Exhibit 10.1


 





PURCHASE AGREEMENT


 


This Purchase Agreement (this
“Agreement”), dated as of December 22, 2022, is by and between Hoong Khoeng Cheong, a citizen of Singapore with passport
number of A55194358 (the “Purchaser”), and SPI Energy Co., Ltd., a company incorporated under the laws of the
Cayman Islands (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”,
and collectively as the “Parties”.


 


W I T N E S S E T H


 


WHEREAS, the Company and the
Purchaser desire to provide for the issuance, sale and purchase of certain number of ordinary shares of the Company, par value US$0.0001
per share (the “Ordinary Shares”), on the terms and conditions set forth in this Agreement; and


 


WHEREAS, the Company and the
Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the issuance, sale and purchase
of certain Ordinary Shares and related transactions contemplated by this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Purchaser
agree as follows:


 


ARTICLE
I



PURCHASE AND SALE


 


Section 1.1          
Issuance, Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the
representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any
pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those
imposed by the Articles of Association and Bylaws of the Company, and the Purchaser agrees to purchase from the Company, on the Closing
Date (as defined below), 150,000 Ordinary Shares (the “Purchase Shares”).


 


Section 1.2          
Purchase Price. The Purchaser shall pay an aggregate purchase price of US$151,500 (the “Purchase Price”)
for the Purchase Shares.


 


Section 1.3          
Closing.


 


(a)              
Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase
and sale of the Purchase Shares shall take place at a place determined by the Company at 9:00 A.M. New York time on a date that is no
later than December 23, 2022 or at such other time or on such other date that is agreed upon in writing by the Company and the Purchaser
(the “Closing Date”).


 


(b)              
At or before the Closing, the Purchaser shall deliver the Purchase Price by wire transfer in immediately available funds to the
Company’s bank account designated by the Company in a written notice to the Purchaser. At the Closing, the Purchaser shall deliver
a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 1.4(b).


 


 


 


 


 






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(c)              
After the Closing and as soon as practicable, the Company shall make entry or entries in the register of members of the Company
and deliver to the Purchaser the following items:


 


(i)                
A share certificate (x) representing the number of Purchase Shares and (y) evidencing the Purchaser as the holder of the Purchase
Shares with the rights of a holder of Ordinary Shares under the Articles of Association and the Bylaws of the Company, such rights
being the same as the rights of other holders of Ordinary Shares.


 


(ii)                A copy of the updated register of members of the Company evidencing the Purchaser as the holder of the Purchase Shares.


 


Section 1.4          
Closing Conditions.


 


The obligations
of the Company to issue and sell the Purchase Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before
the Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion:


 


(a)              
All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchase Shares
shall have been completed and all corporate and other actions required to be taken by the Purchaser in connection with the purchase of
the Purchase Shares shall have been completed.


 


(b)              
The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and
correct on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Purchaser shall
have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements,
covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the
Closing.


 


(c)              
No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation
of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial
in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental
authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation
of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial
in relation to the Company.


 


ARTICLE
II



REPRESENTATIONS AND WARRANTIES


 


Section 2.1          
Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the
date hereof and as of the Closing, as follows:


 


(a)              
Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority
to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the
Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles
of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure
to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and
to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to
conduct the business as is currently conducted.


 


 


 






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(b)              
Due Issuance of the Purchase Shares. The Purchase Shares of the Company have been duly authorized and, when issued and delivered
to the Purchaser and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and
free of any liens or encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal, securities
laws and the Articles of Association and the Bylaws of the Company.


 


(c)              
Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement,
certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder.
The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by
all requisite actions on its part.


 


(d)              
Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery
of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule,
injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the
Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company
of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with
any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation
or any judgment, decree or order applicable to, or binding upon, it.


 


(e)              
Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchaser in Section
2.2(f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions
contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval,
order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as
have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange
Commission.


 


Section 2.2          
Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the
date hereof and as of the Closing Date, as follows:


 


(a)              
Authority. It has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate,
document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder.


 


(b)              
Valid Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms.


 


(c)              
Consents. Neither the execution and delivery by it of this Agreement nor the consummation by it of any of the transactions
contemplated hereby nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or
authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except
as have been obtained, made or given.


 


(d)              
No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by it of any of the transactions
contemplated hereby, nor compliance by it with any of the terms and conditions hereof will contravene any existing agreement, federal,
state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.


 


 


 


 






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(e)              
Status and Investment Intent.


