Exhibit 4.1


 


CONVERTIBLE PROMISSORY NOTE


 


	Effective Date: April 8, 2022	U.S. $2,110,000.00




 


FOR VALUE RECEIVED, SPI ENERGY
CO., LTD., a Cayman Islands corporation (“Borrower”),
promises to pay to STREETERVILLE CAPITAL, LLC, a Utah limited
liability company, or its successors or assigns (“Lender”), $2,110,000.00 and any interest, fees, charges, and late
fees accrued hereunder on the date that is twelve (12) months after the Purchase Price Date (the “Maturity Date”) in
accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of ten percent (10%) per annum from
the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day
year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note.
This Convertible Promissory Note (this “Note”) is issued and made effective as of April 8, 2022 (the “Effective
Date”). This Note is issued pursuant to that certain Securities Purchase Agreement dated April 8, 2022, as the same may be amended
from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein
are defined in Attachment 1 attached hereto and incorporated herein by this reference.


 


This Note carries an OID of
$100,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense
Amount”), all of which amount is fully earned and included in the initial principal balance of this Note. The purchase price
for this Note shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,110,000.00 original principal
balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately
available funds.


 


		1.	Payment; Prepayment.



 


1.1.       
Payment. All payments owing hereunder shall be in lawful money of the United States of America or Conversion Shares (as defined
below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose. All payments
shall be applied first to (a) costs of collection, if any, then to (b) fees and charges, if any, then to (c) accrued and unpaid interest,
and thereafter, to (d) principal.


 


1.2.       
Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance
(less such portion of the Outstanding Balance for which Borrower has received a Lender Conversion Notice (as defined below) or a Redemption
Notice (as defined below) from Lender where the applicable Conversion Shares have not yet been delivered). If Borrower exercises its right
to prepay this Note, Borrower shall make payment to Lender of an amount in cash equal to 115% multiplied by the portion of the Outstanding
Balance Borrower elects to repay.


 


		2.	Security. This Note is unsecured.



 


		3.	Lender Optional Conversion.



 


3.1.       
Lender Conversions. Lender has the right at any time after the Purchase Price Date until the Outstanding Balance has been paid
in full, at its election, to convert (“Lender Conversion”) all or any portion of the Outstanding Balance into shares
(“Lender Conversion Shares”) of fully paid and non-assessable Ordinary Shares, $0.0001 par value per share (“Ordinary
Shares”), of Borrower as per the following conversion formula: the number of Lender Conversion Shares equals the amount being
converted (the “Conversion Amount”) divided by the Conversion Price (as defined below). Conversion notices in the
form attached hereto as Exhibit A (each, a “Lender Conversion Notice”) may be effectively delivered to Borrower by
any method set forth in the “Notices” Section of the Purchase Agreement, and all Lender Conversions shall be cashless and
not require further payment from Lender. Borrower shall deliver the Lender Conversion Shares from any Lender Conversion to Lender in
accordance with Section 9 below.


 


3.2.       
Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or any
portion of the Outstanding Balance into Ordinary Shares is $20.00 per share (the “Conversion Price”).


 


 






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		4.	Defaults and Remedies.



 


