law shall be construed as a waiver thereof or of any other right or remedy, nor shall prejudice or impair any further exercise of such or any other right or remedy. Any single or partial exercise of any right or remedy under this Agreement or by Law shall not preclude the further or any future exercise thereof or of any other right or remedy.

15.7.2

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver, and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach or default.

15.7.3

An amendment of or supplement to this Agreement shall only be valid if it is in writing and duly signed by or on behalf of the Parties.

15.8

No third party beneficiaries

This Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement is intended to or implicitly confers upon any other person any right, benefit or remedy of any nature whatsoever. In the event that any third party stipulation contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.

15.9

Severability

If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to be illegal, invalid or unenforceable in whole or in part under any Law, then such provision shall to that extent be deemed not to form part of this Agreement and, to the extent reasonably possible, replaced by the Parties with a legal, valid and enforceable provision that, seen in the context of this Agreement as a whole, achieves as closely as possible the intention of the Parties under this Agreement, without affecting the legality, validity and enforceability of the remainder of this Agreement.

Notices

16.1.1

Any communication to be made under or in connection with this Agreement, including any notice to be given by a Party to the other Party, shall be in writing and in English, and except as otherwise provided in this Agreement, may be by letter or email.

16.1.2

The (email) address and the SPV, department or officer, if any, for whose attention the communication is to be made of each Party for purposes of any communication under or in connection with this Agreement is that identified in this Clause 16.1.2 or any substitute (email) address or company, department or officer as a Party may notify the other Party or Parties by not less than 5 (five) Business Days’ notice.

(a)

The Seller:

AEG JD 02 LIMITED

Address:

Suite 9/10, Plaza 212, Blanchardstown Corporate Park 2, Blanchardstown, Dublin, D15 R504, Ireland

Attention:

Tali Durant, Chief Legal Officer

Email:

[email protected] and

[email protected]

With a copy to: Bird & Bird (Netherlands) LLP

Address: Office building SOM1, Gustav Mahlerlaan 42

Amsterdam

1082 MC

The Netherlands

Email:

[email protected]

Attention:

Sophie Dingenen

(b)

The Purchaser:

THEIA INVESTMENT (NETHERLANDS) 1 B.V.,

Address:

Laarderhoogtweg 25, 1101EB Amsterdam

Attention:

David Lindsay, Angelo Prete and Porfirio Squadrone

Email:

[email protected], [email protected] and [email protected]

With a copy to:

Dentons Europe LLP

Gustav Mahlerplein 2

1082 MA Amsterdam

The Netherlands

Email:

[email protected]

Attention:

Casper Haket

16.1.3

Any notice shall be delivered by hand or courier, or sent by registered post or email, and shall be deemed to have been received:

(a)

in the case of delivery by hand or courier service, at the time of delivery;

(b)

in the case of registered post, on the 3rd (third) Business Day following the date of posting; and

(c)

in the case of email, on the date and time transmitted, as evidenced by confirmation of delivery by a delivery receipt.

16.1.4

Any notice not received on a Business Day or received after 17:00 on any Business Day in the place of receipt shall be deemed to be received at the start of the following Business Day in the place of receipt.

16.1.5

For purposes of any dispute under this Agreement, the Seller has irrevocably chosen domicile in the Netherlands to serve process in the Netherlands and to deliver any documents relating to dispute resolution at the office of Bird & Bird (Netherlands) LLP, which is located at Office building SOM1, Gustav Mahlerlaan 42, Amsterdam, 1082 MC, The Netherlands, marked for the attention of Sophie Dingenen.

16.2

Notarial independence

The Parties acknowledge that the Notary is associated with Dentons Europe LLP, Amsterdam Branch, the firm that advises the Purchaser in the Transaction. With reference to the Code of Conduct (Verordening beroeps- en gedragsregels) established by the Royal Notarial Professional Organisation (Koninklijke Notariële Beroepsorganisatie), the Parties hereby explicitly agree that:

(a)

the Notary shall execute any notarial deeds and the Notary Letter and other relevant Transaction Documents related to this Agreement; and

(b)

the Purchaser is and may in future be assisted and represented by Dentons Europe LLP in relation to this Agreement and any documents that may be concluded, or disputes that may arise, in connection therewith.

16.3

Governing law and jurisdiction

16.3.1

This Agreement (including the provisions of Clause 16.3.2 and 16.3.3) and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with the laws of the Netherlands.

16.3.2

Any disputes arising out of or in connection with this Agreement, including regarding the existence or validity of this Agreement, including this Clause 16.3.2, and any non-contractual obligations arising out of or in connection with this Agreement, are subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, without prejudice to the right of appeal and appeal to the Supreme Court.

16.3.3

Nothing prevents a Party from requesting interim or protective measures from the relevant courts.

Language

The language of this Agreement and the transactions envisaged by it are in English and all notices, demands, requests, statements, certificates or other documents or communications shall be in English unless otherwise agreed by all the Parties. Should any document be translated into a language other than English, then the English version shall be the governing version.

Counterparts

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SIGNATURE PAGE

Seller

Signed for and on behalf of AEG JD 2 LIMTED by,

/s/ Vincent Browne
Name:	Vincent Browne
Title:	Director

Purchaser

Signed for and on behalf of Theia Investments (Netherlands) 1 B.V. by,

/s/ William Greene
Name:	William Greene
Title:	Director

Schedule 1 Definitions and interpretation

Definitions and interpretation

1.1

Definitions

Capitalised words and expressions used in this Agreement have the meaning set out below, unless the context requires otherwise.

	Accounting Principles	mean the accounting policies, bases, methods, practices and procedures as applied in all the Accounts;

	Accounts	mean the unaudited annual accounts of the SPV for the period ending on the Balance Sheet Date, comprising a balance sheet and a profit and loss accounts;

	Accounts Relief	means any Relief which is taken into account in the Accounts;

	Actual Tax Liability	means a liability to make or suffer (including by way of set-off against a receivable in respect of Tax) an actual or increased payment of or in respect of Tax;

	Additional Leakage	has the meaning given in Clause 4.4.1;

	Additional Leakage Amount	has the meaning given in Clause 4.4.1(c);

	Additional Leakage Notice	has the meaning given in Clause 4.4.1(a);

	Affiliate	a) in relation to any person other than a natural person, any person which is Controlled by, Controls or is under common Control with, such person; and b) in relation to a natural person, his first- and second-degree relatives (whether by blood or marriage) and any person of which he or his first- or second-degree relatives have Control, in each case from time to time;
	Agreement	has the meaning given in the introduction of this Agreement;

	Assignment and Set-Off Agreement	has the meaning given in Clause 3.4.1;

	Balance Sheet Date	means 31 December 2022;

	Bank Consent, Waiver and Amendment Agreement	has the meaning given in Clause 5.2;

	Base Purchase Price	has the meaning given in Clause 3.1.1(a);

	Bridge	means the enterprise value to equity bridge included as included in Schedule 4;

	Bring Down Disclosure Letter	has the meaning given in Clause 0;

	Business	means the operation of the Projects;

	Business Day	means a day (other than a Saturday, a Sunday or a public holiday) on which banks are open for business in the Netherlands or Italy, other than for internet banking services only;

	Claim	means any claim by the Purchaser against the Seller relating to any breach of any other provision of this Agreement other than in respect of any Warranty Breach or a Tax Claim;

	Completion	has the meaning given in Clause 8.3.1;

	Completion Amount	has the meaning given in Clause 3.2.1;

	Completion Date	means the date on which Completion takes place;

	Conditions Precedent	has the meaning given in Clause 7.1;

	Confidential Information	has the meaning given in Clause 14;

	Control	means, with respect to the relevant person: a) the direct or indirect ownership or control of more than 50% (fifty per cent) of the: i. ownership interests; or ii. voting power at the general meeting or a similar body, of that person; or b) the right or ability to: i. appoint or remove; or ii direct the appointment or removal of, such number of the members of the management board or a similar body of that person with the decisive voting power in such body.

