Exhibit 4.64


 


SECURITIES PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT
(this “Agreement”), dated as of May 28, 2019, is entered into by and between SPI ENERGY
CO., LTD., a Cayman Islands corporation (“Company”),
and ILIAD RESEARCH AND TRADING,
L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).


 


A.        Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated
thereunder by the United States Securities and Exchange Commission (the “SEC”).


 


B.        Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
a Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,331,500.00
(the “Note”), convertible into Ordinary Shares, $0.0001 par value per share, of Company (the “Ordinary
Shares”), upon the terms and subject to the limitations and conditions set forth in such Note.


 


C.        This Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any
party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein
as the “Transaction Documents”.


 


D.        For purposes of this Agreement: “Conversion Shares” means all Ordinary Shares issuable upon conversion
of all or any portion of the Note; and “Securities” means the Note and the Conversion Shares.


 


NOW,
THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and Investor hereby agree as follows:


 


1.       Purchase
and Sale of Securities.


 


1.1.       Purchase
of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration
thereof, Investor shall pay the Purchase Price (as defined below) to Company.


 


1.2.       Form
of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately
available funds against delivery of the Note.


 


1.3.       Closing
Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below, the date
of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be May 28, 2019,
or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes
to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah.


 


1.4.       Collateral
for the Note. The Note shall be unsecured.


 


1.5.       Original
Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $62,500.00 (the
“OID”). In addition, Company agrees to pay $19,000.00 to Investor to cover Investor’s legal fees,
accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of
the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial
principal balance of the Note. The “Purchase Price”, therefore, shall be $1,250,000.00, computed as
follows: $1,331,500.00 initial principal balance, less the OID, less the Transaction Expense Amount.


 


 


 






    	 	1	 



     


    

 


2.        Investor’s Representations and Warranties. Investor represents and warrants to Company that as of the Closing
Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of
Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D of the 1933 Act.


 


3.        Company’s
Representations and Warranties. Company represents and warrants to Investor that as of the Closing Date: (i) Company is a
corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the
requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly
qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the
business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Ordinary
Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is
obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; (iv) each of the Transaction Documents and
the transactions contemplated hereby and thereby, have been duly and validly authorized by Company and all necessary actions
have been taken; (v) the Transaction Documents have been duly executed and delivered by Company and constitute the valid and
binding obligations of Company enforceable in accordance with their terms; (vi) the execution and delivery of the Transaction
Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the
other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by
Company of any of the terms or provisions of, or constitute a default under (a) Company’s formation documents or
bylaws, each as currently in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to
which Company is a party or by which it or any of its properties or assets are bound, including, without limitation, any
listing agreement for the Ordinary Shares, or (c) any existing applicable law, rule, or regulation or any applicable decree,
judgment, or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other
governmental body having jurisdiction over Company or any of Company’s properties or assets; (vii) no further
authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock
exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the
Securities to Investor or the entering into of the Transaction Documents; (viii) none of Company’s filings with the SEC
contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which
they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required
to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of
filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such
extension; (x) except as has previously been disclosed, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board or body pending or, to the knowledge of Company, threatened against or affecting Company before
or by any governmental authority or non-governmental department, commission, board, bureau, agency or instrumentality or any
other person, wherein an unfavorable decision, ruling or finding would have a material adverse effect on Company or which
would adversely affect the validity or enforceability of, or the authority or ability of Company to perform its obligations
under, any of the Transaction Documents; (xi) Company has not consummated any financing transaction that has not been
disclosed in a periodic filing or current report with the SEC under the 1934 Act; (xii) Company is not, nor has it been at
any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described
in Rule 144(i)(1) under the 1933 Act; (xiii) with respect to any commissions, placement agent or finder’s fees or
similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or
the transactions contemplated hereby (“Broker Fees”), any such Broker Fees will be made in full compliance
with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered
broker-dealer; (xiv) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by
or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the
transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees,
officers, directors, stockholders, members, managers, agents, and partners, and their respective affiliates, from and against
all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in
respect of any such claimed Broker Fees; (xv) when issued, the Conversion Shares will be duly authorized, validly issued,
fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (xvi) neither Investor nor
any of its officers, directors, stockholders, members, managers, employees, agents or representatives has made any
representations or warranties to Company or any of its officers, directors, employees, agents or representatives except as
expressly set forth in the Transaction Documents and, in making its decision to enter into the transactions contemplated by
the Transaction Documents, Company is not relying on any representation, warranty, covenant or promise of Investor or its
officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction
Documents; (xvii) Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the
transactions contemplated by the Transaction Documents and any dispute that may arise related thereto such that the laws and
venue of the State of Utah, as set forth more specifically in Section 9.2 below, shall be applicable to the Transaction
Documents and the transactions contemplated therein; and (xviii) Company has performed due diligence and background research
on Investor and its affiliates including, without limitation, John M. Fife, and, to its satisfaction, has made inquiries with
respect to all matters Company may consider relevant to the undertakings and relationships contemplated by the Transaction
Documents including, among other


things,
the following:


 


 


 






    	 	2	 



     


    


 http://investing.businessweek.com/research/stocks/people/person.asp?personId=7505107&ticker=UAHC;
SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company,
being aware of the matters described in subsection (xviii) above, acknowledges and agrees that such matters, or any similar
matters, have no bearing on the transactions contemplated by the Transaction Documents and covenants and agrees it will not
use any such information as a defense to performance of its obligations under the Transaction Documents or in any attempt to
avoid, modify or reduce such obligations.


 


4.       Company
Covenants. Until all of Company’s obligations under all of the Transaction
Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at
all times comply with the following covenants: (i) so long as Investor beneficially owns any of the Securities and for at
least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline
(which for these purposes, will include any automatic extension available to Company) all reports required to be filed with
the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure
that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is
publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the
1934 Act or the rules and regulations thereunder would permit such termination; (ii) when issued, the Conversion Shares will
be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and
encumbrances; (iii) the Ordinary Shares shall be listed or quoted for trading on any of (a) NYSE, (b) NYSE American, (c)
NASDAQ, (d) OTCQX, or (e) OTCQB; (iv) trading in Company’s Ordinary Shares will not be suspended, halted, chilled,
frozen, reach zero bid or otherwise cease trading on Company’s principal trading market; and (v) within sixty (60) days
of the Closing Date, Company will: (x) obtain a legal opinion stating that the Nasdaq 19.99% Cap (as defined in the Note)
does not apply to Company, and (y) apply to Nasdaq for confirmation that the Nasdaq 19.99% Cap does not apply to issuances of
Conversion Shares to Investor.


 


5.       Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities
to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:


 


5.1.         Investor shall have executed this Agreement
and delivered the same to Company.


 


5.2.         Investor
shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 


6.        Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities
at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that
these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.         Company shall
have executed this Agreement and the Note and delivered the same to Investor.


 


6.2.         Company shall
have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”)
substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer
agent (the “Transfer Agent”).


 


6.3.         Company
shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit
C evidencing Company’s approval of the Transaction Documents.


 


6.4.         Company
shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit
D to be delivered to the Transfer Agent.


 


6.5.         Company
shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


 


 


 






    	 	3	 



     


    

 


7.        Reservation of Shares. On the date hereof, Company will reserve 1,800,000 Ordinary Shares from its authorized and
unissued Ordinary Shares to provide for all issuances of Ordinary Shares under the Note (the “Share Reserve”).
Company further agrees to add additional Ordinary Shares to the Share Reserve in increments of 100,000 shares as and when requested
by Investor if as of the date of any such request the number of shares being held in the Share Reserve is less than three (3) times
the number of Ordinary Shares obtained by dividing the Outstanding Balance (as defined in the Note) as of the date of the request
by the Redemption Conversion Price (as defined in the Note). Company shall further require the Transfer Agent to hold the Ordinary
Shares reserved pursuant to the Share Reserve exclusively for the benefit of Investor and to issue such shares to Investor promptly
upon Investor’s delivery of a conversion notice under the Note. Finally, Company shall require the Transfer Agent to issue
Ordinary Shares pursuant to the Note to Investor out of its authorized and unissued shares, and not the Share Reserve, to the extent
Ordinary Shares have been authorized, but not issued, and are not included in the Share Reserve. The Transfer Agent shall only
issue shares out of the Share Reserve to the extent there are no other authorized shares available for issuance and then only with
Investor’s written consent.


 


8.        OFAC; Patriot Act.


 


8.1.       OFAC
Certification. Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive
Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise,
as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity,
nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department
of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating
this transaction on behalf of, any such person, group, entity or nation.


 


8.2.       Foreign
Corrupt Practices. Neither Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of Company or any subsidiary has, in the course of his actions for, or on behalf of, Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct
or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence
payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


8.3.       Patriot
Act. Company shall not (i) be or become subject at any time to any law, regulation, or list of any government agency (including,
without limitation, the OFAC) that prohibits or limits Investor from making any advance or extension of credit to Company or from
otherwise conducting business with Company, or (ii) fail to provide documentary and other evidence of Company’s identity
as may be requested by Investor at any time to enable Investor to verify Company’s identity or to comply with any applicable
law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318. Company shall
comply with all requirements of law relating to money laundering, anti-terrorism, trade embargos and economic sanctions, now or
hereafter in effect. Upon Investor’s request from time to time, Company shall certify in writing to Investor that Company’s
representations, warranties and obligations under this Section 8.3 remain true and correct and have not been breached. Company
shall immediately notify Investor in writing if any of such representations, warranties or covenants are no longer true or have
been breached or if Company has a reasonable basis to believe that they may no longer be true or have been breached. In connection
with such an event, Company shall comply with all requirements of law and directives of governmental authorities and, at Investor’s
request, provide to Investor copies of all notices, reports and other communications exchanged with, or received from, governmental
authorities relating to such an event. Company shall also reimburse Investor any expense incurred by Investor in evaluating the
effect of such an event on the loan secured hereby, in obtaining any necessary license from governmental authorities as may be
necessary for Investor to enforce its rights under the Transaction Documents, and in complying with all requirements of law applicable
to Investor as the result of the existence of such an event and for any penalties or fines imposed upon Investor as a result thereof.