4.1.       
Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails
to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Borrower fails to deliver any
Lender Conversion Shares in accordance with the terms hereof; (c) Borrower fails to deliver any Redemption Conversion Shares (as defined
below) in accordance with the terms hereof; (d) a receiver, trustee or other similar official shall be appointed over Borrower or a material
part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within
sixty (60) days; (e) Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they
become due, subject to applicable grace periods, if any; (f) Borrower makes a general assignment for the benefit of creditors; (g) Borrower
files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (h) an involuntary bankruptcy proceeding
is commenced or filed against Borrower; (i) Borrower or any pledgor, trustor, or guarantor of this Note defaults or otherwise fails to
materially observe or materially perform any covenant, obligation, condition or agreement of Borrower or such pledgor, trustor, or guarantor
contained herein or in any other Transaction Document (as defined in the Purchase Agreement), other than those specifically set forth
in this Section 4.1 and Section 4 of the Purchase Agreement; (j) any representation, warranty or other statement made or furnished by
or on behalf of Borrower or any pledgor, trustor, or guarantor of this Note to Lender herein, in any Transaction Document, or otherwise
in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished;
(k) the occurrence of a Fundamental Transaction without Lender’s prior written consent; (l) Borrower fails to maintain the Share
Reserve (as defined in the Purchase Agreement); (m) Borrower effectuates a reverse split of its Ordinary Shares without twenty (20) Trading
Days prior written notice to Lender; (n) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary
of Borrower or any of its property or other assets for more than $100,000.00, and shall remain unvacated, unbonded or unstayed for a
period of twenty (20) calendar days unless otherwise consented to by Lender; (o) Borrower fails to be DWAC Eligible; (p) Borrower fails
to observe or perform in any material respect any covenant set forth in Section 4 of the Purchase Agreement and such failure is not cured
by the Borrower within ten (10) days of notice thereof; or (q) Borrower, any affiliate of Borrower, or any pledgor, trustor, or guarantor
of this Note breaches any covenant or other term or condition contained in any Other Agreements and such breach is not cured by the Borrower
within ten (10) days of notice thereof.


 


4.2.       
Remedies. At any time and from time to time after Lender becomes aware of the occurrence of any Event of Default (taking into
account any cure periods), Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately
due and payable in cash at the Mandatory Default Amount. Notwithstanding the foregoing, at any time following the occurrence of any Event
of Default, Lender may, at its option, elect to increase the Outstanding Balance by applying the Default Effect (subject to the limitation
set forth below) via written notice to Borrower without accelerating the Outstanding Balance, in which event the Outstanding Balance
shall be increased as of the date of the occurrence of the applicable Event of Default pursuant to the Default Effect, but the Outstanding
Balance shall not be immediately due and payable unless so declared by Lender (for the avoidance of doubt, if Lender elects to apply
the Default Effect pursuant to this sentence, it shall reserve the right to declare the Outstanding Balance immediately due and payable
at any time and no such election by Lender shall be deemed to be a waiver of its right to declare the Outstanding Balance immediately
due and payable as set forth herein unless otherwise agreed to by Lender in writing). Notwithstanding the foregoing, upon the occurrence
of any Event of Default described in clauses (d), (e), (f), (g) or (h) of Section 4.1, the Outstanding Balance as of the date of acceleration
shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required
by Lender. At any time following the occurrence of any Event of Default, upon written notice given by Lender to Borrower, interest shall
accrue on the Outstanding Balance beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser
of fifteen percent (15%) per annum or the maximum rate permitted under applicable law (“Default Interest”). For the
avoidance of doubt, Lender may continue making Lender Conversions and Redemption Conversions (as defined below) at any time following
an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Lender
need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender may immediately
and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available
to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder and Lender
shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section 4.2.
No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall
limit Lender’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to Borrower’s failure to timely deliver Conversion Shares upon Conversion
of the Note as required pursuant to the terms hereof.


 


 






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5.       
Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation
of Borrower not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may
have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance
with the terms of this Note.


 


6.       Waiver. No waiver of any provision of this
Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or
consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether
or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent
in the future except to the extent specifically set forth in writing.


 


		7.	Rights Upon Issuance of Securities.



 


		7.1.	[INTENTIONALLY OMITTED]



 


7.2.       
Adjustment of Conversion Price upon Subdivision or Combination of Ordinary Shares. Without limiting any provision hereof, if Borrower
at any time on or after the Effective Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding Ordinary Shares into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced. Without limiting any provision hereof, if Borrower at any time on or after the Effective Date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding Ordinary Shares into a smaller number of shares,
the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this
Section 7.2 shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an
adjustment under this Section 7.2 occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such
Conversion Price shall be adjusted appropriately to reflect such event.


 


7.3. Other Events. In the event that Borrower
(or any subsidiary) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate
to protect Lender from dilution or if any event occurs of the type contemplated by the provisions of this Section 7.3 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then Borrower’s board of directors shall in good faith determine and implement an appropriate adjustment
in the Conversion Price so as to protect the rights of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase
the Conversion Price as otherwise determined pursuant to this Section 7.3, provided further that if Lender does not accept such adjustments
as appropriately protecting its interests hereunder against such dilution, then Borrower’s board of directors and Lender shall
agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose
determination shall be final and binding and whose fees and expenses shall be borne by Borrower.