	Damage	means damage (vermogensschade) as referred to in section 6:96 DCC and shall be determined without giving effect to the method (including any multipliers or ratios) that the Purchaser used, directly or indirectly, for purposes of calculating the Purchase Price;

	Data Room	means the electronic data room made available by the Seller at iDeals Virtual Data Rooms from May 2023 to 14 December 2023 for the purpose of facilitating the Due Diligence Review, the content of which is electronically stored on USBs, a copy of which has been provided to the Purchaser and the Seller, respectively and listed in an index attached hereto as Schedule 3;

	DCC	means the Dutch Civil Code;

	Deed of Assignment and Transfer	means the notarial instrument for the transfer of the Shares and the assignment of the Shareholder Loan;

	Deemed Tax Liability	a) the use or setting off of any Purchaser’s Relief against any Taxation or income, profits or gains where, except for such use or setting off, there would have been an actual liability to Tax (the amount of the Tax Liability for these purposes being deemed to be equal to the amount of the actual liability to Tax that is saved by the use or setting off of the Purchaser’s Relief); and b) the loss or non-existence of any Accounts Relief (the amount of the Tax Liability for these purposes being deemed to be equal to the amount of the Accounts Relief lost or not existing);

	Disclosed	means Fairly Disclosed as part of the Disclosed Information;

	Disclosed Information	means any and all information Disclosed in (i) this Agreement, (ii) the Data Room, (iii) the written answers provided to questions submitted by the Purchaser or any of its Affiliates or Representatives during the Due Diligence Review and (iv) the Vendor Due Diligence Reports;

	Dispute Notice	has the meaning given in Clause 4.4.1(b);

	Due Diligence Review	has the meaning given in Recital (D);

	Dutch GAAP	generally accepted accounting practices and principles in the Netherlands;

	Effective Date	means 31 December 2022;

	Effective Time	means the point in time immediately prior the Effective Date, i.e. 31 December 2022, at 23:59:59 CET;

	Encumbrance	means other than a Permitted Encumbrance: (a) in respect of a Property Right: a lien, charge, land charge, pledge, mortgage or other encumbrance or security interest, a limited right (beperkt recht) of any kind, conversion right, title retention or a right of first refusal, a right of pre-emption, a right of option or any other right to acquire such Property, restriction on transfers, land charge, usufruct, ground lease, right of superficies, tenancy, public easements, or the commitment to create any of the foregoing or any arrangement having a similar effect; and (b) in respect of the Shares or any other assets of the SPV: a pledge or other security interest or other limited right (beperkt recht) of any kind, or a right of first refusal, a right of pre-emption, option or any other restriction of any kind on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, whether following from public or private law or any other right to acquire, or the commitment to create any of the foregoing; or (c) any other third party rights or security interest of any kind or an agreement to create any of the foregoing, to Encumber or Encumbered shall be construed accordingly;

	Equity Commitment Letter	means the irrevocable standard form equity commitment letter from Theia Investment (Netherlands) Holding B.V. to the benefit of Purchaser and the Seller pursuant to which Theia Investment (Netherlands) Holding B.V. irrevocably commits to provide funding to the Purchaser on or prior to the date of which the Purchaser is required to fund the Completion Amount into the Notary Account, subject only to the Conditions Precedent having been satisfied or waived in accordance with the terms of this Agreement;

	Fairly Disclosed	means facts, matters or other information which have been included or provided in the Disclosed Information in such detail and manner that allows a prudent purchaser and its Representatives to make an informed assessment of the scope and impact of the relevant facts, matters, circumstances, it being agreed that where reference is made to information or a document or a particular part of a document, but such information or document has not been provided to the Purchaser or its Representatives through the Disclosed Information, such matter or reference and document or particular part of a document shall not be deemed to be fairly disclosed;

	Financial Facilities	has the meaning given in paragraph 8.1 of Schedule 6;

	Fundamental Warranties	means the Seller’s Warranties set out in Paragraphs 1, 2, 3 and 9.2 of Schedule 6;

	Governmental Authority	means any international, supranational, European Union, national, federal, regional, provincial, municipal, or local body or authority exercising a legislative, judicial, executive, regulatory or self-regulatory, administrative or other governmental function and with jurisdiction in respect of the relevant matter;

	Independent Expert	means: a) the reputable accounting firm active in the Netherlands with international standing who are auditors that are not currently engaged by or active as auditor for any member of the Seller’s Group or the Purchaser’s Group jointly appointed by the Seller and the Purchaser; b) if the Seller and the Purchaser fail to jointly appoint an Independent Expert within 30 (thirty) Business Days from the date of the Dispute Notice, each of them shall be entitled to request the management board of the Netherlands Institute for Register Valuators to appoint one independent expert from that institute’s members, taking into account the parties’ instructions, if any;
	Intra-Group Payments	has the meaning given in Clause 3.3.1;

	Intra-Group Payments Amount	has the meaning given in Clause 3.4.1(a);

	Intra-Group Payments Receivable	has the meaning given in Clause 3.3.1;

	Law	means, with respect to the relevant subject matter or person, all applicable legislation, regulations, rules, directives, statutes, judgements, decrees, and other legislative measures or decisions having the force of law, as well as treaties, conventions and other agreements between states, or between states and the European Union or other supranational bodies, rules of common law, customary law and equity, and all other laws of, or having effect in, any jurisdiction from time to time;

Leakage

means any of the following items to the extent such items occurred during the period from the Effective Date up to Completion:

(a) any and all dividends or distributions from the SPV’ reserves or distributions by way of share redemption or share capital reduction, in each case whether in cash or in kind, (deemed to have been) made or paid by the SPV to the Seller or any member of the Seller’s Group;

(b) an amount equal to the value of any assets, claim, right or other benefit transferred by the SPV in favor of or to the Seller or any member of the Seller’s Group (excluding the SPV), to the extent not transferred for an at arm’s length consideration;

(c) an amount equal to the amount of any indebtedness of any kind owed by the Seller or any member of the Seller’s Group (excluding the SPV) to the SPV, the payment of which is waived by the SPV, to the extent not at an arm’s-length consideration;

(d) an amount equal to any indebtedness or liabilities of any kind owed by the Seller or any member of the Seller’s Group (excluding the SPV), other than in respect of any indebtedness or liabilities in respect of which the SPV are the principal debtor, which is assumed or indemnified (to the extent such indemnity results in any obligation to pay) by the SPV, to the extent not at an arm’s length consideration;

(e) an amount equal to any advisory or management fees paid or payable to the Seller or any member of the Seller’s Group (excluding the SPV) by the SPV;

(f) an amount equal to all third party fees, costs and expenses (including the fees, costs and expenses of lawyers, accountants, brokers, finders, financial and other advisers) incurred or reimbursed by, or charged to the SPV in relation to the Transaction, except for, for the avoidance of doubt, the salary costs of any personnel of the SPV and any directly related costs and any directly related disbursements incurred in connection with the involvement of such personnel in connection with the Transaction;

(g) any bonuses, fees, or professional advisors costs (or future benefits) granted by the SPV to any of the Seller or its Related Persons to the extent directly related to the entry into the Transaction;

(h) the value of any Encumbrance, indemnity or other assurance granted by the Companies to any Person concerning any debt or liability for which any Seller or its Related Persons is the principal debtor;

(i) any other payments made by the SPV to the Seller, its Related Persons or any other member of Seller’s Group;

(j) the entry into of any agreement as to any of the matters referred to in items (a) to (g) above, but only to the extent that it results in an actual payment by the SPV; and

(k) the amount of any non-recoverable Tax imposed on or payable by the SPV in respect of or in connection with any of the matters referred to in items (a) to (j) above, but excluding VAT to the extent that the same is reasonably expected to be recoverable by the SPV,

unless the same constitutes Permitted Leakage.

