Exhibit 10.1


 


Baker McKenzie.


 


 


 


 


 






 


Deed of
Settlement and Release


 


Solar Juice Co. Ltd


 


Kun
Fong Lee in his own capacity and as trustee for Solar Juice Co. Ltd


 


Jinhan
Zhou in his own capacity and as trustee for Solar Juice Co. Ltd


 


Andrew
Lawrence Burgess in his own capacity and as trustee for Burgess Absolutely Entitled Trust


 


Rami
Ahmed Fedda in his own capacity and as trustee for Fedda Absolutely Entitled Trust


 


Allied Energy Holding Pte Ltd


 


Chin
Piaw Tan


 


Solar Juice Pty Ltd


 





 



 


 


  


 


Baker
& McKenzie


ABN 32 266 778 912


Tower One -
International Towers Sydney


Level 46, 100 Barangaroo Avenue


Barangaroo
NSW 2000


Australia


www.bakermckenzie.com


 


 


 


 






    	 	 	 



     

    

 


Table of contents


 






 


	1.	Definitions and interpretation	2
	 	 	 
	2.	Effective Date	9
	 	 	 
	3.	The Shareholdings in the Company	10
	 	 	 
	4.	Issue of Subscription Shares	10
	 	 	 
	5.	Warranties in relation to Share Issue	14
	 	 	 
	6.	Completion	15
	 	 	 
	7.	Directors	16
	 	 	 
	8.	Consent Orders	16
	 	 	 
	9.	Management of the Company	17
	 	 	 
	10.	Scottish Pacific Facility	17
	 	 	 
	11.	Shareholders' Deed	18
	 	 	 
	12.	If GST is payable	18
	 	 	 
	13.	Stock Options and RSA	19
	 	 	 
	14.	Releases by the Parties	19
	 	 	 
	15.	No admission of liability	20
	 	 	 
	16.	Representations and warranties	20
	 	 	 
	17.	Confidentiality to be preserved	21
	 	 	 
	18.	General	22


 





 


 


 


 


 


 


 



    	 	 	 



     

    

 




 


	Title	Deed of Settlement and Release
	 	 
	Date	14 October 2020
	 	 
	Parties	Solar Juice Co. Ltd (a Cayman Islands registered company) of P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West
    Bay Road, Grand Cayman, KYl-1205 Cayman Islands (Solar Juice Cayman or SJC)
	 	 
	 	Kun Fong Lee in his own capacity and as trustee for Solar Juice Co. Ltd of Block 585, Pasir Ris Street 53, #10-47,
    Singapore 510585 (Lee)
	 	 
	 	Jinhan Zhou in his own capacity and as trustee for Solar Juice Co. Ltd of XueweilLandhu No 1, Sartu District,
    Daqing City, Heilongjian Province 163000, People's Republic of China (Zhou)
	 	 
	 	Andrew Lawrence Burgess in his own capacity and as trustee for Burgess Absolutely Entitled Trust of The Run Way,
    Blaxland NSW 2774 (Burgess)
	 	 
	 	Rami Ahmed Fedda in his own capacity and as trustee for Fedda Absolutely Entitled Trust of 1 Badger
    Avenue, Sefton NSW 2162 (Fedda)
	 	 
	 	Allied Energy Holding Pie Ltd of 18 Boon Lay Way #06-107 Trade Huy 21 Singapore 609966 Singapore (Allied)
	 	 
	 	Chin Piaw Tan of 12 Jelebu Road, #22-36 Hillian Residences 677673 Singapore (Tan)
	 	 
	 	Solar Juice Ply Ltd (139 534 026) of Unit I, 10-12 Forsyth Close, Wetherill Park  NSW  2164
    (Company)





 


Recitals


  


		A	Solar Juice Cayman, Lee in his capacity as trustee for
Solar Juice Cayman, Zhou in his capacity as trustee for Solar Juice Cayman, Burgess in his capacity as trustee for the Burgess
Absolutely Entitled Trust, Fedda in his capacity as trustee for the Fedda Absolutely Entitled Trust and Allied are the shareholders
of the Company (Shareholders).





 


		B	Solar Juice Cayman is a wholly owned subsidiary of SPI,
a company listed on NASDAQ.





 


		C	Solar Juice Cayman became the owner of the Shares (legally
and/or beneficially) following transfers to it of all the Shares held by SPI China (HK) Limited (Share
Transfers). At the time of those Share Transfers, SPI China (HK) Limited was also a wholly owned subsidiary of SPI.





 


		D	The Parties are in dispute as to the effectiveness of a
rights issue purportedly undertaken by the Company in May 2020 (Purported
Rights Issue) and the validity and consequences of certain events which followed, including:





 


		(a)	whether, as was the position prior the Purported Rights
Issue, Solar Juice Cayman:





 


		(i)	is the beneficial owner of an 80% shareholding in the Company;





 


		(ii)	has 4 directors on the board of the Company;





 


 


 


 






    	 	 	 



     

    

 


 


		(iii)	is entitled to appoint the Chairman of the board of the
Company and has the benefit of the Chairman's casting vote; and



 


		(iv)	has the protections set out in the Shareholders' Deed,
or





 


		(b)	whether as a result of actions taken by or on behalf of
the Defendants in connection with the Purported Rights Issue:





 


		(i)	Solar Juice Cayman's total beneficial shareholding has
been reduced to 40%;





 


		(ii)	2 of Solar Juice Cayman's nominee directors (Lee and Zhou)
have been removed as directors of the Company;



 


		(iii)	Chin Piaw Tan has been appointed as a director of the
Company;





 


		(iv)	Solar Juice Cayman is no longer entitled to appoint the
Chairman of the Company and does not have the benefit of the Chairman's casting vote; and





 


		(v)	the Shareholders' Deed has been terminated.





 


		E	The Parties are all parties to the Proceeding the subject
matter of which is the Dispute.





 


		F	The Parties have agreed to settle the Proceeding on the
terms of this Deed on a without admissions basis.



 


Operative provisions


 


 






 


		1.	Definitions and interpretation





 


Definitions


 


		1.1	In this Deed, unless the context requires otherwise, words
used have the following meanings:





 


Allied
Payment means the amount of A$120,000 paid by or on behalf of Allied to the Company as a prepayment from Allied to the
Company for the Allied Subscription Shares, being the amount which was paid by Allied to the Company on 25 May 2020 as the consideration
payable by Allied for the Allied Rights Issue Shares as part of the Purported Rights Issue.


 


Allied Rights Issue Shares means the
6 Shares that were invalidly issued to Allied as part of the Purported Rights Issue.


 


Allied Subscription Amount means A$120,000.


 


Allied Subscription Shares means 6 Shares.


 


Allied Warranties means the Warranties set
out in Part B of Schedule 2.


 


Authorisation
means:


 


		(a)	any authorisation, approval, licence, permit, consent,
qualification, accreditation, filing, registration, certificate, resolution, direction, declaration, or exemption and any renewal
and variation of them; and





 


		(b)	for anything which a Government Agency may prohibit or
restrict within a specified period, the expiry of that period without intervention or other action by that Government Agency.





 


 


 


 


 






    	 	2	 



     

    

 


 


Burgess Balance Amount means the amount of
the Burgess Payment less the Burgess Subscription Amount.


 


Burgess Payment means the amount of A$940,000
paid by or on behalf of Burgess to the Company on 21 May 2020 as the consideration payable by Burgess for the Burgess Rights Issue
Shares as part of the Purported Rights Issue.


 


Burgess Rights Issue Loans means the Loan Agreement
dated 19 May 2020 between Juicy Fruits (NSW) Pty Ltd (ACN 153 123 703) and Allied, and the Loan Agreement dated 19 May 2020 between
Juicy Fruits (NSW) Pty Ltd (ACN 153 123 703) and Cadence Products Enterprise Pte Ltd.


 


Burgess Rights Issue Shares means the 47 Shares
that were invalidly issued to Burgess as part of the Purported Rights Issue.


 


Burgess Subscription Amount means A$140,000.


 


Burgess Subscription Shares means 7 Shares.


 


Burgess Warranties means the Warranties set
out in clauses 16. l, I 6.2, I 6.3 and Part B of Schedule 2.


 


Business Day means a day that is not a Saturday,
Sunday, a public holiday or bank holiday in Sydney, New South Wales.