 


		8.	Borrower Redemptions.



 


8.1.       
Redemption Conversions. Beginning on the date that is six (6) months from the Purchase Price Date, Lender shall have the right,
exercisable at any time in its sole and absolute discretion, to redeem (each, a “Redemption”) any portion of the Note
up to $350,000.00 per calendar month (such amount, the “Redemption Amount”) by providing Borrower with a notice substantially
in the form attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a Redemption
Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1) or more Redemption
Notices in any given calendar month so long as the aggregate amount redeemed in such calendar month does not exceed $350,000.00. At the
election of Borrower, payments of each Redemption Amount may be made (a) in cash, or (b) by converting such Redemption Amount into Ordinary
Shares (“Redemption Conversion Shares”, and together with the Lender Conversion Shares, the “Conversion Shares”),
in accordance with this Section 8.1 (each, a “Redemption Conversion”) per the following formula: the number of Redemption
Conversion Shares equals the portion of the applicable Redemption Amount being converted divided by the Conversion Price, or (c) by any
combination of the foregoing, so long as the cash is delivered to Lender on the third (3rd) Trading Day immediately following
the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or before the applicable Delivery Date
(as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect a Redemption Conversion with respect to any
portion of any applicable Redemption Amount and shall be required to pay the Redemption Amount in cash, if on the applicable Redemption
Date: (a) there is an Equity Conditions Failure, and such failure is not waived in writing by Lender; or (b) the Closing Trade Price
on the Trading Day immediately preceding the Redemption Date was less than $25.00. Notwithstanding that failure to repay this Note in
full by the Maturity Date is an Event of Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section
8.1 until the Outstanding Balance is repaid in full. Once Borrower has redeemed an amount equal to half of the original principal amount
of this Note in cash, any subsequent Redemptions it makes in cash will be subject to a twenty-five percent (25%) premium.


 


 






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8.2.        Allocation
of Redemption Amounts. Following its receipt of a Redemption Notice, Borrower may either ratify Lender’s proposed allocation
in the applicable Redemption Notice or elect to change the allocation by written notice to Lender by email or fax within seventy-two
(72) hours of its receipt of such Redemption Notice, so long as the sum of the cash payments and the amount of Redemption
Conversions equal the applicable Redemption Amount. If Borrower fails to notify Lender of its election to change the allocation
prior to the deadline set forth in the previous sentence, it shall be deemed to have ratified and accepted the allocation set forth
in the applicable Redemption Notice prepared by Lender. Borrower acknowledges and agrees that the amounts and calculations set forth
thereon are subject to correction or adjustment because of error, mistake, or any adjustment resulting from an Event of Default or
other adjustment permitted under the Transaction Documents (an “Adjustment”). Furthermore, no error or mistake in
the preparation of such notices, or failure to apply any Adjustment that could have been applied prior to the preparation of a
Redemption Notice may be deemed a waiver of Lender’s right to enforce the terms of any Note, even if such error, mistake, or
failure to include an Adjustment arises from Lender’s own calculation. Borrower shall deliver the Redemption Conversion Shares
from any Redemption Conversion to Lender in accordance with Section 9 below on or before each applicable Delivery Date.


 


9.       
Method of Conversion Share Delivery. On or before the close of business on the fifth (5 th) Trading Day following each
Redemption Date or the fifth (5th) Trading Day following the date of delivery of a Lender Conversion Notice, as applicable
(the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time and such Conversion Shares are eligible
for delivery via DWAC, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the
account designated by Lender in the applicable Lender Conversion Notice or Redemption Notice. If Borrower is not DWAC Eligible or such
Conversion Shares are not eligible for delivery via DWAC, it shall deliver to Lender or its broker (as designated in the Lender Conversion
Notice or Redemption Notice), via reputable overnight courier, a certificate representing the number of Ordinary Shares equal to the number
of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee. For the avoidance of doubt,
Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless Lender or its broker, as applicable, has
actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery
Date pursuant to the terms set forth above. Moreover, and notwithstanding anything to the contrary herein or in any other Transaction
Document, in the event Borrower or its transfer agent refuses to deliver any Conversion Shares without a restrictive securities legend
to Lender on grounds that such issuance is in violation of Rule 144 under the Securities Act of 1933, as amended (“Rule 144”),
Borrower shall deliver or cause its transfer agent to deliver the applicable Conversion Shares to Lender with a restricted securities
legend, but otherwise in accordance with the provisions of this Section 9. In conjunction therewith, Borrower will also deliver to Lender
a written explanation from its counsel or its transfer agent’s counsel opining as to why the issuance of the applicable Conversion
Shares violates Rule 144.