	Leakage Amount	has the meaning given in Clause 4.1;

	Leakage Notice	has the meaning given in Clause 4.3;

	Leakage Tax Benefit	means (a) the amount of the VAT reasonably expected to be recoverable in cash by the SPV as a result of any Leakage item, and (b) the amount of the corporate income tax saving reasonably expected to be realised in cash by any Leakage item, in each of the preceding cases as allocable for Tax purposes to the period prior to the Completion Date;

	Long Stop Date	has the meaning given in Clause 7.1;

	Management Accounts	mean the balance sheet and profit and loss account of the SPV for the period ending on the Management Accounts Date;

	Management Accounts Date	means 31 October 2023;

	Material Agreements	mean the RTHA PPA, RTHA O&M Agreement, RTHA MSA, the Shareholder Loan Agreement and the RTHA Bank Loan Agreement;

	Net Financial Debt	means the difference between (i) the aggregate of bank short, medium and long-term borrowings, (ii) Shareholders Loans and (iii) the aggregate of cash available and cash-equivalents. Net Financial Position shall be expressed as (i) a positive amount if it is a net debt balance, or (ii) as a negative amount if it is a net cash balance;

	Net Working Capital	means the difference between (i) the aggregate of trade receivables and tax receivables and (ii) the aggregate of trade payables and tax payables calculated in accordance with the Accounting Principles. Net Working Capital shall be expressed as (i) a positive number equal to the amount of the excess of the aggregate assets over the aggregate liabilities, or (ii) a negative number equal to the amount of the excess of liabilities over assets;

	Non-Performing Party	has the meaning given in Clause 8.4.1;

	Notary	means Jan-Mathijs Hermans or another civil law notary (notaris) (or such notary’s substitute) of Dentons Europe LLP in the Netherlands;

	Notary Account	means the third party bank account (derdengelden rekening) of the Notary with [], with account number [];

	Notary Letter	has the meaning given in Clause 8.2;

	Parties	means a party to this Agreement;

	Performing Party	has the meaning given in Clause 8.4.1;

	Permitted Encumbrance	means the following rights in favour of ING Bank N.V. securing SPV’s payment obligations under the RTHA Bank Loan, being: (l) a pledge over the Shares, established pursuant to a deed of pledge dated 2 November 2020,; (m) a mortgage over the RTHA Sublease, established pursuant to a deed of pursuant to a deed of mortgage and pledge dated 2 November 2020 (n) the subordination of Alternus Energy Group PLC claims against the Company, established pursuant to a deed of subordination;

Permitted Leakage

(a) any items deducted as part of the calculation of the Purchase Price as further detailed in Schedule 4;

(b) any payment in connection with a transaction specifically requested in writing or approved in writing by the Purchaser;

(c) payments made to pay amounts owed to the Seller, or any member of the Seller’s Group under agreements (i) entered into in the ordinary course (ii) before the date of this Agreement which (iii) are Disclosed in the Disclosed Information and (iv) on terms which are at arm’s length;

(d) payments made to pay amounts, including payments to the termination thereof where termination is requested by the Purchaser, owed to the Seller, or any member of the Seller’s Group pursuant to and when due under the RTHA O&M Agreement, the RTHA MSA, the RTHA Bank Financing and the Shareholder Loan;

(e) customary remuneration for the managing directors (bestuurders) of the SPV and related expenses and payment of salaries or management fees and other non-Transaction related items to the managing directors of the SPV and pursuant to agreements that have been Disclosed; and

(f) the amount of any Tax incurred or assumed by the SPV as a result of any of the matters referred to in items (a) to (e) above,

(g) any other payment, accrual, transfer of assets or assumption of liability by the SPV which the Purchaser has approved in writing.

	Person	means any natural person, partnership, joint venture, limited liability company, corporation, or any other entity or organisation;

	Project	has the meaning given in Recital (B);

	Property Rights	has the meaning given in Recital (B);

	Property Rights Title Documents	means the RTHA Sublease as well as any terms and conditions to which such document refers;

	Purchase Price	has the meaning given in Clause 3.1.1;

	Purchaser	has the meaning given at the introduction of this Agreement;

	Purchaser’s Account	means the bank account of the Purchaser as notified by the Purchaser to the Notary, or the Seller, as the case may be, from time to time, in writing;

	Purchaser’s Group	means the Purchaser and any of its Affiliates, including the SPV as from Completion;

	Purchaser’s Relief	means a) any Relief of a member of the Purchaser’s Group (other than the SPV), b) any Relief arising to the SPV after the Completion Date and c) any Accounts Relief;
	Purchaser’s Warranties	have the meaning given in Clause 8.5;

	Related Persons	means in relation to any Person (a) its Affiliates; (b) any entity which is advised by or the assets of which are managed by that party or that party’s general partner, trustee, nominee, manager or adviser and (c) any officer, director or partner of that party or any of the Persons or other persons referred to in (a) to (c) above

	Relief	means any loss, allowance, depreciation, amortisation, credit, relief, exemption, deduction or set-off or other relief of a similar nature granted by or available in relation to Tax, and any right to a repayment of Tax;

	Representatives	means any director, officer, employee, legal advisor, financial advisor, accountant or other agent of the Party concerned;

	RETT	means Real Estate Transfer Tax (overdrachtsbelasting) pursuant to the Legal Transaction Taxation Act (Wet op belastingen van rechtsverkeer), including any interest and/or penalties relating thereto;

	Right to Recover	has the meaning given in Paragraph 14 of Schedule 7;

	RTHA Bank Loan	has the meaning given in Recital (B);

	RTHA Bank Loan Agreement	has the meaning given in Recital (B);

	RTHA MSA	has the meaning given in Recital (B);

	RTHA O&M Agreement	has the meaning given in Recital (B);

	RTHA PPA	has the meaning given in Recital (B);

	RTHA Sublease	has the meaning given in Recital (B);

	Ruling	has the meaning given in Clause 3.3.2;

	SDE Subsidies	has the meaning given in paragraph 10.1 of Schedule 6;

	Seller	has the meaning given at the introduction of this Agreement;

	Seller Warranties	mean the statements as set out in Schedule 6;

	Seller’s Account	means the bank account of the relevant Seller as notified to the Notary, or the Purchaser, as the case may be, from time to time, in writing.

	Seller’s Group	means the Seller and any and all of their Affiliates but excluding the SPV as from Completion

	Shareholder Loan	has the meaning given in Recital (B);

	Shareholder Loan Agreement	has the meaning given in Recital (B);

	Shareholder Loan Nominal Value	has the meaning given in Clause 2.3;

	Shares	has the meaning given in Recital (B);

	Signing Date	has the meaning given in Clause 6.1;

	SPV	has the meaning given in Recital (A);

	Tax	means all forms of direct and indirect local and national taxes, duties, levies, social security contributions or other imposts or withholdings imposed by or payable to any Tax and/or other federal and/or local Authority whether direct or indirect, chargeable or attributable directly or primarily to the SPV or to any other person and irrespective of any such taxes, duties, levies, social security contributions or other imposts or withholdings being recoverable from any other person and including penalties, additions, interest, costs and expenses and any payment obligation by way of reimbursement, recharge, indemnity or damages relating to such taxes, duties, levies, social security contributions or other imposts or withholdings.’ For the avoidance of doubt any joint and/or several liability for any Tax shall be within the scope of this definition;

	Tax Audit	means any audit, investigation, visit, inspection, assessment, access order, question letter, or other proceedings from any Tax Authority with respect to any Tax matter of the SPV;

	Tax Authority	means any Governmental Authority authorised to impose or collect any Tax;

	Tax Benefit	means: a) any Tax Refund actually received by the SPV or a member of the Purchaser’s Group; b) any actual savings as a result of a reduction of Tax due by the SPV or a member of the Purchaser’s Group; and c) the net present value of any future Relief, including, but not limited, to a Relief in the form of additional depreciation or amortisation allowances, at the level of the SPV or member of the Purchaser’s Group. The net present value of such a future Relief will be calculated: i. by using a discount factor of 2% (two per cent); ii as per the date any amount is due by the Seller to the Purchaser; iii on the basis of the then prevailing corporate income tax rate; and iv on the assumption that such Relief shall be used before any other available Relief and that there is at all times sufficient taxable income to effectuate the Relief at the earliest possible date.
	Tax Claim	means a claim under the Tax Indemnity or for breach of the Tax Warranties;

	Tax Indemnity	means any indemnity set out in paragraph 0(a) of Schedule 9;

	Tax Indemnity Claim	means a claim in respect of the Tax Indemnity;

	Tax Liability	means an Actual Tax Liability or a Deemed Tax Liability towards a Tax Authority;

	Tax Refund	means a refund, rebate, or repayment in respect of Tax;

	Tax Return	means any return, declaration, report or information relating to Taxes filed with or submitted to or required to be filed with or submitted to any Tax Authority, including any schedule or attachment thereto, and including any amendment thereof;

	Tax Warranties	means the Seller’s Warranties set out in paragraph 19 of Schedule 6;

	Transaction	has the meaning given in Recital (I);

	Transaction Documents	mean this Agreement, the Notary Letter, the Deed of Assignment and Transfer, and each other material document to be executed by one or more members of the Seller’s Group and one or more members of the Purchaser’s Group in connection with the Transaction;
	VAT	means: a) within the European Union, such Tax as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC; and b) outside the European Union, any Tax of a similar nature levied by reference to added value, sales and/or consumption.
	Vendor Due Diligence Report	means the legal due diligence report prepared by HVG Law dated 19 May 2023;

	W&I Insurance Policy	has the meaning given in Recital (F);

	W&I Insurer	has the meaning given in Recital (E); and

	Warranty Breach	means any of the Seller’s Warranties being untrue or inaccurate;

	Warranty Claim	means a Claim relating to a Warranty Breach.