 


9.        Miscellaneous.
The provisions set forth in this Section 9 shall apply to this Agreement, as well as all other Transaction Documents as if these
terms were fully set forth therein; provided, however, that in the event there is a conflict between any provision set forth in
this Section 9 and any provision in any other Transaction Document, the provision in such other Transaction Document shall govern.


 


 


 






    	 	4	 



     


    

 


9.1.       Arbitration
of Claims. The parties shall submit all Claims (as defined in Exhibit E) arising under this Agreement or any other
Transaction Document or any other agreement between the parties and their affiliates or any Claim relating to the
relationship of the parties to binding arbitration pursuant to the arbitration provisions set forth in Exhibit E
attached hereto (the “Arbitration Provisions”). For the avoidance of doubt, the parties agree that the
injunction described in Section 9.3 below may be pursued in an arbitration that is separate and apart from any other
arbitration regarding all other Claims arising under the Transaction Documents. The parties hereby acknowledge and agree that
the Arbitration Provisions are unconditionally binding on the parties hereto and are severable from all other provisions of
this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company has reviewed the
Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to do so),
understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any dispute
hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take a
position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing
representations and covenants of Company regarding the Arbitration Provisions.


 


9.2.         Governing
Law; Venue. This Agreement shall be construed and enforced in accordance with, and all questions concerning the
construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State
of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any
other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah. Each party
consents to and expressly agrees that the exclusive venue for arbitration of any dispute arising out of or relating to any
Transaction Document or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah. Without
modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, for any
litigation arising in connection with any of the Transaction Documents (and notwithstanding the terms (specifically including
any governing law and venue terms) of any transfer agent services agreement or other agreement between the Transfer Agent and
Company, such litigation specifically includes, without limitation any action between or involving Company and the Transfer
Agent under the TA Letter or otherwise related to Investor in any way (specifically including, without limitation, any action
where Company seeks to obtain an injunction, temporary restraining order, or otherwise prohibit the Transfer Agent from
issuing Ordinary Shares to Investor for any reason)), each party hereto hereby (i) consents to and expressly submits to the
exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah, (ii) expressly submits to
the exclusive venue of any such court for the purposes hereof, (iii) agrees to not bring any such action (specifically
including, without limitation, any action where Company seeks to obtain an injunction, temporary restraining order, or
otherwise prohibit the Transfer Agent from issuing Ordinary Shares to Investor for any reason) outside of any state or
federal court sitting in Salt Lake County, Utah, and (iv) waives any claim of improper venue and any claim or objection that
such courts are an inconvenient forum or any other claim, defense or objection to the bringing of any such proceeding in such
jurisdiction or to any claim that such venue of the suit, action or proceeding is improper. Finally, Company covenants and
agrees to name Investor as a party in interest in, and provide written notice to Investor in accordance with Section 9.9
below prior to bringing or filing, any action (including without limitation any filing or action against any person or entity
that is not a party to this Agreement, including without limitation the Transfer Agent) that is related in any way to the
Transaction Documents or any transaction contemplated herein or therein, including without limitation any action brought by
Company to enjoin or prevent the issuance of any Ordinary Shares to Investor by the Transfer Agent, and further agrees to
timely name Investor as a party to any such action. Company acknowledges that the governing law and venue provisions set
forth in this Section 9.2 are material terms to induce Investor to enter into the Transaction Documents and that but for
Company’s agreements set forth in this Section 9.2 Investor would not have entered into the Transaction Documents.


 


9.3.         Specific
Performance. Company acknowledges and agrees that Investor may suffer irreparable harm in the event that Company fails to
perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific
terms. It is accordingly agreed that Investor shall be entitled to one or more injunctions to prevent or cure breaches of the
provisions of this Agreement or such other Transaction Document and to enforce specifically the terms and provisions hereof
or thereof, this being in addition to any other remedy to which the Investor may be entitled under the Transaction Documents,
at law or in equity. Company specifically agrees that following an Event of Default (as defined in the Note) under the Note,
Investor shall have the right to seek and receive injunctive relief from a court or an arbitrator prohibiting Company from
issuing any of its common or preferred stock to any party unless the Note is being paid in full simultaneously with such
issuance. Company specifically acknowledges that Investor’s right to obtain specific performance constitutes bargained
for leverage and that the loss of such leverage would result in irreparable harm to Investor. For the avoidance of doubt, in
the event Investor seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of any
provision of any Transaction Document, such action shall not be a waiver of any right of Investor under any Transaction
Document, at law, or in equity, including without limitation its rights to arbitrate any Claim pursuant to the terms of the
Transaction Documents, nor shall Investor’s pursuit of an injunction prevent Investor, under the doctrines of claim
preclusion, issues preclusion, res judicata or other similar legal doctrines, from pursuing other Claims in the future in a
separate arbitration.


 


 


 






    	 	5	 



     


    

 


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


 


9.5.         Headings. The
headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of,
this Agreement.


 


9.6.         Severability. In
the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to
conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.


 


9.7.         Entire
Agreement. This Agreement, together with the other Transaction Documents, contains the entire understanding of the
parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. For
the avoidance of doubt, all prior term sheets or other documents between Company and Investor, or any affiliate thereof,
related to the transactions contemplated by the Transaction Documents (collectively, “Prior Agreements”),
that may have been entered into between Company and Investor, or any affiliate thereof, are hereby null and void and deemed
to be replaced in their entirety by the Transaction Documents. To the extent there is a conflict between any term set forth
in any Prior Agreement and the term(s) of the Transaction Documents, the Transaction Documents shall govern.


 


9.8.         Amendments. No
provision of this Agreement may be waived or amended other than by an instrument in writing signed by both parties
hereto.


 


9.9.         Notices. Any
notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed
effectively given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt
therefor or by email to an executive officer named below or such officer’s successor, or by facsimile (with successful
transmission confirmation which is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day
after deposit, postage prepaid, in the United States Postal Service by certified mail, or (iii) the earlier of the date
delivered or the third Trading Day after mailing by express courier, with delivery costs and fees prepaid, in each case,
addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such
party may designate by five (5) calendar days’ advance written notice similarly given to each of the other parties
hereto):


 


If to Company:


 


SPI Energy Co., Ltd.


Attn: Xiaofeng Peng


Unit 15-16, 19/F, South Wing, Delta House


3 On Yiu Street, Shatin, Shek Mun


Hong Kong SAR, China


 


 


 






    	 	6	 



     


    

 


If to Investor:


 


Iliad Research and Trading, L.P.

Attn: John Fife


303 East Wacker Drive, Suite 1040

Chicago, Illinois 60601


 


With a copy to (which copy shall not constitute notice):


 


Hansen Black Anderson Ashcraft PLLC

Attn: Jonathan Hansen


3051 West Maple Loop Drive, Suite 325

Lehi, Utah 84043


 


9.10.         Successors
and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by
Investor hereunder may be assigned by Investor to a third party, including its affiliates, in whole or in part, without the need
to obtain Company’s consent thereto. Company may not assign its rights or obligations under this Agreement or delegate its
duties hereunder without the prior written consent of Investor.


 


9.11.         Survival.
The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall survive the
Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees to indemnify
and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result
of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set forth in
this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.


 


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


 


9.13.         Investor’s
Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents
are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy
that Investor may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law,
in equity, or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such
order as Investor may deem expedient.


 


9.14.         Attorneys’
Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce or interpret the terms
of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money (which,
for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded
to any party) shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the
full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with arbitration
or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses.
Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses for frivolous
or bad faith pleading. If (i) the Note is placed in the hands of an attorney for collection or enforcement prior to commencing
arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding, or Investor otherwise
takes action to collect amounts due under the Note or to enforce the provisions of the Note, or (ii) there occurs any bankruptcy,
reorganization, receivership of Company or other proceedings affecting Company’s creditors’ rights and involving a
claim under the Note; then Company shall pay the costs incurred by Investor for such collection, enforcement or action or in connection
with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees, expenses,
deposition costs, and disbursements.


 


 


 






    	 	7	 



     


    

 


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


 


9.16.         Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT, OR THE RELATIONSHIPS
OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON
LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND
VOLUNTARILY WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


9.17.         Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and the
other Transaction Documents.


 


9.18.         Voluntary
Agreement. Company has carefully read this Agreement and each of the other Transaction Documents and has asked any questions
needed for Company to understand the terms, consequences and binding effect of this Agreement and each of the other Transaction
Documents and fully understand them. Company has had the opportunity to seek the advice of an attorney of Company’s choosing,
or has waived the right to do so, and is executing this Agreement and each of the other Transaction Documents voluntarily and without
any duress or undue influence by Investor or anyone else.