 


Claim(s) means any claim, cost, damages, debt,
expense, liability, loss, allegation, suit, action, demand, cause of action or proceeding of any kind whether known or unknown,
as at the Effective Date.


 


Completion means completion of the issue of
the Subscription Shares in accordance with clause 6.


 


Consent Orders means orders substantially in
the form of Schedule 1, or such other orders as agreed between the parties in writing.


 


Constitution means the constitution of the
Company.


 


Controller has the meaning defined in section
9 of the Corporations Act.


 


Corporations Act means the Corporations
Act 2001 (Cth).


 


Court means the Federal Court of Australia.


 


Deed means this Deed of Settlement and Release.


 


Defendants means Burgess, Fedda, Tan, Allied
and the Company.


 


Dispute means the dispute between the Parties
in respect of the matters set out in Recital D.


 


Effective Date means the date on which the last party executes this deed.


 


Escrowed Consideration Shares has the meaning
given to it in the SPA.


 


Executive Employment Agreements means both
the:


 


		(a)	Executive Employment Agreement between Solar Juice Pty
Ltd and Andrew Burgess; and



 


		(b)	Executive Employment Agreement between Solar Juice Pty
Ltd and Rami Fedda.





 


 


 


 


 


 


 


 






    	 	3	 



     

    

 


Fedda Balance Amount means the amount of the
Fedda Payment less the Fedda Subscription Amount.


 


Fedda Payment means
the amount of A$940,000 paid by Fedda to the Company on 21 May 2020 as the consideration payable by Fedda for the Fedda Rights
Issue Shares as part of the Purported Rights Issue.


 


Fedda Rights Issue
Loans means the Loan Agreement dated 19 May 2020 between Fabral Investments Pty Ltd (ACN 153 123 696) and Allied, and
the Loan Agreement dated 19 May 2020 between Fabral Investments Pty Ltd (ACN 153 123 696) and Cadence Products Enterprise Pte
Ltd.


 


Fedda Rights Issue Shares means the 47 Shares
that were invalidly issued to Fedda as part of the Purported Rights Issue.


 


Fedda Subscription Amount means A$140,000.


 


Fedda Subscription Shares means 7 Shares.


 


Fedda Warranties
means the Warranties set out in clauses 16.1, 16.2, 16.3 and Part B of Schedule 2.


 


First to Fourth Defendants means Burgess, Fedda,
Tan and Allied.


 


Government Agency means:


 


		(a)	a government, whether foreign, federal, state, territorial
or local or a department, office or minister of a government acting in that capacity; or



 


		(b)	a commission, delegate, instrumentality, agency, board,
or other government, semi government,judicial, administrative, monetary or fiscal body, department, tribunal, entity or authority,
whether statutory or not, and includes any self-regulatory organisation established under statute or any stock exchange.





 


GST means GST as defined in the A New Tax
System (Goods and Services Tax) Act 1999 (Cth), or any like tax.


 


GST Act means the A New Tax System (Goods
and Services Tax) Act 1999, or if that Act does not exist for any reason, means any Act imposing or relating to the imposition
or administration of a goods and services tax in Australia and to any regulation made under that Act.


 


Insolvency Event means:


 


		(a)	for any body corporate, the happening of one or more of
the following events:





 


		(i)	except for the purpose of a solvent reconstruction or
amalgamation which has the prior written consent of the other parties:



 


		(A)	process is filed in a court seeking an order that it be
wound up or that a Controller be appointed to it or any of its assets, unless the application is withdrawn, struck out or dismissed
within seven days of it being filed;





 


		(B)	an order is made that it be wound up or that a Controller
be appointed to it or any of its assets; or



 


		(C)	a resolution that it be wound up is passed or proposed;





 


 


 


 






    	 	4	 



     

    

 


 


		(ii)	a liquidator, provisional liquidator, Controller or any
similar official is appointed to, or takes possession or control of, all or any of its assets or undertaking;





 


		(iii)	an administrator is appointed to it, a resolution that
an administrator be appointed to it is passed or proposed, or any other steps are taken to appoint an administrator to it;





 


		(iv)	it enters into, or resolves to enter into, an arrangement,
compromise or composition with any of, or any class of, its creditors or members, or an assignment for the benefit of any of,
or any class of, its creditors, or process is filed in a court seeking approval of any such arrangement, compromise or composition;





 


		(v)	a reorganisation, moratorium, deed of company arrangement
or other administration involving one or more of its creditors is proposed or effected;





 


		(vi)	any action is taken by ASIC with a view to its deregistration
or its dissolution, or an application is made to ASIC that any such action be taken;





 


		(vii)	it is insolvent within the meaning of section 95A of the
Corporations Act, as disclosed in its accounts or otherwise, states that it is unable to pay its debts or is presumed to be insolvent
under any applicable law;





 


		(viii)	as a result of the operation of section 459F(l) of the
Corporations Act, it is taken to have failed to comply with a statutory demand;





 


		(ix)	it stops or suspends or threatens to stop or suspend the
payment of all or a class of its debts or the conduct of all or a substantial part of its business;





 


		(x)	any event or circumstance set out in section 461 of the
Corporations Act occurs in relation to it; or





 


		(xi)	anything having a substantially similar effect to any
of the events specified in paragraphs (a)(i) to (a)(x) of this definition happens to it under the Jaw of any jurisdiction;





 


		(b)	in relation to a person that is an individual, the happening
of one or more of the following events:



 


		(i)	a bankruptcy notice is issued to the person;





 


		(ii)	a receiver, trustee for creditors or trustee in bankruptcy
is appointed to any of the person's property;



 


		(iii)	a garnishee notice is issued concerning any money that
the person is said to be owed;



 


		(iv)	the person proposes or enters into an arrangement or composition
with, or an assignment for the benefit of, any of the person's creditors;





 


		(v)	the person proposes or effects a moratorium involving
any of the person's creditors;





 


		(vi)	the person stops or suspends, or threatens to stop or
suspend, the payment of all or a class of the person's debts or the conduct of all or a substantial part of the person's business;





 


		(vii)	the person is unable to pay all of the person's debts
as they fall due or is presumed to be insolvent under any applicable law;



 


		(viii)	the person becomes an "insolvent under administration"
as defined in section 9 of the Corporations Act;



 


 


 


 


 






    	 	5	 



     

    

 


		(ix)	anything having a substantially similar effect to any
of the events specified in paragraphs (b)(i) to (b)(viii) of this definition happens to the person under the law of any jurisdiction;
or



 


		(x)	the person dies, is imprisoned or becomes incapable of
managing his or her own affairs.



 


Interim
Orders means Orders I, 2 and 3 of the Orders made in the Proceeding on 4 June 2020 as extended by Order I of the Orders made
on 12 June 2020, as extended and varied by Order I of the Orders made on 3 July 2020 and as extended by Order I of the Orders
made on 21 July 2020.


 


Lee
Subscription Shares means 16 Shares.


 


Liabilities
means all liabilities, whether actual or contingent, present or future, quantified or unquantified.


 


Loss
means any claim, cost (including legal costs on a solicitor and client basis), damage, debt, expense, Tax, Liability, loss,
obligation, allegation, suit, action, demand, cause of action, proceeding or judgment of any kind however calculated or caused,
and whether direct or indirect, consequential, incidental or economic, including any decrease in the value of the Assets or the
value of the Sale Shares, whether or not realised.


 


New
Rights Issue has the meaning given to that term in clause 4.1.


 


Party
means a party to this Deed.


 


Plaintiffs
means Solar Juice Cayman, Lee and Zhou.


 


Proceeding
means Proceeding No. NSD605/2020 in the Federal Comt of Australia, New South Wales registry.


 


PPSA
means the Personal Property Securities Act 2009 (Cth).


 


Purported
Rights Isssue has the meaning given to it in the Statement of Claim filed in the Proceeding on 15 June 2020.


 


Related
Party has the meaning given to that term in the Corporations Act.


 


RSAs
means the Restricted Share Awards granted by SPI Energy Co. Ltd and its shareholders to Andrew Burgess and Rami Fedda subject
to the terms and conditions set out in the SPI. Energy Co. Ltd 2015 Equity Incentive Plan- Restricted Share Award Agreement between
SPI Energy Co. Ltd and each of Andrew Burgess and Rami Fedda.