1.2

Interpretation

1.2.1

In this Agreement, unless the context requires otherwise:

(a)

the singular includes the plural and vice versa, and each gender includes the other genders;

(b)

except as otherwise provided in this Agreement, references to any time of day are to the time on that day in the Netherlands;

(c)

references to Recitals, Clauses, Schedules or Annexes are to recitals, clauses, schedules or annexes of this Agreement, and references to this Agreement include the Recitals, Schedules, Annexes and other attachments to this Agreement;

(d)

a reference to a person includes any natural person, corporate body, Governmental Authority or any other entity, whether or not having separate legal personality;

(e)

references to any Dutch legal term or concept shall in any jurisdiction other than the Netherlands be construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction;

(f)

English terms to which another language translation has been added in italics shall be interpreted in accordance with such other language translation, disregarding the English term to which such other language translation relates;

(g)

the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(h)

references to books and records are to the books and records (administratie) stored in any form;

(i)

references to “Seller’s knowledge” or words or expressions of a similar nature shall be deemed to refer to the actual knowledge of Andre Kempenaars, Vincent Browne, Tali Durant, and Leon Heijkoop as per the date of this Agreement;

(j)

references to income, profits or gains earned, accrued, or received on or before a particular date or during a particular period are to income, profits or gains which are for the purposes of any Tax regarded or deemed as having been earned, accrued, or received for on or before that date or during that period; and

(k)

references to any event occurring or having occurred on or before a particular date or during a particular period are to any event which is for purposes of any Tax regarded or deemed as having occurred on or before that date or during that period.

1.2.2

Headings and sub-headings in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

1.2.3

Except as otherwise provided in this Agreement, all periods of time set out in this Agreement shall start on the day following the day on which the event triggering the relevant period of time occurred. The expiration date shall be included in the period of time. If the expiration date is not a Business Day, the expiration date shall be the next Business Day.

1.2.4

All interest accruing under this Agreement is to be calculated on the basis of the actual number of days elapsed and a year of 360 (three hundred sixty) days.

1.2.5

All notices, demands, requests, statements, certificates and other documents and communications related to this Agreement shall be in English.

1.2.6

No provision of this Agreement shall be interpreted against a Party solely as a result of the fact that such Party was responsible for the drafting of such provision, it being acknowledged that Representatives of the Seller and the Purchaser have participated in drafting and negotiating this Agreement.

Schedule 2 W&I INSURANCE POLICY

[*]

Schedule 3 Data Room index

[*]

Schedule 4 BASE PURCHASE PRICE CALCULATIONS and Bridge

Enterprise Value of € 12,690,000 (plus (if applicable) an amount equal to the interest accrued on the Intra-Group Payments Receivable up to Completion) as of Effective Date: plus

Net Financial Debt as of Effective Date; plus

Net Working Capital as of Effective Date

Schedule 5 Completion actions

PART 1

Prior to the Completion:

the Seller shall deliver to the Notary the shareholders register of the SPV which reflects the relevant Seller as the owner of the Shares;

the Seller shall deliver to the Notary (with a copy to the Purchaser) (i) the written resignation letters of each of current directors stating that they resign from their respective positions with the SPV, in the form as set out in part A of Annex 1, and (ii) the written shareholder’s resolutions of the SPV (a) acknowledging and accepting the resignation of, and giving full discharge to, each of the respective resigning persons and (b) appointing the respective persons to the positions with the SPV as specified in part B of Annex 1, in the form as set out in part C of Annex 1;

the Seller shall deliver to the Notary (with a copy to the Purchaser) powers of attorney duly executed on behalf of the Seller and the SPV, respectively, and, as and where required by the Notary, legalised and apostilled, in each case authorising the Notary (and each other (deputy) civil law notary and employee associated with Dentons Europe LLP) to enter into and execute the Deed of Assignment and Transfer, on their respective behalf; and

the Purchaser shall deliver to the Notary (with a copy to the Seller) a power of attorney duly executed on behalf of the Purchaser and, as and where required by the Notary, legalised and apostilled, authorising the Notary (and each other (deputy) civil law notary and employee associated with Dentons Europe LLP to enter into and execute the Deed of Assignment and Transfer, on its behalf.

At Completion:

the Shares shall be transferred by the Seller to the Purchaser and the Shareholder Loan shall be assigned to the Purchaser by means of the execution of Deed of Assignment and Transfer;

If applicable in accordance with Clause 3.4.1, the Seller, the Purchaser and the SPV shall enter into the Assignment and Set-Off Agreement.

PART 2

After Completion:

The Notary shall make the payments in accordance with the provisions of Clause 8.5;

The Notary shall update the shareholders register of the SPV and register the relevant changes in relation to the SPV with the Trade Register.

Annex 1 (Part A): Resignation letter

[[●] Addressee]

[[●] Address]

[[●] date]

Dear Sirs,

[[●] Name person to resign], [[●] a [[●] private company with limited liability/public company] incorporated under [[●] Dutch] law, having its official seat in [●], [[●] the Netherlands], and its registered office address at [●], [[●] the Netherlands], registered with the [[●] Dutch] trade register under number [●]] / [[●] born in [[●] city], [[●] country] on [[●] date], residing at [[●] street], [[●] number], [[●] postcode] [[●] city], [[●] country]] (“[●] Definition Resigning Person”) hereby tenders [[●] his/her/its] resignation as [[●] managing/supervisory/executive/non-executive] director of the SPV (“Director”), effective as from immediately after the transfer of the shares in the capital of the SPV by [[●] seller] to [[●] purchaser]. [[●] Definition resigning person] also declares to authorise each member of the management board of the SPV and each civil law notary, each deputy civil law notary and each paralegal of [●], severally, to have the aforementioned resignation registered with the trade register of the Chamber of Commerce in the Netherlands.

[[●] Name person to resign] requests that you (i) acknowledge and accept [[●] his/her/its] resignation, (ii) grant full discharge for the performance of [[●] his/her/its] mandate, and (iii) take all necessary steps for the publication of [[●] his/her/its] resignation with the trade register of the Chamber of Commerce in the Netherlands.

Yours faithfully,

Signed by [[●] name],



___________________________

Signed for and on behalf of [[●] name of corporate entity] by,



___________________________		___________________________
Name:		Name:
Title:		Title:
Date:		Date:

Annex 1 (Part B): Particulars of persons to be appointed

The SPV	Person to be appointed	Office

[●]	[●]	[●]

Annex 1 (Part C): Shareholders resolution

SHAREHOLDERS RESOLUTION

[●]

DATED [●] 2023

Introduction

This is a resolution by [[●] the sole shareholder/all shareholders] (the “Shareholder[[●]s]”) [[●] and all other holders of rights to attend and address the general meeting (vergaderrecht)] constituting the general meeting (the “General Meeting”) of [[●] relevant Dutch Company], having its official seat in [●], the Netherlands, and its registered office address at [●], the Netherlands, registered with the Dutch trade register under number [●] (the “Company”).

Resignation[[●] s]

The General Meeting has reviewed the resignation letter[[●]s] of [[●] name[s] resigning person[s] regarding [[●] its/his/her/their resignation as [[●] managing / supervisory / executive / non-executive] director of the SPV, effective as from immediately after the transfer of the shares in the capital of [●]).

Resolutions

The General Meeting acknowledges and accepts the resignation of [●] [[●], and [●]] as member[[●]s] of the [[●] management board / supervisory board] of the SPV, effective as from immediately after the completion of the sale and purchase of the shares in the capital of [●] and grants [[●] him/her/it/them] full and final discharge (decharge) for [[●] his/her/its/their] [[●] supervision of the] management of the SPV up to and including [[●] his/her/its/their] resignation.