 


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


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	8	 



     


    

 


IN WITNESS WHEREOF, the undersigned
Investor and Company have caused this Agreement to be duly executed as of the date first above written.


 





	SUBSCRIPTION AMOUNT:	 
	 	 
	Principal Amount of Note:	$1,331,500.00
	 	 
	Purchase Price:	$1,250,000.00



 


	 	INVESTOR:
	 	 
	 	I LIAD RESEARCH AND TRADING, L.P.
	 	 
	 	By: Iliad Management, LLC, its General Partner
	 	 
	 	By: Fife Trading, Inc., its Manager
	 	 
	 	By: /s/ John M. Fife
	 	       John M. Fife, President
	 	 
	 	 
	 	 
	 	COMPANY:
	 	 
	 	SPI ENERGY CO., LTD.
	 	 
	 	 
	 	By:  _______________________
	 	Printed Name: _______________________
	 	Title: Chairman & CEO
	 	 



 


 


 


 


 


 


 


 


[Signature Page to Securities Purchase
Agreement]


 


 






    	 	9	 



     


    

 


ATTACHED EXHIBITS:


 


	Exhibit A	Note
	Exhibit B	Irrevocable Transfer
Agent Instructions
	Exhibit C	Secretary’s
Certificate
	Exhibit D	Share Issuance
Resolution
	Exhibit E	Arbitration Provisions






 


 


 


 






    	 	10	 



     


    

 


Exhibit A


CONVERTIBLE PROMISSORY NOTE


 


	Effective Date: May 28, 2019	U.S. $1,331,500.00



 


FOR VALUE
RECEIVED, SPI ENERGY CO., LTD.,
a Cayman Islands corporation (“Borrower”), promises to pay to ILIAD RESEARCH
AND TRADING, L.P., a Utah limited partnership, or its successors or assigns (“Lender”),
$1,331,500.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twelve (12) months after the
Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest
on the Outstanding Balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the same is paid in full.
All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months,
shall compound daily and shall be payable in accordance with the terms of this Note. This Convertible Promissory Note (this “Note”)
is issued and made effective as of May 28, 2019 (the “Effective Date”). This Note is issued pursuant to that
certain Securities Purchase Agreement dated May 28, 2019, as the same may be amended from time to time, by and between Borrower
and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1
attached hereto and incorporated herein by this reference.


 


This Note
carries an OID of $62,500.00. In addition, Borrower agrees to pay $19,000.00 to Lender to cover Lender’s legal fees, accounting
costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the
“Transaction Expense Amount”), all of which amount is fully earned and included in the initial principal balance
of this Note. The purchase price for this Note shall be $1,250,000.00 (the “Purchase Price”), computed as follows:
$1,331,500.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable
by Lender by wire transfer of immediately available funds.


 


1.       Payment; Prepayment.


 


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


 


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


 


2.       Security. This Note is unsecured.


 


3.       Lender Optional Conversion.


 


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


 


 


 






    	 	11	 



     


    

 


3.2.       Lender
Conversion Price. Subject to adjustment as set forth in this Note, the price at which Lender has the right to convert all or
any portion of the Outstanding Balance into Ordinary Shares is $10.00 per share (the “Lender Conversion Price”).


 


4.       Defaults
and Remedies.


 


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


 


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


 


 


 






    	 	12	 



     


    

 


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


 


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


 


7.       Rights Upon Issuance of Securities.


 


7.1.       Subsequent
Equity Sales.


 


(a)       Except
with respect to Excluded Securities, if Borrower or any subsidiary thereof, as applicable, at any time this Note is
outstanding, shall sell, issue or grant any Ordinary Shares, option to purchase Ordinary Shares, right to reprice, preferred
shares convertible into Ordinary Shares, or debt, warrants, options or other instruments or securities to Lender or any third
party which are convertible into or exercisable or exchangeable for Ordinary Shares (collectively, the “Equity
Securities”), including without limitation any Deemed Issuance, at an effective price per share less than the then
effective Lender Conversion Price (such issuance is referred to herein as a “Dilutive Issuance”), then,
the Lender Conversion Price shall be automatically reduced and only reduced to equal such lower effective price per share. If
the holder of any Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset
provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share
which are issued in connection with such Dilutive Issuance, be entitled to receive Ordinary Shares at an effective price per
share that is less than the Lender Conversion Price, such issuance shall be deemed to have occurred for less than the Lender
Conversion Price on the date of such Dilutive Issuance, and the then effective Lender Conversion Price shall be reduced and
only reduced to equal such lower effective price per share. Such adjustments described above to the Lender Conversion Price
shall be permanent (subject to additional adjustments under this section), and shall be made whenever such Equity Securities
are issued. Borrower shall notify Lender, in writing, no later than the Trading Day following the issuance of any Equity
Securities subject to this Section 7.1, indicating therein the applicable issuance price, or applicable reset price, exchange
price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). For
purposes of clarity, whether or not Borrower provides a Dilutive Issuance Notice pursuant to this Section 7.1, upon the
occurrence of any Dilutive Issuance, on the date of such Dilutive Issuance the Lender Conversion Price shall be lowered to
equal the applicable effective price per share regardless of whether Borrower or Lender accurately refers to such lower
effective price per share in any subsequent Installment Notice or Lender Conversion Notice. Notwithstanding anything in this
Section 7 to the contrary, in no event shall the Lender Conversion Price be reduced below $3.00 pursuant to any Dilutive
Issuance.


 


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


 


 


 






    	 	13	 



     


    

 


7.3.       Other
Events. In the event that Borrower (or any subsidiary) shall take any action to which the provisions hereof are not strictly
applicable, or, if applicable, would not operate to protect Lender from dilution or if any event occurs of the type contemplated
by the provisions of this Section 7 but not expressly provided for by such provisions (including, without limitation, the granting
of stock appreciation rights, phantom stock rights or other rights with equity features), then Borrower’s board of directors
shall in good faith determine and implement an appropriate adjustment in the Lender Conversion Price so as to protect the rights
of Lender, provided that no such adjustment pursuant to this Section 7.3 will increase the Lender Conversion Price as otherwise
determined pursuant to this Section 7, provided further that if Lender does not accept such adjustments as appropriately protecting
its interests hereunder against such dilution, then Borrower’s board of directors and Lender shall agree, in good faith,
upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination
shall be final and binding and whose fees and expenses shall be borne by Borrower.


 


8.       Borrower
Redemptions.


 


8.1.       Redemption
Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Redemption Conversion (the “Redemption
Conversion Price”) shall be the lesser of (a) the Lender Conversion Price, and (b) the Market Price.


 


8.2.       Redemption
Conversions. Beginning on the date that is six (6) months from the Purchase Price Date, Lender shall have the right,
exercisable at any time in its sole and absolute discretion, to redeem any portion of the Note up to $200,000.00 per calendar
month (such amount, the “Redemption Amount”) by providing Borrower with a notice substantially in the form
attached hereto as Exhibit B (each, a “Redemption Notice”, and each date on which Lender delivers a
Redemption Notice, a “Redemption Date”). For the avoidance of doubt, Lender may submit to Borrower one (1)
or more Redemption Notices in any given calendar month so long as the aggregate amount redeemed in such calendar month does
not exceed $200,000.00. At the election of the Borrower, payments of each Redemption Amount may be made (a) in cash, or (b)
by converting such Redemption Amount into Ordinary Shares (“Redemption Conversion Shares”, and together
with the Lender Conversion Shares, the “Conversion Shares”) in accordance with this Section 8.2 (each, a
“Redemption Conversion”) per the following formula: the number of Redemption Conversion Shares equals the
portion of the applicable Redemption Amount being converted divided by the Redemption Conversion Price, or (c) by any
combination of the foregoing, so long as the cash is delivered to Lender on the third (3rd) Trading Day
immediately following the applicable Redemption Date and the Redemption Conversion Shares are delivered to Lender on or
before the applicable Delivery Date (as defined below). Notwithstanding the foregoing, Borrower will not be entitled to elect
a Redemption Conversion with respect to any portion of any applicable Redemption Amount and shall be required to pay the
Redemption Amount in cash, if on the applicable Redemption Date there is an Equity Conditions Failure, and such failure is
not waived in writing by Lender. Notwithstanding that failure to repay this Note in full by the Maturity Date is an Event of
Default, the Redemption Dates shall continue after the Maturity Date pursuant to this Section 8.2 until the Outstanding
Balance is repaid in full.


 


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


 


 


 






    	 	14	 



     


    

 


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


 


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


 


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


 


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


 


 


 






    	 	15	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


 






    	 	16	 



     


    

 


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


 


Date:


 





	 	BORROWER:
	 	 
	 	SPI ENERGY CO., LTD.
	 	 
	 	 
	 	By: __________________
	 	Name: ___________________
	 	Title: Chairman & CEO
	 	 
	 	 



ACKNOWLEDGED,
ACCEPTED AND AGREED:


 


LENDER:


 


ILIAD RESEARCH
AND TRADING, L.P.


 


By: Iliad Management, LLC, its General
Partner


 


By: Fife Trading, Inc., its Manager


 


By: /s/ John
M. Fife


       John
M. Fife, President


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Convertible Promissory
Note]


 






    	 	17	 



     


    

 





ATTACHMENT 1

DEFINITIONS


 


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


 


A1               
“Approved Stock Plan” means any stock option plan in effect as of the Purchase Price Date which has been
approved by the board of directors of Borrower, pursuant to which Borrower’s securities may be issued to any employee, officer
or director for services provided to Borrower.