 


10.       
Conversion Delays. If Borrower fails to deliver Conversion Shares in accordance with the timeframe stated in Section 9, Lender
may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding
increase to the Outstanding Balance (any returned amount will tack back to the Purchase Price Date for purposes of determining the holding
period under Rule 144). In addition, for each Lender Conversion, in the event that Lender Conversion Shares are not delivered by the
fifth (5th) Trading Day (inclusive of the day of the Conversion), a late fee equal to 2% of the applicable Conversion Share
Value rounded to the nearest multiple of $100.00 but with a floor of $500.00 per day (but in any event the cumulative amount of such
late fees for each Conversion shall not exceed 200% of the applicable Conversion Share Value) will be assessed for each day after the
fifth (5th) Trading Day (inclusive of the day of the Conversion) until Lender Conversion Share delivery is made; and such
late fee will be added to the Outstanding Balance (such fees, the “Conversion Delay Late Fees”).


 


11.       
Restriction on Equity Sales. If at any time after the date that is six (6) months from the Purchase Price Date, Borrower is unable
to issue Ordinary Shares to Lender as result of any lock-up or other agreement or restriction prohibiting the issuance of Ordinary Shares
for a certain period of time, then the Outstanding Balance will automatically be increased by three percent (3%) for each thirty (30)
day period that Borrower is prohibited from issuing Ordinary Shares (which increase shall be pro-rated for any partial period). For the
avoidance of doubt, such increase to the Outstanding Balance shall be in addition to all other rights and remedies available to Lender
under this Note and the other Transaction Documents and shall not be in lieu of, nor deemed to be a waiver of any other rights or remedies
available to Lender under this Note or any of the other Transaction Documents, including without limitation calling an Event of Default
if Borrower fails to deliver Conversion Shares in accordance with the terms of this Note.


 


 






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12. Ownership Limitation. Notwithstanding anything
to the contrary contained in this Note or the other Transaction Documents, Borrower shall not effect any conversion of this Note to the
extent that after giving effect to such conversion would cause Lender (together with its affiliates) to beneficially own a number of
shares exceeding 4.99% of the number of Ordinary Shares outstanding on such date (including for such purpose the Ordinary Shares issuable
upon such issuance) (the “Maximum Percentage”). For purposes of this section, beneficial ownership of Ordinary Shares
will be determined pursuant to Section 13(d) of the 1934 Act. Notwithstanding the forgoing, the term “4.99%” above shall
be replaced with “9.99%” at such time as the Market Capitalization is less than $10,000,000.00. Notwithstanding any other
provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence,
such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by Lender as set forth below. By written
notice to Borrower, Lender may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective
until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and
shall apply to all affiliates and assigns of Lender.


 


13.       
Issuance Cap. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, Borrower and
Lender agree that the total cumulative number of Ordinary Shares issued to Lender hereunder together with all other Transaction Documents
may not exceed the requirements of Nasdaq Listing Rule 5635(d) (“Nasdaq 19.99% Cap”), except that such limitation will
not apply following Approval (defined below). If the number of Ordinary Shares issued to Investor reaches the Nasdaq 19.99% Cap, so as
not to violate the 20% limit established in Listing Rule 5635(d), Borrower will use reasonable commercial efforts to: (a) obtain stockholder
approval of the Note and the issuance of additional Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing
Rule 5635(d), or (b) obtain Nasdaq approval of the Note and the issuance of additional Conversion Shares (the “Approval”).
In the event Borrower is unable to deliver any additional Conversion Shares to Lender as a result of the Nasdaq 19.99% Cap, then until
such time as Borrower is able to obtain the Approval, all Redemption Amounts must be paid in cash.