 


Rights
Issue Loans means the Burgess Rights Issue Loans and the Fedda Rights Issue Loans.


 


Scottish
Pacific Facility means the Invoice Discounting Agreement between the Company and Scottish Pacific (BFS) Pty Limited (ACN 101
657 041) entered into on or about 29 March 2018.


 


Scottish
Pacific Guarantees means the document entitled “Deed of Guarantee and Indemnity” dated 19 April 2018 between:


		•	Scottish Pacific (BFS) Pty Limited;



		•	Solar Juice Pty Ltd;



		•	Juicy Fruits (NSW) Pty Ltd;



		•	Fabral Investments Pty Ltd;



 


 


 


 






    	 	6	 



     

    

 


 


		•	Juicy Fruits (No 2) Pty Ltd in its own right and as trustee for the Burgess Absolutely Entitled
Trust;



		•	SJ Trading (No 2) Pty Ltd in its own right and as trustee for the Fedda Absolutely Entitled
Trust;



		•	Fabral holdings Pty Ltd;



		•	Juicy Fruits Commercial Pty Ltd;



		•	Juicy Properties Pty Ltd;



		•	SJ (No 2) Pty Ltd;



		•	Solar Juice PPA Pty Ltd;



		•	Burgess; and



		•	Fedda.



 


Security Interest
means an interest in an asset which provides security for, or protects against default by, a person for the payment or satisfaction
of a debt, obligation or liability including a security interest registered under the PPSA, mortgage, charge, bill of sale, pledge,
deposit, lien, encumbrance, hypothecation or arrangement for the retention of title.


 


Share means a fully
paid ordinary share in the Company.


 


Share Certificate means each of:


		a)	Share Certificate No. 10 dated 22 May 2020 certifying that Rami Fedda as trustee for the
                                                                Fedda Absolutely Entitled Trust is the holder of 47 ordinary shares of Solar Juice Pty Ltd;



		b)	Share Certificate No. 11 dated 22 May 2020 certifying that Andrew Burgess as trustee for the
Burgess Absolutely Entitled Trust is the holder of 47 ordinary shares of Solar Juice Pty Ltd; and



		c)	Share Certificate No. 12 dated 26 May 2020 certifying that Allied Energy Holding Pte Ltd is the
holder of 6 ordinary shares of Solar Juice Pty Ltd.



(together, the Share Certificates)


 


Shareholders means has the meaning given in
Recital A.


 


Shareholders' Deed
means the Shareholders' Deed dated on or about May 2015 between Burgess, Fedda, Allied, SPI China (HK) Limited and the Company.


 


SJC Subscription Amount
means A$1,600,000, being the total aggregate amount payable for the Solar Juice Cayman Subscription Shares, Lee Subscription
Shares and Zhou Subscription Shares.


 


SJC Subscription Shares
means the Solar Juice Cayman Subscription Shares, the Lee Subscription Shares and the Zhou Subscription Shares.


 


SJC Warranties means the Warranties set out
in clause 16.3 of this Deed.


 


Solar Juice Cayman Subscription Shares means
49 Shares.


 


SPA means the Share
Purchase Agreement dated 31 March 2015 between Burgess, Fedda, Allied and SPI China (HK) Limited.


 


SPI means SPI Energy Co., Ltd.


 


SPI Group means
SPI and its affiliates, including Solar Juice Cayman.


 


Stock Options
means the Options available to Andrew Burgess and Rami Fedda and defined in clause 7 of the Executive Employment Agreements.


 


 


 


 


 






    	 	7	 



     

    

 


 


Subscriber Warranties
means the Allied Warranties, the Burgess Warranties and the Fedda Warranties.


 


Subscription Shares
means the Solar Juice Cayman Subscription Shares, Lee Subscription Shares, Zhou Subscription Shares, the Burgess Subscription
Shares, the Fedda Subscription Shares and the Allied Subscription Shares.


 


Tax means:


 


		(a)	a tax, levy, charge, impost, deduction, withholding or
duty of any nature (including stamp and transaction duty and GST) at any time imposed or levied by any Government Agency or required
to be remitted to, or collected, withheld, or assessed by, any Government Agency; and





 


		(b)	any related interest, expense, fine, penalty or other
charge on those amounts,



 


and includes any amount
that a person is required to pay to another person on account that other person's liability for Tax.


 


Tax Invoice has
the meaning given by the GST Act.


 


Third Party Interest
means any Security Interest, lease, license, option, voting arrangement, easement, covenant, notation, restriction, interest
under any agreement, interest under any trust, or other right, equity, entitlement or other interest of any nature held by a third
party.


 


Warranties
means the Company Warranties, SJC Warranties, Burgess Warranties, Fedda Warranties, and the Allied Warranties together (or individual
as the context requires).


 


Zhou Subscription Shares means 15 Shares.


 


Interpretation


 


		1.2	In this Deed:





 


		(a)	unless the context requires, a reference to:





 


		(i)	the singular includes the plural and vice versa;





 


		(ii)	a gender includes all genders;



 


		(iii)	a document (including this Deed) is a reference to that
document (including any Schedules and Annexures) as amended, consolidated, supplemented, novated or replaced;





 


		(iv)	a party means a party to this Deed;



 


		(v)	an item, Recital, clause, Schedule or Annexure is to an
item, Recital, clause, Schedule or Annexure of or to this Deed;



 


		(vi)	a notice means a notice, approval, demand, request, nomination
or other communication given by one party to another under or in connection with this Deed;



 


		(vii)	a person (including a party) includes:



 


		(A)	an individual, company, other body corporate, association,
partnership, firm, joint venture, trust and Govermnent Agency; and





 


 


 


 


 






    	 	8	 



     

    

 


		(B)	the person's successors, permitted assigns, substitutes,
executors and administrators;





 


		(viii)	a law includes any legislation, judgment, rule of common
law or equity or rule of any applicable stock exchange, and is a reference to that law as amended, consolidated, supplemented
or replaced and includes a reference to any regulation, by-law or other subordinate legislation;





 


		(ix)	proceedings includes litigation, arbitration and investigation;





 


		(x)	a judgment includes an order, injunction, decree, determination
or award of any court or tribunal;





 


		(xi)	time is to New South Wales time;





 


		(xii)	day is to a day in New South Wales;





 


		(xiii)	the words "including" and :includes” mean
“including, but not limited to”, and "includes, without limitation" respectively;





 


		(b)	where a word or phrase is defined, its other grammatical
forms have a corresponding meaning;





 


		(c)	headings are for convenience only and do not affect interpretation
of this Deed;





 


		(d)	if a payment or other act must (but for this clause) be
made or done on a day that is not a Business Day, then it must be made or done on the next Business Day; and





 


		(e)	if a period must be calculated from, after or before a
day or the day of an act or event, it must be calculated excluding that day.



 


 This Deed may not be construed adversely to a party
only because that party was responsible for preparing it.


 


 





 



 


		2.	Effective Date





 


		2.1	This Deed becomes effective on and from the Effective
Date.





 


 


 


 


 






    	 	9	 



     

    

 


 






 


		3.	The Shareholdings in the Company





 


		3.1	The parties acknowledge and agree that:





 


		(a)	the intention of the parties is for the issued share capital
of the Company to be held in the following proportions, and to record and recognise that this was the position both immediately
prior to 22 May 2020 and from that date onwards:





 


	Shareholder	%
Interest
	Solar Juice Cayman	49%
	Lee	16%
	Zhou	15%
	Burgess	7%
	Fedda	7%
	Allied	6%
	Total	100%


 


		(b)	if for any reason, the intention referred to in clause
3.l(a) is not accomplished by the provisions of this Deed, the parties will each promptly do all such things as are reasonably
necessary in all the circumstances to give effect to this intention.





 


		3.2	The Parties agree that:





 


		(a)	subject to the Court making the Consent Orders referred
to in clause 8:



 


		(i)	The statutory books and records of the Company, including
in particular the register of members must be rectified to reflect that the changes currently recorded as occurring on 22 May 2020
did not occur and notification must be given to ASIC accordingly within I Business Day of the Court making the Consent Orders;





 


		(ii)	the Share Certificates are to be cancelled within I Business
Day of the Court making the Consent Orders;



 


		(iii)	the Subscription Shares are to be issued as set out in
clause 4. The register of members of the Company is to be updated to reflect the issue of the Subscription Shares and notification
is to be given to ASIC accordingly within I Business Day after Completion.