 


A2               
“Closing Bid Price” and “Closing Trade Price” means the last closing bid price and
last closing trade price, respectively, for the Ordinary Shares on its principal market, as reported by Bloomberg, or, if its principal
market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of the Ordinary Shares prior to 4:00:00 p.m., New York
time, as reported by Bloomberg, or, if its principal market is not the principal securities exchange or trading market for the
Ordinary Shares, the last closing bid price or last trade price, respectively, of the Ordinary Shares on the principal securities
exchange or trading market where the Ordinary Shares is listed or traded as reported by Bloomberg, or if the foregoing do not apply,
the last closing bid price or last trade price, respectively, of the Ordinary Shares in the over-the-counter market on the electronic
bulletin board for the Ordinary Shares as reported by Bloomberg, or, if no closing bid price or last trade price, respectively,
is reported for the Ordinary Shares by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market
makers for the Ordinary Shares as reported by OTC Markets Group, Inc., and any successor thereto. If the Closing Bid Price or the
Closing Trade Price cannot be calculated for the Ordinary Shares on a particular date on any of the foregoing bases, the Closing
Bid Price or the Closing Trade Price (as the case may be) of the Ordinary Shares on such date shall be the fair market value as
mutually determined by Lender and Borrower. All such determinations shall be appropriately adjusted for any stock dividend, stock
split, stock combination or other similar transaction during such period.


 


A3               
“Conversion” means a Lender Conversion under Section 3 or a Redemption Conversion under Section 8.


 


A4               
“Conversion Factor” means 80%.


 


A5               
“Conversion Share Value” means the product of the number of Lender Conversion Shares deliverable pursuant
to any Lender Conversion Notice multiplied by the Closing Trade Price of the Ordinary Shares on the Delivery Date for such Lender
Conversion.


 


A6               
“Deemed Issuance” means an issuance of Ordinary Shares that shall be deemed to have occurred on the latest
possible permitted date pursuant to the terms hereof in the event Borrower fails to deliver Conversion Shares as and when required
pursuant to Section 9 of this Note. For the avoidance of doubt, if Borrower has elected or is deemed under Section 8.3 to have
elected to pay a Redemption Amount in Redemption Conversion Shares and fails to deliver such Redemption Conversion Shares, such
failure shall be considered a Deemed Issuance hereunder even if an Equity Conditions Failure exists at that time or other relevant
date of determination.


 


A7               
“Default Effect” means multiplying the Outstanding Balance as of the date the applicable Event of Default
occurred by (a) fifteen percent (15%) for each occurrence of any Major Default, or (b) five percent (5%) for each occurrence of
any Minor Default, and then adding the resulting product to the Outstanding Balance as of the date the applicable Event of Default
occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date the applicable Event
of Default occurred; provided that the Default Effect may only be applied three (3) times hereunder with respect to Major Defaults
and three (3) times hereunder with respect to Minor Defaults; and provided further that the Default Effect shall not apply to any
Event of Default pursuant to Section 4.1(b) hereof.


 


 


 






    	 	18	 



     


    

 


A8               
“DTC” means the Depository Trust Company or any successor thereto.


 


A9               
“DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer program.


 


A10            
“DWAC” means the DTC’s Deposit/Withdrawal at Custodian system.


 


A11            
“DWAC Eligible” means that (a) Borrower’s Ordinary Shares is eligible at DTC for full services
pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system; (b) Borrower
has been approved (without revocation) by DTC’s underwriting department; (c) Borrower’s transfer agent is approved
as an agent in the DTC/FAST Program; (d) the Conversion Shares are otherwise eligible for delivery via DWAC; and (e) Borrower’s
transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC.


 


A12            
“Equity Conditions Failure” means that any of the following conditions has not been satisfied on any
given Redemption Date: (a) with respect to the applicable date of determination all of the Conversion Shares would be freely tradable
under Rule 144 or without the need for registration under any applicable federal or state securities laws (in each case, disregarding
any limitation on conversion of this Note); (b) no Event of Default shall have occurred or be continuing hereunder; (c) the average
and median daily dollar volume of the Ordinary Shares on its principal market for the previous twenty (20) and two hundred (200)
Trading Days shall be greater than $75,000.00; and (d) the Market Capitalization is greater than or equal to $30,000,000.00.


 


A13            
“Excluded Securities” means any shares of Common Stock or options to purchase Common Stock issued or
issuable: (a) in connection with any Approved Stock Plan; provided that the option term, exercise price or similar provisions
of any securities outstanding pursuant to such Approved Stock Plan are not amended, modified or changed on or after the Purchase
Price Date; or (b) other than pursuant to a convertible debt instrument.


 


A14            
“Fundamental Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the
surviving corporation) any other person or entity, or (ii) Borrower or any of its subsidiaries shall, directly or indirectly, in
one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all
of its respective properties or assets to any other person or entity, or (iii) Borrower or any of its subsidiaries shall, directly
or indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares
of voting stock of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities
making or party to, such purchase, tender or exchange offer), or (iv) Borrower or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such
other person or entity acquires more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of
voting stock of Borrower held by the other persons or entities making or party to, or associated or affiliated with the other persons
or entities making or party to, such stock or share purchase agreement or other business combination), or (v) Borrower or any of
its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the
Ordinary Shares, other than an increase in the number of authorized shares of Borrower’s Ordinary Shares, or (b) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of Borrower.


 


 


 






    	 	19	 



     


    

 


A15            
“Major Default” means any Event of Default occurring under Sections 4.1(a), 4.1(c), 4.1(l), or 4.1(p).


 


A16            
“Mandatory Default Amount” means the Outstanding Balance following the application of the Default Effect.


 


A17            
“Market Capitalization” means a number equal to (a) the average VWAP of the Ordinary Shares for the immediately
preceding fifteen (15) Trading Days, multiplied by (b) the aggregate number of outstanding Ordinary Shares as reported on Borrower’s
most recently filed Form 10-Q or Form 10-K.


 


A18            
“Market Price” means the Conversion Factor multiplied by the lowest Closing Trade Price during the ten
(10) Trading Days immediately preceding the applicable measurement date.


 


A19            
“Minor Default” means any Event of Default that is not a Major Default.


 


A20            
“OID” means an original issue discount.


 


A21            
“Other Agreements” means, collectively, (a) all existing and future agreements and instruments between,
among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing
agreement or a material agreement that affects Borrower’s ongoing business operations.


 


A22             “Outstanding
Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be,
pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus the OID, the Transaction Expense Amount,
accrued but unpaid interest, collection and enforcements costs (including attorneys’ fees) incurred by Lender,
transfer, stamp, issuance and similar taxes and fees related to Conversions, and any other fees or charges (including without
limitation Conversion Delay Late Fees) incurred under this Note.


 


A23            
“Purchase Price Date” means the date the Purchase Price is delivered by Lender to Borrower.


 


A24            
“Trading Day” means any day on which the New York Stock Exchange (or such other principal market for
the Ordinary Shares) is open for trading.


 


A25            
“VWAP” means the volume weighted average price of the Ordinary Shares on the principal market for a particular
Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.


 


 


[Remainder of page intentionally left
blank]


 


 


 


 


 


 


 


 






    	 	20	 



     


    

 


EXHIBIT A


 


Iliad Research and Trading, L.P.

303 East Wacker Drive, Suite 1040

Chicago, Illinois 60601


 


	SPI Energy Co., Ltd.


Attn: Xiaofeng Peng


Unit 15-16, 19/F, South Wing, Delta House


3 On Yiu Street, Shatin, Shek Mun


Hong Kong SAR, China


	Date:____________________






 





LENDER CONVERSION NOTICE


 


The above-captioned Lender hereby
gives notice to SPI Energy Co., Ltd., a Cayman Islands corporation (the “Borrower”), pursuant to that certain
Convertible Promissory Note made by Borrower in favor of Lender on May 28, 2019 (the “Note”), that Lender elects
to convert the portion of the Note balance set forth below into fully paid and non-assessable Ordinary Shares of Borrower as of
the date of conversion specified below. Said conversion shall be based on the Lender Conversion Price set forth below. In the event
of a conflict between this Lender Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election
of Lender in its sole discretion, Lender may provide a new form of Lender Conversion Notice to conform to the Note. Capitalized
terms used in this notice without definition shall have the meanings given to them in the Note.


 


A.       
Date of Conversion:


B.       
Lender Conversion #: ____________


C.       
Conversion Amount: _____________


D.       
Lender Conversion Price: _____________


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


F.        
Remaining Outstanding Balance of Note: __________ *


 


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


 


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





	Broker:	Address:	_____________________
	DTC#:	 	_____________________
	Account
#:	 	_____________________
	Account Name:	 	 



 


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


 


_________________________________


_________________________________


_________________________________


 


 


[Signature Page Follows]


 


 


 


 






    	 	21	 



     


    

 


Sincerely,


 


Lender:


 


ILIAD RESEARCH
AND TRADING, L.P.


 


By: Iliad Management, LLC, its General Partner


 





By: Fife Trading, Inc., its Manager


 


By: /s/ John
M. Fife


       John
M. Fife, President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	22	 



     


    

 





EXHIBIT B


 


Iliad Research and Trading, L.P.

303 East Wacker Drive, Suite 1040

Chicago, Illinois 60601


 





	SPI Energy Co., Ltd.