Confirmations

4.1

The General Meeting confirms that it has not adopted a resolution concerning a statutory merger or division involving the SPV as disappearing entity, the voluntary liquidation of the SPV, the filing of a request for its bankruptcy, moratorium of payment or any other insolvency proceedings.

4.2

The General Meeting confirms that there are no persons other than the Shareholder[[●]s] [[●] and the undersigned holders of rights to attend and address the General Meeting] with a right to attend and address the General Meeting and the voting rights over the shares in the capital of the SPV cannot be exercised by any person other than the Shareholder[[●]s].

4.3

The General Meeting confirms that [[●] each/the sole] member of the management board of the SPV [[●] and [[●] each/the sole] member of the supervisory board of the SPV] has been given the opportunity to render advice in respect of the resolutions adopted hereby.

Signed by [[●] name],

[●]


___________________________

Signed for and on behalf of [[●] name of corporate entity] by,

[●]		[●]


___________________________		___________________________
Name:		Name:
Title:		Title:

[[●] The holders of rights to attend and address the general meeting]

Schedule 6 Seller’s Warranties

Authority and Capacity of the Seller

1.1

The Seller has the necessary power and capacity and has taken all necessary corporate action to authorise, to enter into and to fulfil its obligations under this Agreement, and this Agreement constitutes, legally valid and binding obligations of the Seller, enforceable in accordance with the terms thereof.

1.2

The execution of, entering into, performance of, and compliance with this Agreement and of each other document related hereto to which the Seller is or will be a party, the performance of the obligations of the Seller under it and the consummation of the transactions contemplated hereby, does not and will not conflict with or result in a breach of any of:

(a)

the articles of association or similar documents of the Seller;

(b)

any applicable law, judgement, award, injunction, decree, or any other restriction of any kind by which the Sellers or the Companies are bound;

(c)

any agreement or instrument to which the Seller or the SPV is a party or by which it is bound, and which is material in the context of this transaction; or

(d)

result in the creation or imposition of any Encumbrance on any of the Shares or the Property Rights or assets of the SPV.

1.3

The Seller has not been dissolved or is in the process of being wound up and is not involved in any procedure for demerger. No resolution or decision has been adopted, to such effect.

1.4

The Seller is not insolvent nor has the Seller been declared bankrupt, the Seller has not been granted a moratorium of payments, and no action or request is pending or threatened to declare the Seller bankrupt or to make the Seller subject to any proceeding contemplated by any applicable bankruptcy law.

1.5

No person is entitled to receive from the SPV any finder’s fee, brokerage, commission, legal fee, consultancy fee or any other payment of any kind in connection with this Agreement or any agreement to be entered into in connection with it.

1.6

This Agreement, when executed, and assuming due execution by the other Parties, will constitute valid and binding obligations of the Seller in accordance with this Agreement’s terms.

1.7

All corporate action required to be taken by the Seller to authorise the execution and performance of this Agreement has been duly taken.

1.8

No approval, consent, license or notice to any governmental entity must be obtained or made by the Seller in connection with the execution and performance by the Seller of this Agreement.

The SPV

2.1

The SPV has been duly incorporated and validly exists under the Laws of its jurisdiction of incorporation.

2.2

The SPV has the requisite powers and corporate authority to own and use its assets and properties and to carry on (it’s part of) the Business.

2.3

The correct and complete text of the articles of association of the SPV has been disclosed in the Disclosed Information. No action has been taken to amend the articles of association of the SPV.

2.4

The SPV does not own, directly or indirectly, any shares, bonds, or other form of securities or any other interest of any kind in respect of any person.

2.5

The SPV is duly registered with Netherlands Trade Register. The information relating to the SPV that is filed with Netherlands Trade Register is true, accurate and up-to-date.

2.6

The SPV has not granted a power of attorney or similar authority to any third party authorizing such third party to represent and bind the SPV, either in general or for any special purposes, that will not be revoked before Completion.

2.7

The SPV is not a party, nor have been in the past three (3) years, to a merger, split off or demerger. There has been no proposal made or resolution adopted by a corporate body for the dissolution or liquidation of the SPV and to Seller’s best knowledge nor do any circumstances exist which may result in dissolution or liquidation and no proposal has been made or resolution has been adopted by a corporate body for a statutory merger or division involving the SPV.

2.8

No dividends and other distributions or profits or reserves made or paid since the date of incorporation of the SPV.

2.9

The SPV has not been declared bankrupt, insolvent, or granted a mortarium of payments, nor are there any petitions, proceedings, written notices or requests to this effect.

2.10

The SPV has not issued nor granted any option to issue any instruments or securities other than the Shares.

2.11

The shareholder’s registers of the SPV included in the Disclosed Information are true, complete and accurate.

2.12

The SPV does not have any branch, agency or permanent establishment.

2.13

The SPV has the right, power and authority to conduct is business and affairs as they are currently conducted.

2.14

The SPV is not a party to any shareholders’ agreement or similar arrangement or any arrangement that purports to regulate, control or otherwise affect the voting or disposition of the Shares or any such arrangement will be terminated on the Completion Date.

3.1

The Seller is the sole legal and beneficial owner of the Shares, which are free and clear of any Encumbrances, not subject to restriction, cancellation, nullification or any other title defect whatsoever and constitute the entire issued and outstanding share capital of the SPV.

3.2

The Seller is authorized to sell and transfer the full legal and beneficial title to the Shares to the Seller has the right to exercise all voting, economic and other rights over the Shares.

3.3

The shareholders’ registers (aandeelhoudersregisters) of the SPV correctly and completely reflects the current shareholding the Companies.

3.4

The Shares are validly issued and fully paid up and no obligation exists to further contribute to the share capital (whether by subscription for further shares, by payment of share premium or otherwise) or to provide loan financing to the SPV.

3.5

There are no outstanding depository receipts issued in respect of the Shares.

3.6

No person, other than the Seller has any right in respect of any Shares.

Shareholder Loan

4.1

The Seller is the sole Lender under the Shareholder Loan and holds the benefit of the Shareholder Loan free and clear of any lien, charge, guarantee, pledge, participation, option or any other encumbrances or restrictions or third-party rights of any nature whatsoever other than as set out in the Shareholder Loan or the Permitted Encumbrances.

4.2

The Seller has the capacity to assign the Shareholder Loan to the Purchaser (or to such affiliate of the Purchaser as the Purchaser directs).

4.3

The agreements pursuant to which the Shareholder Loan are outstanding are included in the Disclosed Information.

Accounts

5.1

The Management Accounts:

(a)

have been prepared in accordance with and comply with Law and the Accounting Principles;

(b)

are consistent with the financial statements of the SPV for the immediately preceding financial period (if applicable);and

(c)

do not materially misstate the assets, liabilities and the financial position of the SPV at the Management Accounts Date and of the results of the SPV for the financial period ending on the Management Accounts Date.

5.2

The Accounts:

(a)

have been prepared in accordance with and comply with Law and the Accounting Principles; and

(b)

do not materially misstate the assets, liabilities and the financial position of the SPV at the Balance Sheet Date and of the results of the SPV for the financial period ending on the Balance Sheet Date.

(c)

have been duly filed with the Trade Register in accordance with the Law;

(d)

have been drawn up such that all debtors, prepayments and other current assets are valued at either cost value or net realisable value, whichever is lower, after making full and proper provision for all bad debts and doubtful debts and all other amounts considered to be irrecoverable;

(e)

to Seller’s best knowledge, include or adequately provide for all liabilities and all capital and financial commitments of the SPV relating to any period prior to the Accounts Date (whether actual, deferred, contingent, quantified, disputed or otherwise, and whether of an occasional or seasonal nature).

5.3

The financial and accounting books and records of the SPV have been maintained in accordance with the Law in all material respects.

5.4

To Seller’s best knowledge, the Accounts and the Management Accounts have not been affected by any unusual or non-recurring items or by any transaction that is of an unusual nature or that was entered into on terms other than normal commercial terms, or with affiliated parties of the Seller or by any other factor rendering the profit or loss unusually high or low.

5.5

The SPV has not given any indemnity, surety or other guarantee to, or for the benefit of, any person.

Conduct of business since the Balance Sheet Date

6.1

Since the Balance Sheet Date:

(a)

the SPV has conducted its business in a normal and prudent manner so as to maintain it as a going concern and consistent with past practices; and

(b)

no asset was disposed of and no service or business facility of any kind was supplied by or to one of the SPV in circumstances in which the consideration actually received or receivable for the disposal or supply was less than the consideration deemed to be received for Tax purposes.