 





 



 


		4.	Issue of Subscription Shares





 


New Rights Issue


 





		4.1	The Company offers to each Shareholder, rights to subscribe
for I 00 additional ordinary shares in the capital of the Company in an aggregate amount of A$2,000,000 at an issue price of A$20,000
per share, pro rata in accordance with each Shareholder's existing shareholding (New Rights Issue).





 


 


 


 


 






    	 	10	 



     

    




 


		4.2	The execution of this Deed by the Company constitutes
an irrevocable offer to each Shareholder to subscribe for additional Shares in the capital of the Company under the New Rights
Issue.





 


Issue of SJC Subscription Shares


 


		4.3	Pursuant to the New Rights Issue:





 


		(a)	Solar Juice Cayman agrees to subscribe for the Solar Juice
Cayman Subscription Shares;



 


		(b)	Lee agrees to subscribe for the Lee Subscription Shares;



 


		(c)	Zhou agrees to subscribe for the Zhou Subscription Shares,
together the SJC Subscription Shares.



 


		4.4	The Company agrees to issue the Solar Juice Cayman Subscription
Shares, the Lee Subscription Shares and the Zhou Subscription Shares free from Third Party Interests to Solar Juice Cayman, Lee
and Zhou on Completion for the SJC Subscription Amount, on the terms of this Deed.





 


		4.5	The execution of this Deed by Solar Juice Cayman, Lee
and Zhou constitutes an irrevocable application by Solar Juice Cayman, Lee and Zhou to subscribe at Completion for the Solar Juice
Cayman Subscription Shares, the Lee Subscription Shares and the Zhou Subscription Shares respectively.





 


Issue of Burgess Subscription Shares


 


		4.6	Pursuant to the New Rights Issue, Burgess agrees to subscribe
for, and the Company agrees to issue, the Burgess Subscription Shares free from Third Party Interests to Burgess on Completion
for the Burgess Share Subscription Amount, on the terms of this Deed.





 


		4.7	The execution of this Deed by Burgess constitutes an irrevocable
application by Burgess to subscribe at Completion for the Burgess Subscription Shares.





 


Issue of Fedda Subscription Shares


 


		4.8	Pursuant to the New Rights Issue, Fedda agrees to subscribe
for, and the Company agrees to issue, the Fedda Subscription Shares free from Third Party Interests to Fedda on Completion for
the Fedda Share Subscription Amount, on the terms of this Deed.





 


		4.9	The execution of this Deed by Fedda constitutes an irrevocable
application by Fedda to subscribe at Completion for the Fedda Subscription Shares.





 


Issue of Allied Subscription Shares


 


		4.10	Pursuant to the New Rights Issue, Allied agrees to subscribe
for, and the Company agrees to issue, the Allied Subscription Shares free from Third Party Interests to Allied on Completion for
the Allied Share Subscription Amount, on the terms of this Deed.





 


		4.11	The execution of this Deed by Allied constitutes an irrevocable
application by Allied to subscribe at Completion for the Allied Subscription Shares.





 


Terms and Conditions


 


		4.12	The terms and conditions of the subscription by each of
the Shareholders, and issue of the Subscription Shares by the Company, pursuant to the New Rights Issue are as follows:





 


 


 


 


 






    	 	11	 



     

    

 


		(a)	Each of the Company, Burgess, Fedda and Allied waives,
and prior to Completion must obtain the waiver from all other relevant persons, of all restrictions on issue (including pre-emption
rights) that might exist in respect of the Subscription Shares, whether under the Constitution or otherwise.



 


		(b)	Subject to clauses 4.12(c) and 4.12(d), the SJC Subscription
Amount is to be paid by SJC to the Company within 3 Business days of the Court making the Consent Orders.





 


		(c)	The Company has directed (with execution of this Deed
constituting an irrevocable direction by the Company to SJC) that the SJC Subscription Amount be paid in full to Burgess and Fedda
in equal proportions.



 


		(d)	Each of Burgess and Fedda have directed (with execution
of this Deed constituting an irrevocable direction by the each of Burgess and Fedda to SJC) that the SJC Subscription Amount be
paid to Allied to the following accounts:





 


Amount: A$1,155,000


 


	Payee's name: 	Cadence Products Enterprise Pte. Ltd.
	 	 
	Payee's address:	52, Duchess Avenue, #02-08,
Duchess Crest, Singapore 269197
	 	 
	Payee's bank: 	United Overseas Bank Ltd
	 	 
	Bank address: 	369, Alexandra Road
17-00 Singapore 119954
	 	 
	USD Bank acct no.:	xxxxxxxxxx
	 	 
	SWIFT code: 	UOVBSGSG









 


Amount: A$445,000


 


Allied Energy Holding Pte Ltd


 






	Payee's name:	Allied Energy Holding Pte. Ltd.
	 	 
	Payee's address:	18, Bon Lay Way, #06-107, Trade Hub 21, Singapore 609966
	 	 
	Payee's bank:	United Overseas
Bank Ltd
	 	 
	Bank address:	369, Alexandra Road 17-00 Singapore I 19954
	 	 
	USD Bank acct no.:	xxxxxxxxxxxxx
	 	 
	SWIFT
code:	UOVBSGSG



 


		(e)	The Burgess Subscription Amount is to be paid by way of
the Company deducting (with execution of this Deed constituting an irrevocable authorisation and consent by Burgess to such deduction
by the Company) A$140,000 from the Burgess Payment.





 


		(f)	The Fedda Subscription Amount is to be paid by way of
the Company deducting (with execution of this Deed constituting an irrevocable authorisation and consent by Fedda to such deduction
by the Company) A$140,000 from the Fedda Payment.





 


 


 


 


 






    	 	12	 



     

    

 


 


		(g)	The Allied Subscription Amount is to be paid by way of
the Company retaining the Allied Payment in full and applying (with execution of this Deed constituting an irrevocable authorisation
and consent by Fedda to such appllication by the Company) the Allied Payment as payment for the issue of the Allied Subscription
Shares.





 


		(h)	Burgess agrees to pay to Allied the amount of A$ l 40,000
in partial repayment of the the Burgess Rights Issue Loans.





 


		(i)	Fedda agrees to pay to Allied the amount of A$140,000
in partial repayment of the the Fedda Rights Issue Loans.



 


		(j)	Burgess agrees that he has no right or entitlement to
the Burgess Balance Amount.



 


		(k)	Fedda agrees that he has no right or entitlement to the
Fedda Balance Amount.



 


		(l)	Allied agrees that it has no right or entitltement to
the Burgess Balance Amount nor the Fedda Balance Amount.



 


		(m)	Allied acknowledges and agrees that its sole rights of recove1y in respect of the Burgess
                                                                               Rights Issue Loans and Fedda Rights Issue Loans is as against Burgess and Fedda respectively and that neither the Company nor
                                                                               SJC, Lee or Zhou have any obligations in respect of either the Burgess Rights Issue Loan or Fedda Rights Issue Loans.



 


		(n)	Allied undertakes that it will not commence any proceedings
(including debt recove1y proceedings) or take any other action as against the Company and/or SJC in respect of the Burgess Balance
Amount or Fedda Balance Amount, and acknowledges and agrees that each of the Company and SJC may plead this Deed as a bar to any
such proceedings or other action.



 


		4.13	The Company represents and warrants that, if and to the
extent that entry into the Deed (and the performance its obligations under the Deed) is considered to be financial assistance
under section 260A of the Corporations Act, the giving of such assistance to a person to acquire shares in the Company does not
materially prejudice (i) the interests of the Company or the Shareholders or (ii) the ability of the Company to pay its creditors.
Each of the Shareholders acknowledge and agree that the entry into the Deed by the Company (and the performance its obligations
under the Deed) does not materially prejudice their respective interests in the Company.