Attn: Xiaofeng Peng


Unit 15-16, 19/F, South Wing, Delta House


3 On Yiu Street, Shatin, Shek Mun


Hong Kong SAR, China


	Date:____________________






 


REDEMPTION NOTICE


 


The above-captioned Lender hereby
gives notice to SPI Energy Co., Ltd., a Cayman Islands corporation (the “Borrower”),
pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on May 28, 2019 (the
“Note”), that Lender elects to redeem a portion of the Note in Redemption
Conversion Shares or in cash as set forth below. In the event of a conflict between this Redemption Notice and the Note, the Note
shall govern, or, in the alternative, at the election of Lender in its sole discretion, Lender may provide a new form of Redemption
Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in
the Note.


 


REDEMPTION INFORMATION


		A.	Redemption Date:___________, 201_



		B.	Redemption Amount: _____________



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



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



		E.	Redemption Conversion Price: ______________(lower of (i) Lender Conversion Price in effect
                                                               and (ii) Market Price as of Redemption Date)



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



		G.	Remaining Outstanding Balance of Note: *



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


 


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








	Broker:	Address:	_____________________
	DTC#:	 	_____________________
	Account
#:	 	_____________________
	Account Name:	 	 



 


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


_________________________________


_________________________________


_________________________________



 


 


 


 






    	 	23	 



     


    

 


Sincerely,


 


Lender:


 


ILIAD RESEARCH
AND TRADING, L.P.


 


By: Iliad Management, LLC, its General Partner


 





By: Fife Trading, Inc., its Manager


 


By: /s/ John
M. Fife


       John
M. Fife, President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	24	 



     


    

 




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	25	 



     


    

 


EXHIBIT E


 


ARBITRATION PROVISIONS


 


1.    
Dispute Resolution. For purposes of this Exhibit E, the term “Claims” means any disputes, claims,
demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities, damages, losses, or
controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Transaction Documents
and any communications between the parties related thereto, including without limitation any claims of mutual mistake, mistake,
fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability, failure of condition
precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate the Agreement
(or these Arbitration Provisions (defined below)) or any of the other Transaction Documents. For the avoidance of doubt, Investor’s
pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a court will not later prevent Investor
under the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines from pursuing other Claims
in a separate arbitration in the future. The parties to this Agreement (the “parties”) hereby agree that the
Claims may be arbitrated in one or more Arbitrations pursuant to these Arbitration Provisions (one for an injunction or injunctions
and a separate one for all other Claims). The term “Claims” specifically excludes a dispute over Calculations. The
parties to the Agreement hereby agree that the arbitration provisions set forth in this Exhibit E (“Arbitration
Provisions”) are binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions)
or declare the Agreement (or these Arbitration Provisions) or any other Transaction Document invalid or unenforceable for any reason
is subject to these Arbitration Provisions. These Arbitration Provisions shall also survive any termination or expiration of the
Agreement. Any capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.


 


2.    
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted exclusively in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject
to the arbitration appeal right provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that
the award of the arbitrator rendered pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final
and binding upon the parties, (b) the sole and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings
presented or pleaded to the arbitrator, and (c) promptly payable in United States dollars free of any tax, deduction or offset
(with respect to monetary awards). Subject to the Appeal Right, any costs or fees, including without limitation attorneys’
fees, incurred in connection with or incident to enforcing the Arbitration Award shall, to the maximum extent permitted by law,
be charged against the party resisting such enforcement. The Arbitration Award shall include default interest (as defined or otherwise
provided for in the Note, “Default Interest”) (with respect to monetary awards) at the rate specified in the
Note for Default Interest both before and after the Arbitration Award. Judgment upon the Arbitration Award will be entered and
enforced by any state or federal court sitting in Salt Lake County, Utah.


 


3.    
The Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration
Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”).
Notwithstanding the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the
event of conflict or variation between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the
terms of these Arbitration Provisions shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements
of the Arbitration Act that may conflict with or vary from these Arbitration Provisions.


 


4.    
Arbitration Proceedings. Arbitration between the parties will be subject to the following:


 


4.1       Initiation
of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by
giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted
under Section 9.9 of the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration
will be deemed initiated as of the date that the Arbitration Notice is deemed delivered to such other party under Section 9.9
of the Agreement (the “Service Date”). After the Service Date, information may be delivered, and notices may
be given, by email or fax pursuant to Section 9.9 of the Agreement or any other method permitted thereunder. The Arbitration Notice
must describe the nature of the controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims
in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil Procedure.


 


 


 






    	 	26	 



     


    

 


4.2      Selection
and Payment of Arbitrator.


 


(a) 
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three (3)
arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such three (3) designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For
the avoidance of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within
five (5) calendar days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by
written notice to Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these
Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators in writing within such 5-day period, then
Investor may select the arbitrator from the Proposed Arbitrators by providing written notice of such selection to
Company.


 


(b) If Investor
fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph
(a) above, then Company may at any time prior to Investor so designating the Proposed Arbitrators, identify the names of three
(3) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to
Investor. Investor may then, within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Investor,
select, by written notice to Company, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these
Arbitration Provisions. If Investor fails to select in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators
selected by Company, then Company may select the arbitrator from its three (3) previously selected Proposed Arbitrators by providing
written notice of such selection to Investor.


 


(c)
If a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party
that selected such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3)
calendar days of the date the chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as
arbitrator. If all three (3) Proposed Arbitrators decline or are otherwise unable to serve as arbitrator, then the arbitrator
selection process shall begin again in accordance with this Paragraph 4.2.


 


(d) The date
that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both
parties to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If
an arbitrator resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this
Paragraph 4.2 to continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no
successor thereto, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e)
Subject to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10
below, if one party refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid
amount (subject to the accrual of Default Interest thereupon), with such amount being added to or subtracted from, as
applicable, the Arbitration Award.


 


4.3      Applicability
of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules
of Civil Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation,
to the filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah
Rules of Evidence shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing,
it is the parties’ intent that the incorporation of such rules will in no event supersede these Arbitration Provisions.
In the event of any conflict between the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions,
these Arbitration Provisions shall control.


 


 


 






    	 	27	 



     


    

 


4.4      Answer
and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating
the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the
required deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a
default award against such party if such party does not file an answer within five (5) calendar days of receipt of such notice.
If an answer is not filed within the five (5) day extension period, the arbitrator must render a default award, consistent with
the relief requested in the Arbitration Notice, against a party that fails to submit an answer within such time period.


 


4.5      Related
Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence
concurrent legal proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation
Proceedings”), subject to the following: (a) the complaint in the Litigation Proceedings is to be substantially
similar to the claims set forth in the Arbitration Notice, provided that an additional cause of action to compel arbitration
will also be included therein, (b) so long as the other party files an answer to the complaint in the Litigation Proceedings
and an answer to the Arbitration Notice, the Litigation Proceedings will be stayed pending an Arbitration Award (or Appeal
Panel Award (defined below), as applicable) hereunder, (c) if the other party fails to file an answer in the Litigation
Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall be entitled to a default
judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal or procedural
issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in
the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such
Litigation Proceedings pursuant to the Arbitration Act.


 


4.6      Discovery.
Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:


 


(a) Written
discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof,
and the written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already
pleaded in the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards
and limitations set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings
shall also be limited as follows:


 


(i)         
To facts directly connected with the transactions contemplated by the Agreement.


 


(ii)       
To facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome
or less expensive than in the manner requested.


 


(b) No
party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests
for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv)
more than three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated
with depositions will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the
party taking the deposition of the estimated attorneys’ fees that such party expects to incur in connection with defending
the deposition. If the party defending the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar
days of its receipt of a deposition notice, then such party shall be deemed to have waived its right to the estimated attorneys’
fees. The party taking the deposition must pay the party defending the deposition the estimated attorneys’ fees prior to
taking the deposition, unless such obligation is deemed to be waived as set forth in the immediately preceding sentence. If the
party taking the deposition believes that the estimated attorneys’ fees are unreasonable, such party may submit the issue
to the arbitrator for a decision. All depositions will be taken in Utah.


 


 


 






    	 	28	 



     


    

 


(c)
All discovery requests (including document production requests included in deposition notices) must be submitted in writing
to the arbitrator and the other party. The party submitting the written discovery requests must include with such discovery
requests a detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration
Provisions and the Utah Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of
receiving the proposed discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs
associated with responding to such written discovery requests and a written challenge to each applicable discovery request.
After receipt of an estimate of attorneys’ fees and costs and/or challenge(s) to one or more discovery requests,
consistent with subparagraph (c) above, the arbitrator will within three (3) calendar days make a finding as to the likely
attorneys’ fees and costs associated with responding to the discovery requests and issue an order that (i) requires the
requesting party to prepay the attorneys’ fees and costs associated with responding to the discovery requests, and (ii)
requires the responding party to respond to the discovery requests as limited by the arbitrator within twenty-five (25)
calendar days of the arbitrator’s finding with respect to such discovery requests. If a party entitled to submit an
estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so within such 5-day period,
the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated with responding to such
discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited by the
arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such discovery requests.
Any party submitting any written discovery requests, including without limitation interrogatories, requests for production
subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs,
before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as
set forth above.


 


(d) In
order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth
in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If
a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil
Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request
in whole or in part.


