Exhibit 4.2


 


AMENDMENT TO CONVERTIBLE PROMISSORY NOTE


 


This Amendment to Convertible
Promissory Note (this “Amendment”) is entered into as of October 28, 2022, by and between Streeterville
Capital, LLC, a Utah limited liability company (“Lender”), and SPI Energy
Co., Ltd., a Cayman Islands corporation (“Borrower”). Capitalized terms used in this Amendment without definition
shall have the meanings given to them in the Note (as defined below).


 


A. Borrower
previously issued to Lender a Convertible Promissory Note dated September 30, 2021 in the principal amount of $4,210,000.00 (the “Note”).


 


B. Borrower
has requested that Lender extend the Maturity Date of the Note (the “Extension”).


 


C. Lender
has agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to grant the Extension.


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


1. Recitals.
Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are
hereby incorporated into and made a part of this Amendment.


 


2. Extension.
The Maturity Date for the Note is hereby extended until September 30, 2023.


 


3. Extension
Fee. In consideration of Lender’s grant of the Extension, its fees incurred in preparing this Amendment and other accommodations
set forth herein, Borrower agrees to pay to Lender an extension fee equal to two percent (2%) of the Outstanding
Balance of the Note, which equals $71,893.51 (the “Extension Fee”). The Extension Fee
will be paid via wire transfer of immediately available funds within one (1) Trading Day of execution of this Amendment.


 


4. Aggregate
Balance Reduction. Borrower agrees to reduce the aggregate Outstanding Balance of the Note together with the outstanding balance
of those certain Convertible Promissory Notes issued by Borrower in favor of Lender on June 9, 2021 and November 12, 2021 (the “Prior
Notes”) in accordance with the following schedule: (a) at least $350,000 in November 2022; (b) at least $400,000 in December
2022; (c) at least $450,000 in January 2023; and (d) at least $500,000 for each month thereafter until the Note and the Prior Notes are
both paid in full. A fee equal to one percent (1%) of the Outstanding Balance of the Note will be added to the Outstanding Balance for
each month in which Borrower fails to comply with the foregoing minimum aggregate balance reduction schedule.
In addition, if Borrower fails to reduce the aggregate outstanding balance of the Note and the Prior Notes by the required monthly amount
in four (4) separate months, then Lender shall have the right to call an Event of Default with respect to such failure at any time thereafter.


 


5. Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower, for itself, and for its affiliates, successors
and assigns, hereby acknowledges, represents, warrants and agrees as follows:


 


(a) Borrower
has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all
of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to
any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations
of Borrower hereunder.


 


(b) There
is no fact known to Borrower or which should be known to Borrower which Borrower has not disclosed to Lender on or prior to the date
of this Amendment which would or could materially and adversely affect the understanding of Lender expressed in this Amendment or any
representation, warranty, or recital contained in this Amendment.


 


 






    	 	 	 



     


    

 


(c) Except
as expressly set forth in this Amendment, Borrower acknowledges and agrees that neither the execution and delivery of this Amendment
nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify,
waive, or otherwise affect the liability and obligations of Borrower under the terms of the Transaction Documents.


 


(d) Borrower
has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action
of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with,
the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the
execution of this Amendment and occurred, existed, was taken, permitted or begun in accordance with, pursuant to, or by virtue of any
of the terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff,
rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims,
actions and causes of action are hereby waived, discharged and released. Borrower hereby acknowledges and agrees that the execution of
this Amendment by Lender shall not constitute an acknowledgment of or admission by Lender of the existence of any claims or of liability
for any matter or precedent upon which any claim or liability may be asserted.


 


(e) Borrower
represents and warrants that as of the date hereof no Events of Default or other material breaches exist under the Transaction Documents
or have occurred prior to the date hereof.


 


6. Certain
Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been
or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.


 


7. Other
Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid,
and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note
after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between
the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this
Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver
of, or as an amendment to, any right, power, or remedy of Lender under the Note, as in effect prior to the date hereof. For the avoidance
of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Note.


 


8. No
Reliance. Borrower acknowledges and agrees that neither Lender nor any of its officers, directors, members, managers, equity holders,
representatives or agents has made any representations or warranties to Borrower or any of its agents, representatives, officers, directors,
or employees except as expressly set forth in this Amendment and the Transaction Documents and, in making its decision to enter into
the transactions contemplated by this Amendment, Borrower is not relying on any representation, warranty, covenant or promise of Lender
or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.


 


9. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this
Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.


 


10. Further
Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.


 


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IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the date set forth above.


 





LENDER:


 


Streeterville
Capital, LLC


 


 


By:                                                                    


John M. Fife, President


 


BORROWER:


 


SPI
Energy Co., Ltd.


 


 


By:
                                                                    


Name:                                                                


Title:                                                                  


 


 


 


 


 


 


 


[Signature Page to Amendment to Convertible
Promissory Note]