 


 


 


 


 






    	 	13	 



     

    

  


		4.14	The intention of the parties is for the issued share capital
of the Company following Completion to be as follows:





 


	Shareholder	%
    Interest	No. of Shares
	Solar Juice Cayman	49%	98
	Lee	16%	32
	Zhou	15%	30
	Burgess	7%	14
	Fedda	7%	14
	Allied	6%	12
	Total	100%	200


 


		4.15	If,
for any reason, the intention referred to in clause 4.13 is not accomplished by the provisions of this Deed, the parties
will each promptly do all such things as are reasonably necessary in all the circumstances to give effect to this intention.





 


		4.16	Burgess, Fedda and Allied agree that they will consent
to, and will not object to, any transfer of Shares from Lee and Zhou to any Related Party of SPI.





 


 





 



 


		5.	Warranties in
                                         relation to Share Issue





 


		5.1	The Company represents warrants and covenants to and with
each of the Shareholders that each statement contained in clause 16.2, 16.3 and Part A of Schedule 2 is true, accurate and not
misleading (Company Warranties).





 


		5.2	Each of the Shareholders represents and warrants and covenants,
in respect of itself only, to and with the Company and each other Shareholder that each statement contained in clause 16.3 is
true, accurate and not misleading.



 


		5.3	The Warranties are given at the Effective Date and Completion.





 


		5.4	Each of Allied, Burgess and Fedda acknowledge and agree
that Solar Juice Cayman, Lee and Zhou have been induced to enter into this Deed by the Burgess Warranties, the Fedda Warranties,
the Allied Warranties and the Company Warranties and that Solar Juice Cayman, Lee and Zhou have relied on the truth and accuracy
of the Allied Warranties, the Burgess Warranties, Fedda Warranties and Company Warranties. Each of Allied, Burgess and Fedda indemnify
Solar Juice Cayman, Lee, Zhou and the Company against all Loss (including any Tax Claim Loss) which may be made or brought against,
suffered or incurred by, Solar Juice Cayman, Lee, Zhou or the Company and which arises directly or indirectly out of or in connection
with any of the Allied Warranties, the Burgess Warranties, the Fedda Warranties and the Company Warranties being untrue, inaccurate
or misleading, or any breach of this Deed by either Allied, Burgess, Fedda or tl1e Company, whether or not the Loss was within
the parties' reasonable contemplation as at the Effective Date.





 


 


 


 


 


 






    	 	14	 



     

    

 





 



 


		6.	Completion





 


		6.1	The parties acknowledge and agree that:





 


		(a)	Completion must take place within 5 Business Days of the
Consent Orders being made by the Court at the offices of Baker McKenzie located at Tower One - International Towers Sydney, Level
46, 100 Barangaroo Avenue, Barangaroo NSW 2000 or at any other place agreed in writing by the parties;



 


		(b)	the obligations of the parties under clauses 6.3, 6.4
and 6.5 are interdependent so that Completion does not occur unless and until each of the relevant obligations set out in clauses
6.3, 6.4 and 6.5 are effected or completed; and



 


		(c)	all actions required to be performed on Completion will
be taken to have occurred simultaneously at Completion.



 


		6.2	No delivery or payment will be deemed to have been made
until all deliveries and payments due to be made at Completion have been made.



 


		6.3	At or before Completion:



 


		(a)	SJC must pay the SJC Subscription Amount to the Company
in accordance with clause 4.12(b);





 


		(b)	Burgess must pay the Burgess Subscription Amount to the
Company in accordance with clause 4.12(e);





 


		(c)	Fedda must pay the Fedda Subscription Amount to the Company
in accordance with clause 4.12(!); and





 


		(d)	Allied must pay the Allied Subscription Amount to the
Company in accordance with clause 4.12(g);





 


		6.4	At or before Completion, the Company must procure that
a meeting of directors of the Company is held at which the Board resolves, on Completion occurring, to:



 


		(a)	approve the registration of each of Solar Juice Cayman,
Lee, Zhou, Burgess, Fedda and Allied as the holder of the Solar Juice Cayman Subscription Shares, Lee Subscription Shares, Zhou
Subscription Shares, Burgess Subscription Shares, Fedda Subscription Shares and Allied Subscription Shares respectively;





 


		(b)	allot and issue to Solar Juice Cayman, Lee, Zhou, Burgess,
Fedda and Allied the Solar Juice Cayman Subscription Shares, Lee Subscription Shares, Zhou Subscription Shares, Burgess Subscription
Shares, Fedda Subscription Shares and Allied Subscription Shares respectively; and





 


		(c)	register Solar Juice Cayman, Lee, Zhou, Burgess, Fedda
and Allied as the holder of the Solar Juice Cayman Subscription Shares, Lee Subscription Shares, Zhou Subscription Shares, Burgess
Subscription Shares, Fedda Subscription Shares and Allied Subscription Shares respectively in the register of members of the Company;



 


		(d)	deliver to Solar Juice Cayman, Lee, Zhou, Burgess, Fedda
and Allied a share certificate as evidence of the issue of the Solar Juice Cayman Subscription Shares, Lee Subscription Shares,
Zhou Subscription Shares, Burgess Subscription Shares, Fedda Subscription Shares and Allied Subscription Shares respectively.





 


 


 


 


 


 






    	 	15	 



     

    

 


		6.5	On Completion, the Company must provide to the Shareholders
a copy of minutes of meeting of the Company approving:





 


		(a)	the cancellation of the existing share certificates for
the Burgess Rights Issue Shares, the Fedda Rights Issue Shares and the Allied Rights Issue Shares;





 


		(b)	the issue of new share certificates in accordance with
clause 6.4 above.





 





 



 


		7.	Directors





 


		7.1	The Parties agree that:





 


		(a)	Lee and Zhou are directors of the Company and are to be
recorded and recognised as being directors both immediately prior to 22 May 2020 and on and from that date onwards;





 


		(b)	Mr Denton Peng is the Chairman of the Company and is to
be recorded and recognised as being the Chairman of the Company both immediately prior to 22 May 2020 and on and from that date
onwards;





 


		(c)	Mr Tan is not a director of the Company and is to be recorded
and recognised as never having been a director of the Company;



 


		(d)	Justin Davis-Rice and Xiaogang Wang will be removed as
directors.





 


		7.2	By entry into this Deed, each Shareholder acknowledges,
agrees and resolves, pursuant to section 203C of the Corporations Act 2001 (Cth) that Justin Davis-Rice and Xiaogang Wang
be removed as directors of the Company.



 


		7.3	The statutory books and records of the Company must be
rectified to reflect the changes described in paragraph 7.1 above, and notification must be given to ASIC by the Company accordingly,
within I Business Day of the Consent Orders being made by the Court.



 


 


 






 


		8.	Consent Orders



 


		8.1	The Parties agree that:



 


		(a)	a declaration will be sought from the Court to give effect
to the parties' intentions set out in this Deed in relation to the shareholdings and directorships in the Company;





 


		(b)	subject to the declaration referred to in 8.l(a) being
made by the Court:





 


		(i)	the Proceeding be dismissed with no orders as to costs;
and





 


		(ii)	the amount paid to the Federal Court of Australia as security
for the costs of the Proceeding be paid as follows:





 


		(A)	A$50,000 to Fedda;





 


		(B)	A$50,000 to Burgess; and





 


		(C)	the balance of A$440,000 plus any interest accrued to
the Plaintiffs.





 


 


 






    	 	16	 



     

    

 


		8.2	The amounts to be paid to Fedda and Burgess pursuant to
clause 8.1(b)(i) and(ii) are inclusive of any GST payable.



 


		8.3	The First to Fourth Defendants and the Company must cause
their respective solicitors to execute the Consent Orders and deliver them to the solicitors for the Plaintiffs on the Effective
Date.



 


		8.4	As soon as practicable and in any event within 1 Business
Day of the Effective Date, the Plaintiffs will cause their solicitors, Baker McKenzie, to execute the Consent Orders and forward
them to the Associate for Justice Markovic with a request that the Consent Orders be made in chambers by consent of all of the
Parties.





 


		8.5	The Parties agree to do all things necessary or desirable
and instruct their solicitors to do all things necessary or desirable to have orders in the terms or to the effect of the Consent
Orders promptly made.





 


		8.6	If the Court does not agree to make the declaration referred
to in clauses I, 2 and 3 of the Consent Orders, the parties agree to co-operate to prepare an agreed statement of facts to be
provided to the Court for the purpose ofrequesting that the Court make the declaration and that the Parties will co-operate to
seek to have the Court make the declaration.