 


14.       
Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right
to have any such opinion provided by its counsel.


 


15. Governing Law; Venue. This Note shall be
construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of
this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of Utah. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated
herein by this reference.


 


16.       
Arbitration of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions
(as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.


 


17.       
Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically
be deemed canceled, and shall not be reissued.


 


18.       
Amendments. The prior written consent of both parties hereto shall
be required for any change or amendment to this Note.


 


19.       
Assignments. Borrower may not assign this Note without the prior written consent of Lender. This Note and any Ordinary Shares issued
upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.


 


20.       
Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given
in accordance with the subsection of the Purchase Agreement titled “Notices.”


 


 


 






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21.       
Liquidated Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of
this Note, Lender’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’
inability to predict future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender
and Borrower agree that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but
instead are intended by the parties to be, and shall be deemed, liquidated damages (under Lender’s and Borrower’s expectations
that any such liquidated damages will tack back to the Purchase Price Date for purposes of determining the holding period under Rule 144).


 


22.       
Severability. If any part of this Note is construed to be in violation
of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the
balance of this Note shall remain in full force and effect.


 


[Remainder of page intentionally left blank;
signature page follows]


 


 


 



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IN WITNESS WHEREOF, Borrower has caused this Note
to be duly executed as of the Effective Date.


 


BORROWER:


 


SPI ENERGY CO.,
LTD.


 


 


By: /s/ Xiaofeng Peng                      


Name: Xiaofeng Peng


Title: Chief
Executive Officer


 


 


 


ACKNOWLEDGED, ACCEPTED AND AGREED:


 


LENDER:


 


STREETERVILLE CAPITAL,
LLC


 


 


By: /s/ John M.
Fife                                


 John M. Fife, President




 


 


 


 


 


 


 


 


[Signature Page to Convertible Promissory Note]


 


 






    	 	 	 



     


    

 


ATTACHMENT 1


DEFINITIONS


 


For purposes of this Note, the following terms shall have the following
meanings:


 


A1. “Closing Bid Price” and
“Closing Trade Price” means the last closing bid price and last closing trade price, respectively, for the Ordinary
Shares on its principal market, as reported by Bloomberg, or, if its principal market begins to operate on an extended hours basis and
does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price,
respectively, of the Ordinary Shares prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if its principal market is not
the principal securities exchange or trading market for the Ordinary Shares, the last closing bid price or last trade price, respectively,
of the Ordinary Shares on the principal securities exchange or trading market where the Ordinary Shares are listed or traded as reported
by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of the Ordinary Shares in
the over-the-counter market on the electronic bulletin board for the Ordinary Shares as reported by Bloomberg, or, if no closing bid price
or last trade price, respectively, is reported for the Ordinary Shares by Bloomberg, the average of the bid prices, or the ask prices,
respectively, of any market makers for the Ordinary Shares as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing
Bid Price or the Closing Trade Price cannot be calculated for the Ordinary Shares on a particular date on any of the foregoing bases,
the Closing Bid Price or the Closing Trade Price (as the case may be) of the Ordinary Shares on such date shall be the fair market value
as mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination or other similar transaction during such period.


 


A2. “Conversion” means a Lender
Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A3. “Conversion Share Value”
means the product of the number of Lender Conversion Shares deliverable pursuant to any Lender Conversion Notice multiplied by the Closing
Trade Price of the Ordinary Shares on the Delivery Date for such Lender Conversion.


 


A4. “Default Effect” means multiplying
the Outstanding Balance as of the date the applicable Event of Default occurred by (a) fifteen percent (15%) for each occurrence of any
Major Default, or (b) five percent (5%) for each occurrence of any Minor Default, and then adding the resulting product to the Outstanding
Balance as of the date the applicable Event of Default occurred, with the sum of the foregoing then becoming the Outstanding Balance under
this Note as of the date the applicable Event of Default occurred; provided that the Default Effect may only be applied three (3) times
hereunder with respect to Major Defaults and three (3) times hereunder with respect to Minor Defaults; and provided further that the Default
Effect shall not apply to any Event of Default pursuant to Section 4.1(b) hereof.