(c)

to Seller’s best knowledge, no provision or reserve included in the Accounts has proved to be inadequate to any extent and there is no fact, matter or circumstance that indicates that such provision or reserve is or may prove to be inadequate.

6.2

Since the Balance Sheet Date, the SPV has not:

(a)

declared, made or paid any dividend or any distribution (including in kind);

(b)

created any material Encumbrance on the Share, save in respect of any Permitted Encumbrance;

(c)

discontinued all or a material part of its activities;

(d)

issued any shares or other securities, or granted any option or other right in respect thereof;

(e)

repurchased or redeemed any share capital;

(f)

acquired any company, partnership or other business organisation;

(g)

changed its accounting reference date, or made any material change in its Accounting Principles or practices (except as required by Law); or

(h)

approved or effected any dissolution, merger, consolidation, restructuring, recapitalisation or reorganisation.

Assets

7.1

The assets included in the Accounts of the SPV are validly owned by the SPV and are not subject to Encumbrances (save for any retention of title (eigendomsvoorbehoud) agreed upon between the SPV and the relevant suppliers in the ordinary course of business).

7.2

The assets owned by the SPV, or which the SPV have a legal or contractual right to use, as of Completion, are sufficient for the SPV to carry on its business as carried out in accordance with past practice.

FINANCING

8.1

All overdraft, loan, credit and other financial facilities available to the SPV (“Financial Facilities”) have been Disclosed. Other than Disclosed, there are no other outstanding loans, financial leases, credit or other indebtedness (including money raised by promissory note or debt factoring) nor any agreement to enter into such arrangements.

8.2

No Financial Facility is or has become due and payable or is capable of being declared due and payable and to Seller’s best knowledge no event or circumstance has occurred or is to Seller’s best knowledge likely to occur (including the signing of this Agreement) that results or may result in (i) any Financial Facility becoming immediately due and payable, prior to its date of maturity, or (ii) any adverse changes to the terms and conditions of any Financial Facility.

8.3

Other than in connection with the RTHA Bank Loan and as Disclosed, the SPV has not given, is a party to or liable under (whether actual or on a contingent basis) any guarantee, indemnity, suretyship (borgtocht), warranty or other assurances, including joint and several liability (hoofdelijk schuldenaar), co-debtorship (medeschuldenaar), any rights of recourse (regresrechten) or other similar commitment. No such guarantee, indemnity, suretyship (borgtocht), warranty or other assurances including joint and several liability (hoofdelijk schuldenaar) or co-debtorship (medeschuldenaar) or other similar commitment given for the benefit of any of the Seller’s Group is outstanding.

8.4

The SPV has not made or has agreed to make any loans to any third party, including the Seller’s Group.

Real Property

9.1

The Disclosed Information includes any material information related to the Property Rights.

9.2

The Property Rights gives sufficient rights to the SPV to conduct its Business.

9.3

Except as disclosed in the Disclosed Information, the Seller has duly and timely fulfilled all its obligations under or pursuant to the Property Rights Title Document.

9.4

The Seller is not aware of any circumstance or reason which may entitle the counterparty of the relevant Property Rights Title Document to terminate the relevant Property Right or to increase the ground rent or other compensation relating to the applicable period of the Property Right.

Subsidies

10.1

The Disclosed Information contains all material information in relation to the SDE+ subsidies (Stimulering Duurzame Energieproductie) (the “SDE Subsidies”) that have been granted to the SPV by decision of the Netherlands Enterprise Agency (Rijkdienst voor Ondernemend Nederland).

10.2

The SPV has continuously complied with the conditions and requirements of the SDE Subsidies granted to the SPV.

10.3

The SDE Subsidies for the SPV are in full force and effect and have not been revoked.

Employees

11.1

The SPV does not have and never had any employees or persons seconded to it.

Litigation

12.1

The SPV is not involved in, or to the Seller’s knowledge, threatened in writing with, any litigation, arbitration, or other legal proceedings which are likely to have a material adverse effect on the financial position of the SPV.

Compliance with Laws

13.1

To the Seller’s knowledge, the SPV conducts its Business in compliance with the applicable Laws in all material respects, except where non-compliance would not reasonably be expected to result in a material adverse effect on the financial position of the SPV.

13.2

To the Seller’s knowledge, the SPV is not subject of any investigation or audit by any Governmental Authority, nor has any such investigation or audit been announced.

Intellectual Property Rights

The SPV does not use or own any intellectual property rights.

Information Technology

15.1

The SPV either owns or has a valid lease, licence or other right to use the information technology systems necessary for the conduct of the business of the SPV as currently conducted.

15.2

The information technology systems of the SPV are serviced and maintained and have in the past 12 (twelve) months not malfunctioned in any material manner.

Agreements

16.1

All Material Agreements are disclosed in the Disclosed Information. The Material Agreements are in full force and effect and binding on by the parties thereto.

16.2

To the Seller’s knowledge, (i) the SPV is not in material default under any Material Agreement to which it is a party; (ii) no counterparty is in material default under any Material Agreement; and (iii) there is no fact, circumstances or matter that may give rise to a breach of any Material Agreement by any party thereto or that will cause the SPV to lose the benefit of any right, license or permit.

16.3

No party with whom the SPV has entered into a Material Agreement has given written notice of its intention to terminate a Material Agreement.

Permits, license and subsidies

17.1

To the Seller’s knowledge, all material planning, zoning, development and (building) permits required for the business of the SPV have been obtained and are irrevocable, in full force and effect and are being complied with.

Insurance

18.1

The full details of all insurance policies that have been taken out by or for the SPV (if any) are Disclosed in the Disclosed Information. All premiums that have become due for each such insurance policy have been fully paid.

18.2

There are no pending claims under any insurance policy and to Seller’s knowledge no circumstances exist that could give rise to such claim.

18.3

The SPV has not been refused insurance during the past three (3) years.

18.4

The SPV has not made a claim for an amount under any insurance policy taken out by the SPV during the past three (3) years.

Tax

19.1

The SPV has duly, and within any appropriate time limits (taking into account available extensions of filing periods), paid all Taxes for which it is or has been liable to pay and has not been, and is not, under any liability to pay any penalty, fine or surcharge in respect of Tax.

19.2

All withholdings and deductions relating to Taxes as are required by law to be made by the SPV have been so made correctly and properly and in a timely manner and have been properly and duly accounted for within the requisite period to the relevant Tax Authority.

19.3

The SPV is and has at all times been exclusively resident for all Tax purposes and subject to Taxation in its jurisdiction of incorporation only, and has not at any time been resident or had any branch, agency or permanent establishment in any other jurisdiction for any Tax purpose (and no Tax Authority has ever sought to assert the same).

19.4

The Accounts include (based on reasonably calculated estimated figures where required) provisions or reserves (as appropriate) for (i) Tax liabilities to be assessed on the SPV or for which the SPV is accountable (but were not liable to pay on or before Completion) in respect of gains, profits, turnover and wages earned, accrued, paid or received on or before the Effective Time (or deemed to have been earned, accrued or received) for any Tax, and in respect of any event occurring (or deemed to have occurred) for any Tax purpose on or before the Effective Time, (ii) uncertain Tax positions, and (iii) temporary differences between commercial and Tax book values of assets and liabilities.

19.5

All computations, Tax Returns, notices and other information (including but not limited to transfer pricing), which are or have been required by Law to be filed with or provided to any Tax Authority by the SPV for any Tax purpose have been made on a proper basis, have been filed or provided within the requisite period and were (when filed or provided) complete, true and correct in all respects and is the subject of any dispute with or investigation by any Tax Authority.

19.6

The SPV has timely, correctly and properly submitted to the relevant Tax Authority all claims, notices, elections and disclaimers which have been assumed to have been made for the purposes of the Accounts.

19.7

The SPV has in its possession or under its control all necessary records, invoices and other information relating to Taxation in respect of all periods, transactions and events which are required by law to be maintained or which are required to enable the Taxation liabilities of the SPV to be calculated accurately in all respects.

19.8

The SPV is duly registered for the purposes of VAT in its country of incorporation. The SPV has complied with all statutory provisions, rules, regulations, orders and directions concerning VAT, including the making on time of accurate returns and payments and the maintenance of records.