 




		8.7	If the Court does not agree to make the declaration the
parties will negotiate in good faith to seek to achieve the intention of the parties set out in this Deed but if
that cannot be achieved then the proceedings will remain on foot and the steps set out at clauses 3 and 4 above will not
take place.





 





 



 


		9.	Management of
                                         the Company



 




		9.1	The Parties agree that Solar Juice Cayman is entitled
to appoint two executive officers to join the Company's management team.



 


		9.2	Each of Burgess and Fedda agree that they will not take
any actions which would jeopardise the current arrangements with the suppliers or creditors of the Company, or any entities that
the Company has existing contractual relationships with.





 


 






 


		10.	Scottish Pacific
                                         Facility





 


		10.1	The Parties agree that:





 


		(a)	it is the intention of the Parties that the Scottish Pacific
Guarantees will be removed once alternative terms have been agreed between Scottish Pacific, the SPI Group and the Company in
relation to appropriate security for the Scottish Pacific Facility;





 


		(b)	Fedda and Burgess will not be entitled to remove the Scottish
Pacific Guarantees until:



 


		(i)	alternative security arrangements have been agreed with
Scottish Pacific; or



 


		(ii)	for a period of 6 months from Completion, whichever occurs
first.



 


		10.2	Fedda and Burgess will assist as requested by the SPI
Group to facilitate the above and will not take any actions which would jeopardise the Scottish Pacific Facility or the Company's
relationship with Scottish Pacific.





 


 


 


 


 


 


 






    	 	17	 



     

    




 



 


		11.	Shareholders'
                                         Deed





 


		11.1	The Parties agree that:





 


		(a)	the Shareholders Deed remains valid and on foot and has
not been terminated; and





 


		(b)	Solar Juice Cayman, Lee and Zhou are parties to the Shareholders'
Deed with effect from the date that they became Shareholders as recorded in the register of members of the Company.





 


		11.2	The Parties agree that within 10 Business Days of the
Effective Date they will negotiate amendments to the Shareholders' Deed, and execute an amended and restated version of the Shareholders'
Deed, which at a minimum will include that:





 


		(a)	the Shares held by Solar Juice Cayman, Lee or Zhou can
be transferred to any Related Party of SPI;





 


		(b)	any resolution proposed to be passed by the Company must
either be by way of:





 


		(i)	circulating written resolution; or





 


		(ii)	providing the wording of the proposed resolution to all
directors of the Company at least 5 business days prior to the board meeting at which that resolution is to be discussed;





 


		(c)	all materials in relation to any board meeting will be
provided at least 5 business days prior to the board meeting;





 


		(d)	any payments greater than A$1,000 by the Company must
be approved by at least one of the executive officers delegated by SPI, such approvals to be given within 24 hours of receipt
of any notice of requested payment being received by the SPI;





 


		(e)	no new contracts may be entered into or material contractual
terms changed without SPI's prior written approval, such approval to be given within 24 hours of receipt of any notice of requested
payment being received by the SPI;





 


		(f)	no new employment or contract agreements entered into
without the approval of at least one of the executive officers delegated by SPI, such approval to be given within 24 hours of
receipt of any notice of requested payment being received by the SPI;





 


		(g)	SPI, by way of the executive officers delegated by SPI,
to have access to the bank accounts of the Company.





 


		11.3	The Parties agree that within IO Business Days of the
Effective Date they will negotiate amendments to the Constitution to ensure that it is consistent with the amendments to the Shareholders'
Deed and that the parties will take all steps necessary to ensure the adoption of that constitution.





 


 






 


		12.	If GST is payable





 


		12.1	If any GST is payable on any taxable supply made by the
supplier (Supplier) under this Deed to the recipient of that supply (Recipient), the Recipient must pay the GST Amount to the
Supplier on the issue of an invoice relating to the taxable supply. It is a precondition for payment of the GST Amount by the
Recipient that the Supplier must provide to the Recipient a tax invoice or a document that the Commissioner will
treat as a tax invoice.





 


 


 






    	 	18	 



     

    

 


 


		12.2	The amount recoverable by the Supplier on account of GST
under this clause will include any fines, penalties, interest and other charges incurred as a consequence of late payment or other
default by the Recipient under this clause.



 


		12.3	The Parties agree to do all things necessary and instruct
their solicitors to do all things necessary to give effect to this clause.



 


 






 


		13.	Stock Options
                                         and RSA





 


		13.1	Any Stock Options and Restricted Share Awards granted
to Burgess and Fedda pursuant to the SPI Energy Co., Ltd. 2015 Equity Incentive Plan or the Restricted Share Award Agreement remain
subject to the terms and conditions of the SPI Energy Co., Ltd.2015 Equity Incentive Plan or Restricted Share Award Agreement
as applicable.





 


		13.2	Section 2.06 of the SPA will continue to apply to the
Escrowed Consideration Shares subject to the following amendments that will apply on and from Completion:





 


		(a)	"2016" will be replaced by "2021";





 


		(b)	"2017'' will be replaced by "2022";



 


		(c)	all references to the “Purchaser"will
be replaced by “Solar
Juice Cayman”.





 


 






 


		14.	Releases by
                                         the Parties





 


Releases


 


		14.1	With effect from Completion, the Plaintiffs release and
discharge each of the Defendants from all Claims which the Plaintiffs have, or may have had against the Defendants but for this
Deed in relation to the dispute described in Recital D, other than for an act of fraud by any of the Defendants.





 


		14.2	With effect from Completion, the Defendants release and
discharge the Plaintiffs from all Claims which the Defendants have, or may have had against the Plaintiffs but for this Deed in
relation to the dispute described in Recital D, other than for an act of fraud by any of the Plaintiffs.





 


		14.3	With effect from Completion, the First to Fourth Defendants
release and discharge the Company from all Claims which the First to Fourth Defendants have, or may have had against the Company
but for this Deed in relation to the dispute described in Recital D, other than for an act of fraud by the Company.





 


		14.4	The releases in Clause 14.1, 14.2 and 14.3 do not apply
to the Claims the Parties may have against each other arising out of any breach of this Deed.





 


Bar to action and covenant not to sue


 


		14.5	The Parties agree that the releases provided in this Deed
may be pleaded as a bar to any action, suit or proceeding commenced now or taken at any time by any of the Parties against any
of the other Parties, or any person on behalfofa Party, with respect to or in any way connected with the subject matter of the
releases.



 


		14.6	Each of the Parties to this Deed covenants not to bring
any action, suit or proceedings against any of the other Parties based in any way on any Claim which is the subject of a release
in clauses 14.1, 14.2 and 14.3 of this Deed even if one or all of the releases contained in that clause prove to be ineffective
for any reason.



 


 


 


 






    	 	19	 



     

    




 



 





 


		15.	No admission
                                         of liability





 


		15.1	Nothing in this Deed is to be construed as an admission
of liability by any Party.





 


 






 


		16.	Representations
                                         and warranties





 


		16.1	Burgess and Fedda each represent, warrant and covenant
to the Plaintiffs that they have not repaid any part of the Burgess Rights Issue Loans or Fedda Rights Issue Loans with Company
funds.





 


		16.2	Burgess, Fedda and the Company each represent, warrant
and covenant to the Plaintiffs that:





 


		(a)	the Company has not paid and will not pay any money to
Justin Davis-Rice;





 


		(b)	Justin Davis-Rice has no entitlement to any payment from
the Company, any shareholding in the Company or any right to any ongoing involvement in the Company;



 


		(c)	Justin Davis-Rice will have no future role or involvement
in the Company; and





 


		(d)	the Interim Orders have been complied with.