 


(i)                
Experience. It has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating
the merits and risks of its investment in the Purchase Shares. It is capable of bearing the economic risks of such investment, including
a complete loss of its investment.


 


(ii)                Purchase Entirely for Own Account. It is acquiring the Purchase Shares for its own account for investment purposes only
and not with the view to, or with any intention of, resale, distribution or other disposition thereof. It does not have any direct or
indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchase Shares in violation
of the United States Securities Act of 1933, as amended (the “Securities Act”) or other applicable laws.


 


(iii)              
Not U.S. person. It is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and
is not purchasing the Purchase Shares for the account or benefit of any “U.S. person”.


 


(iv)              Distribution Compliance Period. It acknowledges that all offers and sales of the Purchase Shares before the end of the “distribution
compliance period” (as such term is defined in Regulation S of the Securities Act) be made only in accordance with Regulation S
of the Securities Act, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom.


 


(v)              
Restrictive Legend. It understands that the certificate evidencing the Purchase Shares will bear a legend or other restriction
substantially to the following effect:


 


“THE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION
OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S.
COUNSEL.”


 


(vi)              No Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar
fee or commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated
by this Agreement based upon arrangements made by or on behalf of the Purchaser.


 


(f)               
Financing. It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.


 


ARTICLE
III



MISCELLANEOUS


 


Section 3.1          
Lockup. Without the prior written consent of the Company, the Purchaser shall not sell, give, assign, hypothecate, pledge,
encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any encumbrance
on, any of the Purchase Shares, or any right, title or interest therein or thereto, prior to the date that is 730 days after the Closing
Date.


 


Section 3.2          
Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for
two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the
foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from
the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration
of the relevant representations or warranty and such claims shall survive until finally resolved.


 


Section 3.3          
Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time
prior to Closing, (i) by mutual agreement of the Parties, (ii) by the Purchaser in the event that the Closing has not occurred by the
date that is 90 days from the date of this Agreement. Nothing in this Section 3.3 shall be deemed to release any Party from any
liability for any breach of this Agreement prior to the effective date of such termination.


 


 


 


 






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Section 3.4          
Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York
without giving effect to the conflicts of law principles thereof.


 


Section 3.5          
Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating
to this Agreement, or the interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration
upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Party.


 


(a)              
The Dispute shall be settled in Hong Kong in a proceeding conducted in English by one (1) arbitrator from the Hong Kong International
Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration
Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.


 


(b)              
Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing
complete access to all information and documents reasonably requested by such other party in connection with such arbitral proceedings,
subject only to any confidentiality obligations binding on such party.


 


(c)              
The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a
court of competent jurisdiction for enforcement of such award.


 


(d)              
During the course of the arbitral tribunal's adjudication of the Dispute, this Agreement shall continue to be performed except
with respect to the part in dispute and under adjudication.


 


Section 3.6          
Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed
by the Parties hereto.


 


Section 3.7          
Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective
heirs, successors and permitted assigns.


 


Section 3.8          
Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company
or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence
shall be null and void.


 


Section 3.9          
Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall
be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given,
on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery if sent by courier
or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid,
and properly addressed as follows:


 


	If to the Purchaser, at:	
    HK Cheong

    532 BT BATOK ST 51

    #04-152

    Singapore

     

	If to the Company, at:	
    SPI Energy Co., Ltd.

    4803 Urbani Ave.

    Mc Clellan Park

    CA

    Atten: Denton Peng





 


Any Party may change its address
for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.


 


 


 


 






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Section 3.10        Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with
respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with
respect to the matters covered hereby are merged and superseded by this Agreement.


 


Section 3.11        Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.


 


Section 3.12        Fees and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own
expenses incurred in connection with the negotiation, preparation and execution of this Agreement.


 


Section 3.13        Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in
respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the
prior written consent of the Company unless otherwise required by securities laws or other applicable law.


 


Section 3.14        Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement
is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.


 


Section 3.15        Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of
convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.


 


Section 3.16        Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed
in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same
instrument.


 


SIGNATURE PAGE FOLLOWS


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the Parties
have caused this Agreement to be executed as of the day and year first above written.


 





 


	 	SPI Energy Co., Ltd.
	 	 
	 	By: 	
	 	 	Name: Xiaofeng Peng
Title:Chairman and CEO



 


 


 





	 	Purchaser:
	 	 
	 	Hoong Khoeng Cheong
	 	 
	 	By: 	
	 	 	Name: Hoong Khoeng Cheong 


 


 


 


 


 


 


 


 


 


 






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