 


A5. “DTC” means the Depository Trust Company or
any successor thereto.


 


A6. “DTC/FAST Program” means the DTC’s Fast
Automated Securities Transfer program.


 


A7. “DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A8. “DWAC Eligible” means that
(a) Borrower’s Ordinary Shares are eligible at DTC for full services pursuant to DTC’s operational arrangements, including
without limitation transfer through DTC’s DWAC system; (b) Borrower has been approved (without revocation) by DTC’s underwriting
department; (c) Borrower’s transfer agent is approved as an agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise
eligible for delivery via DWAC; and (e) Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the
Conversion Shares via DWAC.


 


A9. “Equity Conditions Failure”
means that any of the following conditions has not been satisfied on any given Redemption Date: (a) with respect to the applicable date
of determination all of the Conversion Shares would be freely tradable under Rule 144 or without the need for registration under any
applicable federal or state securities laws (in each case, disregarding any limitation on conversion of this Note); (b) no Event of Default
shall have occurred or be continuing hereunder; (c) the average and median daily dollar volume of the Ordinary Shares on its principal
market for the previous twenty (20) and two hundred (200) Trading Days shall be greater than $75,000.00; and (d) the Market Capitalization
is greater than or equal to $30,000,000.00.


 


 


Attachment 1 to Convertible Promissory Note, Page
1


 



    	 	 	 



     


    




 


A10. “Fundamental Transaction” means that (a) (i)
Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or
into (whether or not Borrower or anyof its subsidiaries is the surviving corporation) any other person or entity, or (ii) Borrower or
any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey
or otherwise dispose of all or substantially all of its respective properties or assets to any other person or entity, or (iii) Borrower
or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other person or entity to make
a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower
(not including any shares of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with
the persons or entities making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall,
directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity
whereby such other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares
of voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons
or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or any of its
subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Ordinary
Shares, other than an increase in the number of authorized shares of Borrower’s Ordinary Shares, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower. Notwithstanding
the foregoing, any transaction related to the spinoff or reorganization of Solar Juice Co., Ltd. or SP Orange Power, Ltd. will not be
considered to be a Fundamental Transaction.


 


A11. “Major Default” means any Event of Default
occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p).


 


A12. “Mandatory Default Amount” means the Outstanding
Balance following the application of the Default Effect.


 


A13. “Market Capitalization”
means a number equal to (a) the average VWAP of the Ordinary Shares for the immediately preceding fifteen (15) Trading Days, multiplied
by (b) the aggregate number of outstanding Ordinary Shares as reported on Borrower’s most recently filed Form 10-Q or Form 10-K.


 


A14. “Minor Default” means any Event of Default
that is not a Major Default.


 


A15. “OID” means an original issue discount.


 


A16.  “Other Agreements”
means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one
hand, and Lender (or an affiliate), on the other hand, and (b) any financing agreement or a material agreement that affects Borrower’s
ongoing business operations.




 


A17. “Outstanding Balance” means
as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for payment,
Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount, accrued but unpaid interest, collection and enforcements
costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees related to Conversions,
and any other fees or charges (including without limitation Conversion Delay Late Fees) incurred under this Note.


 


A18. “Purchase Price Date” means the date the Purchase
Price is delivered by Lender to Borrower.


 


A19. “Trading Day” means any
day on which the New York Stock Exchange (or such other principal market for the Ordinary Shares) is open for trading.


 


A20. “VWAP” means the volume
weighted average price of the Ordinary Shares on the principal market for a particular Trading Day or set of Trading Days, as the case
may be, as reported by Bloomberg.


