SPI SPI Energy Company Ltd

On April 8, 2022, SPI Energy Co., Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) pursuant to which the Company issued an unsecured convertible promissory note with a one-year maturity (“Note”) to an institutional accredited investor Streeterville Capital, LLC (“Investor”). The Note has the original principal amount of $2,110,000 and Investor gave consideration of $2,000,000, reflecting original issue discount of $100,000 and Investor’s legal fee of $10,000.

Interest accrues on the outstanding balance of the Note at 10% per annum. Upon the occurrence of an Event of Default (as defined in the Note), interest accrues at the lesser of 15% per annum or the maximum rate permitted by applicable law. Certain Major Defaults (as defined in the Note) will result in an additional 15% of the aggregate principal amount of the Note outstanding at such time being added to the total outstanding amount of such note.

Pursuant to the terms of the Agreement and the Note, the Company must obtain Investor’s consent for certain fundamental transactions such as consolidation, merger, disposition of substantial assets, change of control, reorganization or recapitalization. Any occurrence of a fundamental transaction without Investor’s prior written consent will be deemed an Event of Default.

Investor may redeem all or any part of the outstanding balance of the Note, subject to maximum monthly redemption amount of $350,000, at any time after six months from the Note issue date, in cash or converting into the Company’s ordinary shares at a conversion price of $20.00 per share, subject to certain adjustments and ownership limitations specified in the Note. The number of ordinary shares that may be issued upon conversion of the Note shall not exceed the requirement of Nasdaq Listing Rule 5635(d). The Note provides for liquidated damages upon failure to comply with any of the terms or provisions of the Note. The Company may prepay the outstanding balance of the Note in cash equal to 115% multiplied by the portion of the outstanding balance the Company elects to prepay.

The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933 in connection with the issuance and sale of the Note and underlying ordinary shares.

The foregoing description is qualified in its entirety by reference to the full text of the Note and the Agreement, a copy of each of which is filed as Exhibit 4.1 and Exhibit 10.1 hereto, and each of which is incorporated herein by reference.