 


		16.3	Each Party warrants to the other Party that:





 


		(a)	capacity and power: if it is a corporation, it has full
legal capacity and power to enter into and perform this Deed and the transactions contemplated by this Deed;



 


		(b)	authority: if
it is a corporation, it has taken all corporate and other action necessary to authorise the execution and performance of
this Deed and to carry out the transactions contemplated by this Deed;



 


		(c)	documents binding: this Deed constitutes its legal, valid
and binding obligations enforceable against it in accordance with their terms;



 


		(d)	transactions permitted: the execution of this Deed and
the performance by it of its obligations or the exercise of rights under this Deed do not:





 


		(i)	if it is a corporation, contravene its constitution or
any of the provisions of any law that apply to it as replaceable rules or mandatory rules;





 


		(ii)	contravene a law, Authorisation or any Deed or obligation
binding on it or applicable to its assets, revenues or business or any Deed to which it is a party;





 


		(iii)	if it is a corporation, exceed any limits on its powers
or the powers of its directors;



 


		(e)	Authorisations:



 


		(i)	all Authorisations necessary or advisable for or in connection
with the execution, validity, performance or enforceability of this Deed and the transactions contemplated by this Deed have been
obtained and are in full force and effect;





 


 


 


 


 






    	 	20	 



     

    

 


 


		(ii)	all conditions of each of those Authorisations have been
complied with; and





 


		(iii)	no circumstances exist which would permit the termination,
revocation, suspension or cancellation of any of those Authorisations;



 


		(f)	benefit: it benefits by entering into, exercising its
rights and performing its obligations under this Deed; and





 


		(g)	legal advice: it has sought, or has had the opportunity
to seek and obtain, legal advice regarding the subject matter of this Deed (including, without limitation, the releases contained
within this Deed) before entering into this Deed.





 


		16.4	The Warranties in this Deed, including those in clauses
16.1 to 16.3, survive the execution of this Deed.





 


		16.5	Each party acknowledges that the other party has entered
into this Deed in reliance on the representations and warranties in this Deed, including those in clauses 16.1 to 16.3.



 


 






 


		17.	Confidentiality to be preserved Provisions of Deed
to remain confidential





 


		17.1	Subject to clause 17.2, the Parties acknowledge that the
terms of this Deed are confidential. Each Party must keep the terms of this Deed confidential and must not disclose or permit
to be disclosed (or further disclose) to any person:





 


		(a)	the content or effect of this Deed;





 


		(b)	the detail of any disputes which previously existed between
the Parties except to the extent that those details are already public knowledge; or





 


		(c)	any information or statement (or do any other thing) which
may be likely to harm or prejudice the reputation or good name of any other Party or, where applicable, its officers, employees
or customers.





 


Permitted disclosures of this Deed


 


		17.2	A Party may disclose the terms of the Deed:





 


		(a)	with the prior written consent of the other Party; or





 


		(b)	to those of its employees, officers, professional or financial
advisers, bankers, auditors and creditors, as the Party reasonably thinks necessary to give effect to this Deed but only on a
strictly confidential basis; or





 


		(c)	in relation the Plaintiffs to any employees, officers,
professional or financial advisers, bankers, auditors and creditors of SPI as necessary;





 


		(d)	to the extent that the Party is compelled to disclose
them by law, after the form and terms of that disclosure have been notified to the other Party and the other Party has had a reasonable
opportunity to comment on the form and terms; or





 


		(e)	for the purpose of the enforcement of this Deed.





 


 


 


 


 


 



    	 	21	 



     

    




 





 



 


		18.	General





 


Non-merger


 


		18.1	The warranties, other representations and Deeds made by
the Parties in this Deed are continuing and will not merge or be extinguished by payment of any monies payable under this Deed.





 


Invalid or unenforceable provisions


 


		18.2	If a provision of this Deed is invalid or unenforceable
in a jurisdiction:





 


		(a)	it is to be read down or severed in that jurisdiction
to the extent of the invalidity or unenforceability; and





 


		(b)	it does not affect the validity or enforceability of:





 


		(i)	that provision in another jurisdiction; or





 


		(ii)	the remaining provisions.





 


Waiver and exercise of rights


 


		18.3	A waiver by a Party of a provision or of a right under
this Deed is binding on the Party granting the waiver only ifit is given in writing and is signed by the Party or an officer of
the Party granting the waiver.





 


		18.4	A waiver is effective only in the specific instance and
for the specific purpose for which it is given.





 


		18.5	A single or partial exercise of a right by a Party does
not preclude another or fmther exercise of that right or the exercise ofanotherright.





 


		18.6	Failure by a Party to exercise or delay in exercising
a right does not prevent its exercise or operate as a waiver.



 


Amendments to this Deed


 


		18.7	This Deed may be amended only by a document signed by
all Parties.





 


Counterparts and exchange


 


		18.8	This Deed may be signed in counterparts and all counterparts
taken together constitute one document.





 


		18.9	An executed copy of this Deed may be exchanged by facsimile
or electronic mail.





 


		18.10	Delivery of this Deed may be effected by the Parties'
legal advisors.



 


Costs


 


		18.11	Each Party must pay its own costs (including its own legal
costs) of the negotiation, preparation, execution and performance of this Deed.





 


Further assurances


 


		18.12	Each party must, at its own expense, whenever requested
by another party, promptly do or, to the extent reasonably practicable, arrange for others to do everything, including executing
any documents, reasonably necessary to give full effect to this Deed and the transactions contemplated by this Deed.



 


 


 






    	 	22	 



     

    

 


No assignment


 


		18.13	A party must not assign or otherwise transfer, create
any charge, trust or other interest in, or otherwise deal in any other way with any of its rights under this Deed without the
prior written consent of the other parties.





 


Successors and assigns


 


		18.14	This Deed binds and benefits the Parties and their respective
successors and permitted assigns.



 


Entire Deed


 


		18.15	This Deed is the entire agreement of the parties about
the subject matter of this Deed and supersedes all other representations, negotiations, arrangements, understandings or Deeds
and all other communications. No party has entered into this Deed relying on any representations made by or on behalf of the other,
other than those expressly made in this Deed.





 


Governing Law and jurisdiction


 


		18.16	This Deed is governed by the laws of New South Wales,
Australia.



 


		18.17	Each Party irrevocably and unconditionally:



 


		(a)	submits to the non-exclusive jurisdiction of the courts
of New South Wales, Australia; and





 


		(b)	waives, without limitation any claim or objection based
on absence of jurisdiction or inconvenient forum.





 


 


 


 


 


 


 






    	 	23	 



     

    

 


Execution


 


Executed as a Deed.


 


Signed sealed and delivered


for
and on behalf of Solar Juice Co. Ltd


by its duly authorised representative:


 


 


	 	 	 
	Signature of authorised representative	 	Signature of witness
	 	 	 
	 	 	 
	Name of authorised representative
(please print)	 	Name of witness (please print)






 


 





 


 


 


Signed sealed and delivered


by Kun
Fong Lee in his own capacity


and as trustee for Solar Juice Co. Ltd 


in the presence of:


 





	 	 	 
	Signature of witness	 	Signature of Kun Fong Lee
	 	 	 
	 	 	 
	Name of witness
(please print)	 	 






 



 


 


 


Signed
sealed and delivered


by Jinhan Zhou in his own capacity


and as trustee
for Solar Juice Co. Ltd


in the presence of:


 








	 	 	 
	Signature of witness	 	Signature of Jinhan Zhou
	 	 	 
	 	 	 
	Name of witness
(please print)	 	 






 



 


 


 






    	 	24	 



     

    

 


 


Signed
sealed and delivered


by Andrew Lawrence Burgess in his


own capacity
and as trustee for


Burgess Absolutely Entitled Trust 


in the presence of:


 











	 	 	 
	Signature of witness	 	Signature of Andrew Lawrence Burgess
	 	 	 
	 	 	 
	Name of witness
(please print)	 	 






 


 


 


 


Signed
sealed and delivered


by
Rami Ahmed Fedda in his own


capacity and as trustee for
Fedda


Absolutely
Entitled Trust


in the presence of:


 














	 	 	 
	Signature of witness	 	Signature of Rami Ahmed Fedda
	 	 	 
	 	 	 
	Name of witness
(please print)	 	 






 



 


 





 


 


 






    	 	25	 



     

    

 





Signed
sealed and delivered


for
and on behalf of Allied Energy


Holding
Pte Ltd


by
its duly authorised representative





 


















 






	/s/ Tan Chin Piaw	 	/s/ Stephanie Ang
	Signature of authorised representative	 	Signature of witness
	 	 	 
	Tan Chin Piaw	 	Stephanie Ang
	Name of authorised representative
(please print)	 	Name of witness (please print)






 




 


 


Signed sealed and delivered


by Chin Piaw Tan


in the presence of:


 

