 


 


 


Attachment 1 to Convertible Promissory Note, Page
2


 


 






    	 	 	 



     


    

 


EXHIBIT A


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	SPI Energy Co., Ltd.	Date: ___________




Attn: Xiaofeng Peng


4677 Old Ironsides Drive, Suite 190


Santa Clara, California 95054


 


LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby gives notice
to SPI Energy Co., Ltd. (the “Borrower”), pursuant to that certain Convertible Promissory Note made by Borrower in
favor of Lender on April 8, 2022 (the “Note”), that Lender elects to convert the portion of the Note balance set forth
below into fully paid and non-assessable Ordinary Shares of Borrower as of the date of conversion specified below. Said conversion shall
be based on the Conversion Price set forth below. In the event of a conflict between this Lender Conversion Notice and the Note, the Note
shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Lender Conversion
Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


		A.	Date of Conversion:  __________________



		B.	Lender Conversion #: ___________________



		C.	Conversion Amount: ____________________



		D.	Conversion Price:  ______________________



		E.	Lender Conversion Shares: _______________ (C divided by D)



		F.	Remaining Outstanding Balance of Note:  __________________*



 


* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Lender Conversion Notice and such Transaction Documents.


 


Please transfer the Lender Conversion
Shares electronically (via DWAC) to the following account:


 


	Broker:  _________________________________	Address:	 
	DTC#:  _________________________________	 	 
	Account #:  ______________________________	 	 
	Account Name:  ___________________________	 	 


 


To the extent the Lender
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to
Lender via reputable overnight courier after receipt of this Lender Conversion Notice (by facsimile transmission or otherwise) to: 


____________________________________


____________________________________




____________________________________




 


 


 


[Signature Page Follows]


 


 


Exhibit A to Convertible Promissory Note, Page
1


 






    	 	 	 



     


    

 


 


Sincerely,


 


Lender:


 


STREETERVILLE CAPITAL,
LLC


 


 


By: /s/ John M. Fife                                   


John M. Fife, President




 


 


 


 


 


 


 


 


 


Exhibit A to Convertible Promissory Note, Page
2


 






    	 	 	 



     


    

 


EXHIBIT B


 


Streeterville Capital, LLC


303 East Wacker Drive, Suite 1040


Chicago, Illinois 60601


 


	SPI Energy Co., Ltd.	Date: ___________




Attn: Xiaofeng Peng


4677 Old Ironsides Drive, Suite 190


Santa Clara, California 95054


 


REDEMPTION NOTICE


 


The above-captioned Lender hereby gives notice
to SPI Energy Co., Ltd. (the “Borrower”), pursuant to that certain Convertible Promissory Note made by Borrower in
favor of Lender on April 8, 2022 (the “Note”), that Lender elects to redeem a portion of the Note in Redemption Conversion
Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice and the Note, the Note shall govern, or,
in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Redemption Notice to conform to
the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.


 


REDEMPTION INFORMATION


 


		A.	Redemption Date: _______________, 202_



		B.	Redemption Amount: _________________



		C.	Portion of Redemption Amount to be Paid in Cash: ________________



		D.	Portion of Redemption Amount to be Converted into Ordinary Shares: _________________ (B minus C)



		E.	Conversion Price: ______________________



		F.	Redemption Conversion Shares: __________________ (D divided by E)



		G.	Remaining Outstanding Balance of Note: __________________*



 


* Subject to adjustments for corrections, defaults,
interest and other adjustments permitted by the Transaction Documents (as defined in the Purchase Agreement), the terms of which shall
control in the event of any dispute between the terms of this Redemption Notice and such Transaction Documents.


 


Please transfer the Redemption Conversion
Shares, if applicable, electronically (via DWAC) to the following account:


 


	Broker: _____________________________	Address:	 
	DTC#: ______________________________	 	 
	Account #: __________________________	 	 
	Account Name: _______________________	 	 


 


To the extent the Redemption
Conversion Shares are not able to be delivered to Lender electronically via the DWAC system, deliver all such certificated shares to
Lender via reputable overnight courier after receipt of this Redemption Notice (by facsimile transmission or otherwise) to: 





____________________________________


____________________________________




____________________________________




 






 


 


 


 


 


Exhibit B to Convertible Promissory Note, Page
1


 






    	 	 	 



     


    

 


Sincerely,


 


Lender:


 


STREETERVILLE CAPITAL,
LLC


 


 






By: /s/ John M. Fife                                   


John M. Fife, President




 



 


 


 


 


 


 


 


 


 


 


 


Exhibit B to Convertible Promissory Note, Page
2