19.9

The SPV is not involved in any Tax Audit or other unresolved dispute in relation to Taxes, nor has it in the last three (3) years been the subject of any dispute, investigation, audit or non-routine visit by any Tax Authority.

19.10

The SPV is not nor has been in the past been part of any Tax consolidation or consolidated filing regime under any applicable Laws.

Disclosure

20.1

To the Seller’s knowledge, the Disclosed Information was when given true and fair in all material respects.

20.2

To Seller’s best knowledge, the Disclosed Information contains all material information which is may or reasonably considered to be material to a professional purchaser of the Shares, the SPV and the Business. No such information or information which would make the Disclosed Information untrue or inaccurate was deliberately withheld by the Seller.

Schedule 7 Conduct of Claims Limitations of Liability

General Limitations

(a)

The aggregate maximum liability of the Seller in respect of any and all claims for a Warranty Breach and/or under the Tax Indemnity shall not exceed an amount equal EUR 1.

(b)

The aggregate liability of the Seller for any and all Claims other than Claims pursuant to breaches of obligations included in Clauses 6, 7.2, 8.4 and/or 15.1 shall in any event never exceed 75% of the Purchase Price.

(c)

Notwithstanding any other provisions of this Agreement, there shall be no Warranty Breach to the extent that, at the date of this Agreement, the facts and circumstances giving rise thereto have been Disclosed in the Disclosed Information.

(d)

Other than in relation to Claims pursuant to breaches of obligations included in Clauses 9.1.2, 13 and/.or 15.1, for which the Purchaser’s ability to Claim shall cease upon the fifth anniversary of Completion, the ability for the Purchaser to make a Claim shall cease upon the 12 month anniversary of Completion.

(e)

The aggregate liability for the Seller under this Agreement shall in any event never exceed the Purchase Price.

Exclusions

(a)

Provisions

(i)

the Seller shall not be liable under or otherwise in connection with this Agreement, (i) to the extent that it is reflected as a liability in the Accounts or in the Bridge or (ii) to the extent any specific allowance, provision or reserve is made in the Accounts.

(ii)

For the purpose of paragraph (a)(a)(i) of this Schedule an allowance, provision or reserve shall be deemed to be specific if it can be reasonably evidenced on the basis of the financial administration of the SPV that such allowance, provision or reserve was intended by the management the SPV to relate fully or partly to the relevant fact, matter or claim.

(b)

Subsequent matters

The Seller shall not be liable under or otherwise in connection with this Agreement in respect of any matter, act, omission or circumstance to the extent that the matter, act, omission or circumstance would not have occurred but for, or to the extent that, the Damages in connection with the matter, act, omission, or circumstances are increased by:

(c)

anything done or omitted to be done at the request or with the explicit prior written approval of the Purchaser;

(i)

any act or omission of the Purchaser or its successors in title, including any change in the nature or conduct of the business as carried on the SPV after the Effective Time;

(ii)

the passing of, or any change in, any Law or administrative practice of any Governmental Authority as from the Signing Date, including any increase in the rates of Taxation, any imposition of Taxation or any withdrawal of Relief from Taxation not actually in effect at the Signing Date;

(iii)

any change as from the Signing Date of any generally accepted interpretation or application of any Law;

(iv)

any change as from the Signing Date of Dutch GAAP or any generally accepted interpretation or application of the Dutch GAAP; or

(v)

any change in the existing accounting or Tax policy, basis or practice of the Purchaser or any Affiliate of the Purchaser as from the Signing Date or any change in such accounting or Taxation policy, basis or practice introduced or having effect as from the Signing Date.

Notification of Claims

If the Purchaser becomes aware of any matter or circumstance that may give rise to a Claim against the Seller under or in connection with this Agreement, then the Purchaser shall as soon as reasonably practicable, but in any event within 30 Business Days after the Purchaser becomes aware of such matter or circumstance, deliver a notice to the Seller, whereby such notice shall specify in reasonable detail the information available to the Purchaser of the legal and factual basis of the Claim and, if practicable and reasonably possible, an estimate of the amount of Damages which are, or are to be, the subject of the Claim. The failure of the Purchaser to give notice within the time limits referred to in this Paragraph does not release the Seller of its liability, of its liability, except for the amount of Damages that is the result of the failure to give notice within these time limits.

Commencement of Proceedings

Any Claim notified to the Seller shall be deemed, if it has not been previously satisfied, settled or withdrawn, to be irrevocably withdrawn:

(a)

Six (6) months after notice is given pursuant to Paragraph 3 unless legal proceedings in respect of such Claim have formally commenced; and

(b)

if a claim is contingent or conditional, six months after the Claim for which the notice is given pursuant to to Paragraph 3 ceases to be contingent or conditional, unless legal proceedings in respect of such Claim have been formally commenced.

Breaches capable of remedy

Notwithstanding anything to the contrary in this Agreement, the Seller shall not liable towards the Purchaser under or otherwise in connection with this Agreement, if and to the extent that the facts or circumstances underlying a Claim are capable of remedy and, after a Claim Notice is delivered by the Purchaser to the Seller, is remedied within fifteen (15) Business Days, after the date on which such a notice of such Claim is (deemed to be) received by the Seller.

Mitigation

The Purchaser shall procure that all reasonable steps are taken by each member of the Purchaser’s Group and all reasonable assistance is given by the Purchaser’s Group to avoid or mitigate any Damages incurred by the SPV or any (other) member of the Purchaser’s Group and any Damages which may result in a Claim under or in connection with this Agreement.

Purchaser’s right to recover

(a)

If, before a Seller pays an amount in discharge of any Claim under or otherwise in connection with this Agreement, any member of the Purchaser’s Group is entitled to recover (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates in whole or in part any member of the Purchaser’s Group in respect of the loss or liability which is the subject matter of the Claim, then at the election and in the sole discretion of the Seller, the Purchaser shall procure that all steps are taken to enforce recovery against the third party, and such Claim will be reduced or satisfied to the extent of such actual recovery.

(b)

If, prior to or following payment by the Seller of an amount in discharge of any Claim under or otherwise in connection with this Agreement (the Claim Payment), any member of the Purchaser’s Group is entitled to recover or receives (whether by payment, set-off, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser in whole or in part any member of the Purchaser’s Group in respect of the Damages which are the subject matter of the Claim or which would not have been received but for the circumstances which give rise to the Claim, then at the election of the Seller, acting reasonably and with due regard to Purchaser’s interests, the Purchaser shall procure that all reasonable steps are taken to enforce recovery against the third party, and shall, or shall procure that the relevant member of the Purchaser’s Group shall, pay to such Seller, as soon as practicable after receipt, the lower of the following two (2) amounts:

(i)

any actual recovery; and

(ii)

the amount previously paid by such Seller to the Purchaser or any member of the Purchaser’s Group.

Net financial benefit

There shall be no liability towards the Purchaser under or otherwise in connection with this Agreement in respect of any claim to the extent of any corresponding cash savings by or quantifiable net cash benefit to the Purchaser or any member of the Purchaser’s Group arising in respect of those Damages for the facts giving rise to those Damages.

Insurance

Without prejudice to the Purchaser’s duty to prevent and mitigate any damages, if in respect of any matter which would otherwise give rise to liability of a Seller under this Agreement, the SPV is entitled to claim under any policy of insurance, the amount of insurance monies to which the SPV is or would have been entitled shall reduce pro tanto or extinguish the amount of Damages to which the Purchaser would otherwise be entitled.

10.

Double recovery

The Seller shall not liable under or otherwise in connection with this Agreement more than once in respect of the same Damages, even if more than one obligation has been breached.

11.

Exceptions

The limitations of Seller’s liability set out in this Schedule or elsewhere in this Agreement shall not apply at all in the event of fraud (bedrog) within the meaning of article 3:44 DCC on the part of or attributable to the Seller.

Schedule 8 Purchaser’s Warranties

The Purchaser is a limited liability company duly incorporated and validly existing under the Laws of its jurisdiction of incorporation.

The Purchaser has not been dissolved nor is in the process of liquidation. No action or request is pending (whether made by the Purchaser or by any other person) or threatened to declare the Purchaser insolvent, to adjudicate bankruptcy, to grant a moratorium or a suspension of payments, or to dissolve or liquidate the Purchaser and no facts or circumstances exist which would entitle any person to commence any of those proceedings in any jurisdiction against the Purchaser.