 


(e)
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60)
days of the Arbitration Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must
contain the following: (i) a complete statement of all opinions the expert will offer at trial and the basis and reasons for
them; (ii) the expert’s name and qualifications, including a list of all the expert’s publications within the
preceding ten (10) years, and a list of any other cases in which the expert has testified at trial or in a deposition or
prepared a report within the preceding ten (10) years; and (iii) the compensation to be paid for the expert’s report
and testimony. The parties are entitled to depose any other party’s expert witness one (1) time for no more than four
(4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly disclosed in the
expert report.


 


4.6       Dispositive
Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of
Civil Procedure (a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not
required to, deliver to the arbitrator and to the other party a memorandum in support (the “Memorandum in
Support”) of the Dispositive Motion. Within seven (7) calendar days of delivery of the Memorandum in Support, the
other party shall deliver to the arbitrator and to the other party a memorandum in opposition to the Memorandum in Support
(the “Memorandum in Opposition”). Within seven (7) calendar days of delivery of the Memorandum in
Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and to the
other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable
party shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply
Memorandum as required above, then the applicable party shall lose its right to so deliver the same, and the Dispositive
Motion shall proceed regardless.


 


4.7      Confidentiality.
All information disclosed by either party (or such party’s agents) during the Arbitration process (including without limitation
information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in nature. Each
party agrees not to disclose any confidential information received from the other party (or its agents) during the Arbitration
process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time of disclosure
such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving
party or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be disclosed if such
receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a protective order
from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving party’s
agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such information to
any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a
protective order to prevent the disclosure of privileged information and confidential information upon the written request of either
party.


 


 


 






    	 	29	 



     


    

 


4.8      Authorization;
Timing; Scheduling Order. Subject to all other portions of these Arbitration Provisions, the parties hereby authorize and
direct the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent
for the Arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties
hereby agree that an Arbitration Award must be made within one hundred twenty (120) calendar days after the Arbitration
Commencement Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar
days after the Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for
discovery, expert testimony, and the submission of documents by the parties to enable the arbitrator to render a decision
prior to the end of such 120-day period.


 


4.9       Relief.
The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which
the arbitrator deems proper under the circumstances, including, without limitation, specific performance and injunctive relief,
provided that the arbitrator may not award exemplary or punitive damages.


 


4.10      Fees
and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being
awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any
statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees
of the Arbitration, and (b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees,
deposition costs, other discovery costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in
connection with the Arbitration.


 


5.       Arbitration
Appeal.


 


5.1       Initiation
of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period
of thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant
elects to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to
a panel of arbitrators as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is
referred to herein as the “Appeal Date”. The Appeal Notice must be delivered to the Appellee in accordance with
the provisions of Paragraph 4.1 above with respect to delivery of an Arbitration Notice. In addition, together with delivery of
the Appeal Notice to the Appellee, the Appellant must also pay for (and provide proof of such payment to the Appellee together
with delivery of the Appeal Notice) a bond in the amount of 110% of the sum the Appellant owes to the Appellee as a result of the
Arbitration Award the Appellant is appealing. In the event an Appellant delivers an Appeal Notice to the Appellee (together with
proof of payment of the applicable bond) in compliance with the provisions of this Paragraph 5.1, the Appeal will occur as a matter
of right and, except as specifically set forth herein, will not be further conditioned. In the event a party does not deliver an
Appeal Notice (along with proof of payment of the applicable bond) to the other party within the deadline prescribed in this Paragraph
5.1, such party shall lose its right to appeal the Arbitration Award. If no party delivers an Appeal Notice (along with proof of
payment of the applicable bond) to the other party within the deadline described in this Paragraph 5.1, the Arbitration Award shall
be final. The parties acknowledge and agree that any Appeal shall be deemed part of the parties’ agreement to arbitrate for
purposes of these Arbitration Provisions and the Arbitration Act.


 


5.2       Selection
and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment
of the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person
arbitration panel (the “Appeal Panel”).


 


(a)       Within ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5)
arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com)
(such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal Arbitrators”). For
the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral” with Utah ADR Services, and
shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original Arbitrator”). Within
five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed Appeal Arbitrators, the Appellant
must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to act as the members of the Appeal
Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing within such 5-day period, then
the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing written notice of such selection
to the Appellant.


 


 


 






    	 	30	 



     


    

 


(b)       If the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days
after the Appeal Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so
designating the Proposed Appeal Arbitrators, identify the names of five (5) arbitrators that are designated as
“neutrals” or qualified arbitrators by Utah ADR Service (none of whom may be the Original Arbitrator) by written
notice to the Appellee. The Appellee may then, within five (5) calendar days after the Appellant has submitted notice of its
selected arbitrators to the Appellee, select, by written notice to the Appellant, three (3) of such selected arbitrators to
serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three (3) of the arbitrators
selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three (3) members of
the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection to the
Appellee.


 


(c)       If a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal
Arbitrator may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the
date a chosen Proposed Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at
least three (3) of the five (5) designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed
Appeal Arbitrator selection process shall begin again in accordance with this Paragraph 5.2; provided, however, that any
Proposed Appeal Arbitrators who have already agreed to serve shall remain on the Appeal Panel.


 


(d)       The date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via
email) delivered to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein
as the “Appeal Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date,
the Appellee shall designate in writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the
three (3) members of the Appeal Panel to serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel
shall be deemed an arbitrator for purposes of these Arbitration Provisions and the Arbitration Act, provided that, in conducting
the Appeal, the Appeal Panel may only act or make determinations upon the approval or vote of no less than the majority vote of
its members, as announced or communicated by the lead arbitrator on the Appeal Panel. If an arbitrator on the Appeal Panel ceases
or is unable to act during the Appeal proceedings, a replacement arbitrator shall be chosen in accordance with Paragraph 5.2 above
to continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases to exist or to provide a list of neutrals,
then the arbitrators for the Appeal Panel shall be selected under the then prevailing rules of the American Arbitration Association.


 


(e)       Subject
to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.


 


5.3       Appeal
Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel
shall conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing
and all other provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers
appropriate for a fair and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and
may review all previous evidence and discovery, together with all briefs, pleadings and other documents filed with the Original
Arbitrator (as well as any documents filed with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing,
in connection with the Appeal, the Appeal Panel shall not permit the parties to conduct any additional discovery or raise any
new Claims to be arbitrated, shall not permit new witnesses or affidavits, and shall not base any of its findings or determinations
on the Original Arbitrator’s findings or the Arbitration Award.


 


5.4       Timing.


 


(a)       Within
seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the
Appeal Panel copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs,
pleadings and other documents filed with the Original Arbitrator (which material Appellee shall have the right to review and
supplement if necessary), and (ii) may, but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum
in Support of the Appellant’s arguments concerning or position with respect to all Claims, counterclaims, issues, or
accountings presented or pleaded in the Arbitration. Within seven (7) calendar days of the Appellant’s delivery of the
Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal Panel and to the Appellant a Memorandum in
Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s delivery of the Memorandum in
Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum to the
Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this
subparagraph (a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be
final. If the Appellee shall fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail
to deliver the Reply Memorandum as required above, then the Appellee or the Appellant, as the case may be, shall lose its
right to so deliver the same, and the Appeal shall proceed regardless.


 


 


 






    	 	31	 



     


    

 


(b)       Subject
to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar
days of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after
the Appeal is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).


 


5.5       Appeal
Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator
on the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety
and make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator
shall remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the
sole and exclusive remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded
in the Arbitration, and (d) be promptly payable in United States dollars free of any tax, deduction or offset (with respect to
monetary awards). Any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident
to enforcing the Appeal Panel Award shall, to the maximum extent permitted by law, be charged against the party resisting such
enforcement. The Appeal Panel Award shall include Default Interest (with respect to monetary awards) at the rate specified in the
Note for Default Interest both before and after the Arbitration Award. Judgment upon the Appeal Panel Award will be entered and
enforced by a state or federal court sitting in Salt Lake County, Utah.


 


5.6       Relief. The
Appeal P anel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems
proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the
Appeal Panel may not award exemplary or punitive damages.


 


5.7       Fees
and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party
being awarded the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without
regard to any statutory fines, penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any
unpaid costs and fees of the Arbitration and the Appeal Panel, and (b) reimburse the prevailing party (the party being
awarded the most amount of money by the Appeal Panel, which, for the avoidance of doubt, shall be determined without regard
to any statutory fines, penalties, fees, or other charges awarded to any part) the reasonable attorneys’ fees,
arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other expenses, costs or fees paid
or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation in connection
with the Appeal).


 


6.       Miscellaneous.


 


6.1       Severability.
If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall
be modified to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration
Provisions shall remain unaffected and in full force and effect.


 


6.2       Governing
Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of
laws principles therein.


 


6.3       Interpretation.
The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the
interpretation of, these Arbitration Provisions.


 


6.4       Waiver.
No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by
the party granting the waiver.


 


6.5       Time
is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration
Provisions.


 


[Remainder of page intentionally left
blank]


 


 


 






    	 	32	 



     


    

 


Exhibit B


 


 


 


IRREVOCABLE LETTER OF INSTRUCTIONS TO TRANSFER
AGENT


Date: May 28, 2019


 


To the transfer agent of SPI Energy Co., Ltd.