	/s/ Stephanie Ang	 	/s/ Chin Piaw Tan
	Signature of witness	 	Signature of Chin Piaw Tan
	 	 	 
	Stephanie Ang	 	 
	Name of witness
(please print)	 	 






 



 


Signed sealed and delivered


for and on behalf of Solar Juice Pty Ltd


in accordance with section 127 of the


Corporations Act 2001 by a director and


secretary/director:


 









	 	 	 
	Signature of director	 	Signature of secretary/director
	 	 	 
	 	 	 
	Name of director
(please print)	 	Name of secretary/director (please print)






 



 


 


 


 






    	 	26	 



     

    

 


Schedule 1





 



 


	 	Federal Court of Australia	No. NSD605/2020
	 	District Registry: New South Wales	 
	 	Division: General	 



 


IN THE MATTER OF SOLAR JUICE PTY LTD


ACN 139 534 026


 


Solar Juice Co. Ltd (a Cayman Islands registered
company) and others named in the schedule


Plaintiffs


 


Andrew Lawrence Burgess
in his own capacity and as trustee for Burgess Absolutely Entitled Trust and others named in the schedule


Defendants


 


ORDER


 


 


JUDGE: JUSTICE MARKOVIC


 


DATE OF ORDER:
October 2020


 


WHERE MADE: Sydney





   


BY CONSENT, THE COURT ORDERS THAT:


 


		1.	Declare that the purported issue of 47 ordinary shares in the Fifth Defendant to each of the
First Defendant and the Second Defendant on or about 22 May 2020 and the purported issue of 6 ordinary shares in the Fifth Defendant
to the Third Defendant on or about 26 May 2020 each pursuant to a purported rights issue (Purported Rights Issue) is invalid,
void and of no effect.



 


		2.	Declare that:



 


		(a)	the purported removal of the Second Plaintiff as a director of the Company;



 


		(b)	the purported removal of the Third Plaintiff as a director of the Company; and



 


		(c)	the purported appointment of Chin Piaw Tan as a director of the Company,



 


as set out in the document
entitled "Solar Juice - Director Appointment and Removal" is invalid, void and of no effect.


 


 


 


 


 


 


 



    	 	27	 



     

    




 


		3.	Declare that:



 


		(a)	the purported appointment of Justin Davis-Rice as chairperson
of the Company isi nvalid, void and of no effect; and



 


		(b)	Mr Xiaofeng Peng remains the duly appointed chairperson
of the Company.



 




		4.	Pursuant to section 175 of the Corporations Act 2001 (Cth) (Act), the
register of members of the Fifth Defendant required to be kept under section 169 of the Act be corrected by the Fifth Defendant
to reflect the setting aside of the Rights Issue.



 


		5.	The Fifth Defendant take
                                         all necessary steps to rectify the register of members in accordance with Order 1 and
                                         4 and lodge notice of the correct of the register of members of the Fifth Defendant with
                                         the Australian Securities and Investments Commission.



 


		6.	The interlocutory orders made on 4 June 2020, as extended by Order I of the Orders made on 12
                                                                June 2020, as extended and varied by Order 1 of the Orders made on 3 July 2020 and as extended by Order 1 of the Orders made
                                                                on 21 July 2020, be vacated.



 


		7.	The Plaintiffs' undertaking as to damages proffered on 4 June 2020, and repeated on 12 June
2020, 3 July 2020 and 21 July 2020 is discharged.



 


		8.	The amount paid by the Plaintiffs into Court as security for costs be paid out as follows:



 


		(a)	$50,000 to be paid to the First Defendant, Mr Burgess,
as follows: 





 


Andrew Burgess


 


Westpac


 


BSB: xxx xxx


 


Account: xxxxxx


 


		(b)	$50,000 to be paid to Second Defendant, Mr Fedda, as follows: 





 


Rami Fedda


 


Westpac


 


BSB: xxx


 


Account: xxxxxx


 


		(a)	the balance plus any interest accrued to be repaid to
the Plaintiffs as follows:



 


Account name: Baker
& McKenzie Law Practice Trust Account


 


BSB: xxxxxxx


 


Account
No: xxxxxxxx


 


Swift Code:ANZBAU3M


 


		9.	The proceedings, including the cross claim, be otherwise dismissed with no orders as to costs.



 


 


 


 


 






    	 	28	 



     

    

 


Schedule 2


 


 






 


Part A - Company
Warranties


 


		1.1	The capital structure of the Company as at the date of this Deed is as set out in clause 3.1(a), which comprises the entire share capital of
the Company.



 





		1.2	The capital structure of the Company as at the Completion Date is as set out in clause 4.13 of
this Deed, which comprises the entire share capital of the Company.



 


		1.3	The Company has not
                                         granted any option, convertible note, warrant or other security convertible into Shares
                                         or other right over the issued or unissued capital of the Company and the Company is
                                         not under any obligation to issue, transfer or otherwise dispose of, and has not granted
                                         any person the right to call for the issue, transfer or disposal of, any shares in the
                                         Company.



 


		1.4	Shareholder approval of the Company is not required for the issue of the Subscription Shares
or, if required, has been validly obtained.



 


		1.5	SJC, Lee and Zhou will acquire good and marketable title to the SJC Subscription
Shares and the SJC Subscription Shares will be validly issued and free from any Third Party Interests and any actual, pending or
threatened Claim by any person (other than the Dispute).



 


		1.6	Allied will acquire good and marketable title to the Allied Subscription Shares and the Allied
Subscription Shares will be validly issued and free from any Third Party Interests and any actual, pending or threatened Claim
by any person (other than the Dispute).
	 	 	 
	 	1.7	Burgess will acquire
good and marketable title to the Burgess Subscription Shares and the Burgess Subscription Shares will be validly issued and free
from any Third Party Interests and any actual, pending or threatened Claim by any person (other than the Dispute).






 


		1.8	Fedda will acquire good and marketable title to the Fedda Subscription Shares and the Fedda
Subscription Shares will be validly issued and free from any Third Party Interests and any actual, pending or threatened Claim
by any person (other than the Dispute).



 


		1.9	The Subscription Shares will be issued fully paid and rank equally with all other Shares on issue as at the Completion Date.



 





		1.10	The Company has complied in all material respects with, and the issue of the Subscription Shares
will comply in all material respects with, the Corporations Act, the Constitution and all other applicable laws.
	 	 	 
	 	1.11	There
is no restriction on the issue of the Subscription Shares and the Company has obtained all consents and waivers necessary to enable
it to issue the Subscription Shares.









 


		1.12	Other than in respect of the Purported Rights Issue,
                                         the Company has not received notice of any application or intended application for the
                                         rectification of its register of members or any other register that it is required by
                                         law to maintain.



 


		1.13	The Company is not subject to an Insolvency Event.



 


		1.14	The Company has not reduced, repaid, redeemed or repurchased any of its share capital or undergone any capital reorganisation or resolved
to repurchase any of its Shares.



 





		1.15	Other than the Dispute, the Company is not engaged in any legal proceedings.



 


 


 






    	 	29	 



     


    

 


		1.16	There are no proceedings pending or threatened against the Company, nor are there any matters
or disputes which might give rise to any proceedings against the Company, its directors, officers or any other person in respect
of whom the Company has liability



 


		1.17	There is no unfulfilled or unsatisfied judgment outstanding against the Company.



 


		1.18	The Company has not issued securities in the 12 months prior to the date of this Deed in reliance
on the disclosure exemption in section 708(1) of the Corporations Act other than the Purported Rights Issue.



 


		1.19	The Company is not issuing the Subscription Shares for the purposes of
them being on sold, nor transferred, or the granting, issuing or transferring of interests in, or options or warrants over them.



 


Part B •
Subscriber Warranties


 


		1.20	It is a person to whom the Subscription
Shares may be issued under section 708(12) of the Corporations Act.



 


		1.21	It subscribes for the Subscription
Shares as principal and not for the purposes of selling or transferring the Subscription Shares or granting any, issuing or transferring
interest in or options or warrants over them to any other person.



 


		1.22	It will only sell or otherwise
deal with the Subscription Shares as applicable in accordance with the Corporations Act, the Constitution and the Shareholders
Deed.



 


		1.23	Except as set out in this Deed, it does not required any regulatory approvals or waivers for
the subscription of the Subscription Shares.