The Purchaser has full power and capacity and has taken all necessary action to authorise it to enter into and fulfil its obligations under this Agreement and each Transaction Document, and this Agreement constitutes, and each Transaction Document will, when executed, constitute, legally valid and binding obligations on the Purchaser enforceable in accordance with the terms thereof.

The entering into of this Agreement and any other Transaction Document by the Purchaser and the fulfilment of its obligations thereunder by the Purchaser does not and will not conflict with, or constitute a breach of or a default or termination event under, any corporate document of the Purchaser, any agreement or instrument by which the Purchaser is bound, or any Law or order of a Governmental Authority or other restriction of any kind, that applies to or binds the Purchaser.

Except as otherwise provided in this Agreement, no filing, application, registration, notification (or similar action) with, or consent, approval, authorisation, clearance or waiver from any Governmental Authority or other person is required on the part of the Purchaser to enter into this Agreement or to consummate the transactions contemplated therein.

The Purchaser has not paid and will not pay any bonus or other incentive (in whatever form) to any shareholder, director or employee of any member of the Seller’s Group (including the SPV) as an incentive to complete the Transaction.

The Purchaser has access to the funds necessary to consummate the transactions contemplated by this Agreement.

Neither the Purchaser, its Affiliates, nor any of their respective Representatives is or has in any way been engaged in any agreement, arrangement, practice or conduct which could be considered collusive in the context of the Transaction, and the Purchaser is acting as principal and will acquire the Share for itself and not fully or partially for any other person.

Schedule 9 TAX Covenant

Tax Indemnity

Subject to Completion, the Seller shall indemnify (schadeloosstellen) and hold harmless (vrijwaren) the Purchaser for and against:

(a)

any Tax Liability of the SPV as a result of any event occurring or attributable to the period on or before the Effective Time, or with respect to any income, profits, turnover, gains or wages which were (deemed) earned, accrued, received or made before, the Effective Time; and

(b)

any reasonable costs and expenses properly incurred by the Purchaser or the SPV in connection with a claim under subparagraph (a) of this paragraph 1.1 or (ii) any payment of Tax or in connection with any action taken in avoiding, resisting, mitigating or settling any matter or circumstance that would otherwise give rise to a claim under subparagraph (a) of this paragraph 1.1. , including all costs and expenses incurred by the Purchaser and/or any member of the Purchaser’s Group in connection with the assessment, prevention and limitation of such financial consequences, and including the costs of professional advice.

Exclusions

The Seller shall not be liable in respect of any Claim under paragraph 1 of this Schedule if and to the extent:

(a)

the liability concerned arises or is increased or is not resisted as a consequence of any event, failure or omission (including a failure or omission to make any claim for Relief) carried out or effected after Completion by any member of the Purchaser’s Group or any other person whose event, failure or omission may be attributed to any member of the Purchaser’s Group, other than any such event, failure or omission carried out or effected pursuant to a legally binding commitment of the SPV entered into before Completion;

(b)

the liability concerned was settled or discharged on or before the Effective Time;

(c)

the liability concerned arises as a result of or by reference to any income, profits, gains or turnover of which the economic benefit has been earned, accrued or received by the SPV in respect of a period ending on or prior to Completion but which were not reflected in the Accounts);

(d)

it would not have arisen (or would have been reduced) but for a change on or after Completion in Tax or accounting policies (including changes to the length or any accounting period for Tax purposes), bases, practices, or methods applied in preparing any accounts or valuing any assets or liabilities of the SPV, other than a change which is necessary in order to comply with the Law applicable to the SPV at Completion;

(e)

the liability concerned arises as a result of an event occurring at the written request or with the written approval of a member of the Purchaser’s Group or any of their Representatives, including events contemplated in this Agreement;

(f)

the liability concerned arises or is increased as a result of any change or enactment of Law coming into effect after the date of this Agreement, or any change in the interpretation of existing Law since that date on the basis of case law, or the amendment of any administrative practice by any Tax Authority, in either case occurring after the date of this Agreement;

(g)

recovery has been or can be made from a third party, recovery is available under an insurance policy, or the liability concerned is otherwise compensated for, including under the Seller’s Warranties;

(h)

it is only notified of the Claim concerned after expiry of the statutory limitation period applicable to make a timely objection and/or appeal to the Tax matter giving rise to such Claim;

(i)

the liability concerned arises in respect of any period after Completion, or any event occurring in the period after, or in respect of income, profits or gains earned, accrued, received or paid for after Completion.

Reductions

When calculating the liability of the Seller in respect of a Claim under the Tax Indemnity, the following amounts shall be deducted:

(a)

the amount of any allowance, provision or reserve in respect of the liability giving rise to such Claim which has been made in the Accounts or has otherwise been taken into account or reflected therein, or the amount in relation to the liability giving rise to such Claim which has otherwise been taken into account in the determination of the Purchase Price; and

(b)

the amount of any Tax Benefit that is connected with such Claim or the fact or facts giving rise to such Claim.

Due Date for Payment

The due date for a payment to be made by the Seller as a result of a Claim under the Tax Indemnity shall be 20 (twenty) Business Days after the date on which the relevant Seller has received from the Purchaser a notice in accordance with this Agreement setting out the amount due or, if later, 20 (twenty) Business Days after the earlier of the date on which:

(a)

an agreement, compromise or settlement has been reached between the Parties with respect to the Claim concerned;

(b)

an agreement, compromise or settlement has been reached with the Tax Authority in respect of the Tax Liability that is the object of the Claim concerned; or

(c)

the decision in respect of the Tax Liability that is the object of the Claim concerned is no longer appealable.

Preparation of Tax Returns

(a)

The Seller shall prepare and file or procure the preparation and filing of, all Tax Returns in respect of the SPV to the extent that these are required to be filed on or before the Effective Time.

(b)

Subject to Completion, the Purchaser shall, at its own cost, timely prepare and file, or procure the timely preparation and filing of, all Tax Returns in respect of the SPV not covered by paragraph (a) of this Schedule in a manner and on a basis consistent with past practice, unless otherwise required by Law.

(c)

The Purchaser shall procure that no member of the Purchaser’s Group shall amend, refile, withdraw or otherwise modify, or cause or permit to be amended, refiled, withdrawn or otherwise modified, any Tax Return filed by the SPV in respect of any taxable year before the Completion Date, except as required by law or with the prior written consent of the Seller (such consent not being unreasonably withheld).

(d)

The Parties shall provide each other with such information and assistance as they (or any other member of their respective Groups) may reasonably require to comply with their respective obligations to prepare and file (or procure the preparation and filing of) Tax Returns under this paragraph 5.

Conduct of Tax Issues

The W&I Insurance Policy shall apply in respect of the conduct following the discovery of any fact, matter, circumstance or event (a) which has given or might give rise to a claim against any of them and which, in turn, has given or might give rise to a Claim under the Tax Indemnity, or (b) for breach of the Tax Warranties, (in both cases a Tax Issue).

Tax Warranties

Paragraphs (b), 3, 4 and 6 of this Schedule apply mutatis mutandis to the Tax Warranties.

Limitations

(a)

The limitations set forth in Schedule 7 of this Agreement with respect to Claims by the Purchaser under this Agreement shall mutatis mutandis apply with respect to the Tax Indemnity.

(b)

This Schedule governs the procedure for all Claims in relation to Tax and, in case of a conflict between this Schedule and the remainder of the Agreement, this Schedule will take precedence.

Schedule 10 Draft revised o&m AGREEMENT

[*]

Delaware		001-41306		87-1431377
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		ALCE		The Nasdaq Stock Market LLC

Exhibit No.		Description
10.1†		Share Purchase Agreement among Solis Bond Company DAC and Undo, S.r.l., dated December 28, 2023
10.2†		Share Purchase Agreement among AEG JD 02 Limited and Theia Investment (Netherlands) 1 B.V., dated December 28, 2023
99.1		Euronext notice related to Italy SPA, dated December 28, 2023
99.2		Euronext notice relaed to RTHA SPA, dated December 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Date: December 28, 2023	ALTERNUS CLEAN ENERGY, INC.

	By:	/s/ Vincent Browne
	Name:	Vincent Browne
	Title:	Chief Executive Officer and Chairman of the Board of Directors