 


Re: Instructions to Reserve and
Issue Shares


 


Ladies
and Gentlemen:


 


Reference is made
to that certain Convertible Promissory Note dated as of May 28, 2019 (as the same may be amended or exchanged from time to time,
the "Note"), made by SPI Energy Co., Ltd., a Cayman Islands corporation ("Company"), pursuant
to which Company agreed to pay to Iliad Research and Trading, L.P., a Utah limited partnership, its successors and/or assigns ("Investor"),
the aggregate sum of $1,331,500.00, plus interest, fees, and collection costs. The Note was issued pursuant to that certain
Securities Purchase Agreement dated May 28, 2019, by and between Company and Investor (the "Purchase Agreement", and
together with the Note, and all other documents entered into in conjunction therewith, including any amendments thereto, the "Transaction
Documents"). Pursuant to the terms of the Note, the Outstanding Balance (as defined in the Note) of the Note may be converted
into Ordinary Shares, par value $0.0001 per share, of Company (the "Ordinary Shares", and the Ordinary Shares
issuable upon any conversion or otherwise under the Note, the "Shares").


 


Pursuant to the terms
of the Purchase Agreement, Company has agreed to establish a reserve of authorized but unissued Ordinary Shares for Investor's
sole and exclusive benefit in an amount not less than 1,800,000 shares (the "Share Reserve"). Company further
agreed to add additional Ordinary Shares to the Share Reserve in increments of 100,000 shares, as and when requested by Investor,
if the number of shares being held in the Share Reserve is less than the amount calculated as follows: three (3) times the number
of Ordinary Shares obtained by dividing the Outstanding Balance by the Redemption Conversion Price (as defined in the Note). For
the avoidance of doubt, this Share Reserve shall be in addition to any previous share reserves put in place for the benefit of
Investor.


 


This irrevocable letter
of instructions (this "Letter") shall serve as the authorization and direction of Company to VStock Transfer,
LLC, or its successors, as Company's transfer agent (hereinafter, "you" or "your"), to reserve
Ordinary Shares and to issue (or where relevant, to reissue in the name of Investor) Ordinary Shares to Investor or its broker,
upon conversion of the Note as follows:


 


1.        From and after the date hereof and until all of Company's obligations under the Purchase Agreement and the Note are paid
and performed in full, (a) you shall establish a reserve of authorized but unissued Ordinary Shares in an amount not less than
the Share Reserve, (b) you shall maintain and hold the Share Reserve for the exclusive benefit of Investor, (c) you shall issue
the Ordinary Shares held in the Share Reserve to Investor or its broker only, (d) when you issue Ordinary Shares to Investor or
its broker under the Note pursuant to the other instructions in this Letter, you shall issue such shares from the Share Reserve,
(e) you shall not otherwise reduce the Share Reserve under any circumstances, unless Investor delivers to you written pre-approval
of such reduction, and (0 you shall immediately add Ordinary Shares to the Share Reserve in increments of 100,000 shares as and
when requested by Company or Investor in writing from time to time.


 


 


 






    	 	33	 



     


    

 


2.        You shall issue the Shares to Investor or its broker in accordance with Paragraph 3 upon a conversion of all or any portion
of the Note, upon delivery to you of a duly executed Lender Conversion Notice substantially in the form attached hereto as Exhibit
A (a "Conversion Notice"), or a duly executed Redemption Notice substantially in the form attached hereto
as Exhibit B (a "Redemption Notice", and together with a Lender Conversion Notice, a "Conversion
Notice"). By your signature below, you acknowledge and agree that a conversion of the Note may include any conversion by
Investor of any judgment amount or arbitration award granted in favor of Investor, as set forth in the Note, and that you will
issue Shares to Investor in accordance with Paragraph 3 below upon Investor's delivery to you of a duly executed Conversion Notice
wherein Investor seeks to convert any portion of any judgment amount or arbitration award granted in favor of Investor. You further
acknowledge that Company and Investor have agreed that it is their expectation that any such judgment amount or arbitration award
that is converted will tack back to the Purchase Price Date (as defined in the Note) for purposes of determining the holding period
under Rule 144 (as defined below) and that Company agreed that it will not take a contrary position in any filing, document, letter,
agreement or setting.


 


3.        In
connection with a Conversion Notice delivered to you pursuant to Paragraph 2 above, you will receive a legal opinion as to
the free transferability of the Shares, dated within ninety (90) days from the date of the Conversion Notice, from either
Investor's or Company's legal counsel, indicating that the Shares to be issued are registered pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "1933 Act"), or pursuant to Rule 144
promulgated under the 1933 Act ("Rule 144"), or any other available exemption under the 1933 Act, the issuance of
the applicable Shares to Investor is exempt from registration under the 1933 Act, and thus the Shares may be issued or
delivered without restrictive legend (the "Opinion Letter"). Upon your receipt of a Conversion Notice and an
Opinion Letter, you shall, within three (3) Trading Days (as defined below) thereafter, (i) if you are eligible to
participate in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and the Ordinary
Shares are eligible to be transferred electronically with DTC through the Deposit/Withdrawal at Custodian system ("DWAC
Eligible"), credit such aggregate number of DWAC Eligible Ordinary Shares to Investor's or its designee's balance
account with DTC, provided Investor identifies its bank or broker (by providing its name and DTC participant number) and
causes its bank or broker to initiate such DWAC Eligible transaction, or (ii) if the Ordinary Shares are not then DWAC
Eligible, issue and deliver to Investor or its broker (as specified in the applicable Conversion Notice), via reputable
overnight courier, to the address specified in the Conversion Notice, as the case may be, a certificate, registered in the
name of Investor or its designee, representing such aggregate number of Ordinary Shares as have been requested by Investor to
be transferred in the Conversion Notice, as applicable. Such Shares (A) shall not bear any legend restricting transfer, (B)
shall not be subject to any stop-transfer restrictions, and (C) shall otherwise be freely transferable on the books and
records of Company. For purposes hereof, "Trading Day" shall mean any day on which the New York Stock Exchange is
open for trading.


 


If you receive a Conversion
Notice but you do not also receive an Opinion Letter, and you are required to issue the Shares in certificated form, then any certificates
for the applicable Shares shall bear a restrictive legend substantially as follows:


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE TO COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


4.        Please
note that a share issuance resolution is not required for each conversion and issuance of Shares since this Letter and the
Transaction Documents have been approved by resolution of Company's board of directors (the "Share Issuance
Resolution"). Pursuant to the Share Issuance Resolution, all of the Shares are authorized to be issued to Investor. For
the avoidance of doubt, this Letter is your authorization and instruction by Company to issue the Shares pursuant to this
Letter without any further authorization or direction from Company. You shall rely exclusively on the instructions in this
Letter and shall have no liability for relying on any Conversion Notice provided by Investor. Any Conversion Notice delivered
hereunder shall constitute an irrevocable instruction to you to process such notice or notices in accordance with the terms
thereof, without any further direction or inquiry. Such notice or notices may be transmitted to you by fax, email, or any
commercially reasonable method.


 


 


 






    	 	34	 



     


    

 


5.        Notwithstanding
any other provision hereof, Company and Investor understand that you shall not be required to perform any issuance or transfer
of Shares if (a) such an issuance or transfer of Shares is in violation of any state or federal securities laws or regulations,
or (b) the issuance or transfer of Shares is prohibited or stopped as required or directed by a court order. Additionally, Company
and Investor understand that you shall not be required to perform any issuance or transfer of Shares if Company is in default
of its payment obligations under its agreement with you; provided, however, that in such case Investor shall have the right
to pay the applicable issuance or transfer fee on behalf of Company and upon payment of the issuance or transfer fee by Investor,
you shall be obligated to make the requested issuance or transfer.


 


6.        You are hereby authorized and directed to promptly disclose to Investor, after Investor's request from time to time, the
total number of Ordinary Shares issued and outstanding and the total number of shares that are authorized but unissued and unreserved.


 


7.        Company hereby confirms to you and to Investor that no instruction other than as contemplated herein (including instructions
to increase the Share Reserve as necessary pursuant to Paragraph 1(f) above) will be given to you by Company with respect to the
matters referenced herein. Company hereby authorizes you, and you shall be obligated, to disregard any contrary instruction received
by or on behalf of Company or any other person purporting to represent Company.


 


8.        Notwithstanding anything to the contrary herein or in any previous Irrevocable Letter of Instructions to Transfer Agent
with Investor and Company, Company hereby agrees that the Share Reserve set forth in this Letter may, at Investor's election, be
used to satisfy any prior obligations owed by Company to Investor or any obligations owed by Company to Investor that may arise
in the future. Company further agrees that any prior or future share reserves established for the benefit of Investor may also
be used to satisfy Company's obligations under the Note.


 


9.        Company hereby agrees not to change you as its transfer agent without first (a) providing Investor with at least 30-days'
written notice of such proposed change, and (b) obtaining Investor's written consent to such proposed change, Any such consent
is conditioned upon the new transfer agent executing an irrevocable letter of instructions substantially similar to this Letter
so that such transfer agent is bound by the same terms set forth herein.


 


10.        Company acknowledges that Investor is relying on the representations and covenants made by Company in this Letter and that
the representations and covenants contained in this Letter constitute a material inducement to Investor to make the loan evidenced
by the Note. Company further acknowledges that without such representations and covenants of Company, Investor would not have made
the loan to Company evidenced by the Note.


 


11.
        Company shall indemnify you and your officers, directors, members, managers,
principals, partners, agents and representatives, and hold each of them harmless from and against any and all loss,
liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys) incurred by or
asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or
themselves against any claim or liability hereunder, except that Company shall not be liable hereunder as to matters in
respect of which it is determined that you have acted with gross negligence or in bad faith.


 


12.        Investor is an intended third-party beneficiary of this Letter. The parties hereto specifically acknowledge and agree that
in the event of a breach or threatened breach by a party hereto of any provision hereof, Investor will be irreparably damaged,
and that damages at law would be an inadequate remedy if this Letter were not specifically enforced. Therefore, in the event of
a breach or threatened breach of this Letter, Investor shall be entitled, in addition to all other rights or remedies, to an injunction
restraining such breach, without being required to show any actual damage or to post any bond or other security, and/or to a decree
for a specific performance of the provisions of this Letter.


 


 


 






    	 	35	 



     


    

 


13.        This Letter shall be fully binding and enforceable against Company even if it is not signed by you. If Company takes (or
fails to take) any action contrary to this Letter, then such action or inaction will constitute a default under the Transaction
Documents. Although no additional direction is required by Company, any refusal by Company to immediately confirm this Letter and
the instructions contemplated herein to you will constitute a default hereunder and under the Transaction Documents.


 


14.        Whenever possible, each provision of this Letter shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Letter shall be invalid or unenforceable in any jurisdiction, such provision shall
be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Letter or the validity or enforceability of this Letter in any
other jurisdiction.


 


15.        By signing below, (a) each individual executing this Letter on behalf of an entity represents and warrants that he or she
has authority to so execute this Letter on behalf of such entity and thereby bind such entity to the terms and conditions hereof,
and (b) each party to this Letter represents and warrants that such party has received good and valuable consideration in exchange
for executing this Letter.


 


16.        Company and Investor agree that any action which names you as a party shall be brought in a court of general jurisdiction
in Nassau County, New York and no other court and shall be subject to New York law. Notwithstanding the foregoing, nothing herein
shall be construed to modify, change or amend Company's agreement to arbitrate disputes with Investor pursuant to the Arbitration
Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement. For the avoidance of doubt,
only claims directly involving you will be subject to litigation in Nassau County, New York and New York law, all other claims
between Company and Investor will be subject to the Arbitration Provisions and Utah law and may proceed concurrently with any action
among the parties in Nassau County, New York. Notwithstanding the foregoing, each party further agrees to not participate in any
action, suit, proceeding or arbitration (including without limitation any action or proceeding seeking an injunction or temporary
restraining order against your issuance of Shares to Investor) of any dispute arising out of or relating to this Letter or the
relationship of the parties or their affiliates that takes place outside of the jurisdictions set forth herein.


 


17.        Company
hereby authorizes and directs you to provide to Investor a copy of any process, stop order, notice or other instructions
delivered to you in furtherance of any attempt to prohibit or prevent you from issuing Shares to Investor. By your signature
below, you covenant and agree to promptly and as soon as reasonably practicable provide to Investor, upon a request from
Investor, a copy of any such process, stop order, notice or other instructions.


 


 


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


 


 


 


 



    	 	36	 



     


    

 


	 	Very truly yours, 
	 	 
	 	SPI ENERGY CO., LTD.
	 	 
	 	 
	 	By:  _____________
	 	Name: _____________
	 	Title: Chairman & CEO
	 	 
	 	 






ACKNOWLEDGED AND AGREED:


 


INVESTOR:


 


ILIAD
RESEARCH AND TRADING, L.P.


 


By: Iliad Management, LLC, its General
Partner


 


By: Fife Trading, Inc., its
Manager


 


By: /s/ John M. Fife


       John M. Fife, President


 


 


TRANSFER AGENT:




VSTOCK TRANSFER, LLC


 


By:__________________________


Name:________________________


Title: ________________________


 


Attachments:


 


Exhibit A       Form of Lender Conversion Notice


Exhibit B       Form of Redemption Notice


 


 


 


[Signature Page to Irrevocable Letter
of Instructions to Transfer Agent]


 


 






    	 	37	 



     


    

 


	 	Very truly yours, 
	 	 
	 	SPI ENERGY CO., LTD.
	 	 
	 	 
	 	By:  _____________
	 	Name: Xiabfeng Peng
	 	Title: Chief Executive Officer
	 	 
	 	 




ACKNOWLEDGED AND AGREED:


 


INVESTOR:


 


ILIAD RESEARCH AND TRADING, L.P.


 


By: Iliad Management, LLC, its General Partner


 





By: Fife Trading, Inc., its
Manager


 


By: /s/ John M. Fife


      John
M. Fife, President


 


 


TRANSFER AGENT:




VSTOCK TRANSFER, LLC


 


By: _______________________


Name:  _____________________


Title:  ______________________


 


 


Attachments:


 


Exhibit A       Form of Lender Conversion Notice


Exhibit B       Form of Redemption Notice


 


 


 


 


 


 


[Signature Page to Irrevocable Letter
of Instructions to Transfer Agent]


 






    	 	38	 



     


    

 


 


Exhibit C


  


SPI ENERGY CO., LTD.


 


SECRETARY’S
CERTIFICATE





 


I, 彭'J'峰 Feng , hereby
certify that I am the duly elected, qualified and acting Secretary of SPI Energy Co., Ltd., a Cayman Islands corporation
(“Company”), and I am authorized to execute this Secretary’s Certificate (this
“Certificate”) on behalf of Company. This Certificate is delivered in connection with that certain
Securities Purchase Agreement dated May 28, 2019 (the “Purchase Agreement”), by and between Company and
Iliad Research and Trading, L.P., a Utah limited partnership.


 


Solely in my capacity
as Secretary, I certify that Schedule 1 attached hereto is a true, accurate and complete copy of all of the resolutions
adopted by the Board of Directors of Company (the “Resolutions”) approving and authorizing the execution, delivery
and performance of the Purchase Agreement and related documents to which Company is a party on the date hereof, and the transactions
contemplated thereby. Such Resolutions have not been amended, rescinded or modified since their adoption and remain in effect as
of the date hereof.


 


IN WITNESS WHEREOF, I have made this Secretary’s
Certificate effective as of May 28, 2019.


 


 





	 	SPI Energy Co., Ltd.
	 	 
	 	_______________________
	 	Printed Name: 彭'J'峰
Feng
	 	Title: Secretary



 


 


 


 


 


 






    	 	39	 



     


    

 


Schedule 1 


 


BOARD RESOLUTIONS




 


[attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	40	 



     


    

 





SPI ENERGY CO., LTD.


RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS


 





 



 


Effective
May 28, 2019


 





 




 


APPROVAL
OF FINANCING


 


WHEREAS,
the Board of Directors (the “Board”) of SPI Energy Co., Ltd., a Cayman Islands corporation (“Company”),
has determined that it is in the best interests of Company to seek financing in the amount of $1,250,000.00 through the issuance
and sale to Iliad Research and Trading, L.P., a Utah limited partnership (“Investor”), of a Convertible Promissory
Note (the “Financing”);


 


WHEREAS,
the terms of the Financing are reflected in a Securities Purchase Agreement substantially in the form attached hereto as Exhibit
A (the “Purchase Agreement”), a Convertible Promissory Note issued by Company to Investor in the original
principal amount of $1,331,500.00 substantially in the form attached hereto as Exhibit B (the “Note”),
an Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit C, a Share
Issuance Resolution substantially in the form attached hereto as Exhibit D (“Share Issuance Resolution”),
and all other agreements, certificates, instruments and documents being or to be executed and delivered under or in connection
with the Financing (collectively, the “Financing Documents”); and


 


WHEREAS,
the Board, having received and reviewed the Financing Documents, believes that it is in the best interests of Company and its stockholders
to approve the Financing and the Financing Documents and authorize the officers of Company to execute such documents.


 


NOW, THEREFORE, BE IT:


 


RESOLVED,
that the Financing is hereby approved and determined to be in the best interests of Company and its stockholders;


 


RESOLVED
FURTHER, that the form, terms and provisions of the Financing Documents (including all exhibits, schedules and other attachments
thereto) are hereby ratified, confirmed and approved;


 


RESOLVED
FURTHER, that the Note shall be duly and validly issued upon the issuance and delivery thereof in accordance with the Purchase
Agreement;


 


RESOLVED
FURTHER, that the Conversion Shares (as defined in the Note) shall be duly authorized, validly issued, fully paid for and non-assessable
upon the issuance and delivery thereof in accordance with the Note;


 


RESOLVED
FURTHER, that Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance
under the Note such number of shares of Company’s Ordinary Shares required under the Purchase Agreement (the “Share
Reserve”);


 


RESOLVED
FURTHER, that the fixed number of Ordinary Shares set forth in the Share Issuance Resolution to be reserved by the transfer agent
is not meant to limit or restrict in any way the resolutions contained herein, including without limitation the calculation of
the Share Reserve under the Purchase Agreement, as required from time to time;


 


 


 






    	 	41	 



     


    

 


RESOLVED
FURTHER, that each of the officers of Company be, and each of them hereby is, authorized to instruct the transfer agent to increase
the Share Reserve, from time to time, in the incremental amount set forth in the Share Issuance Resolution; provided, however,
that any decrease in the Share Reserve held by the transfer agent will require the prior written consent of Investor;


 


RESOLVED
FURTHER, that in the event of any conflict between these resolutions and the Share Issuance Resolution, these resolutions shall
control;


 


RESOLVED
FURTHER, that with respect to each Conversion (as defined in the Note) under the Note, the reduction in the Outstanding Balance
(as defined in the Note and as the same may increase or decrease pursuant to the terms of the Note) in an amount equal to the applicable
Conversion Amount (as defined in the Note) or Redemption Amount (as defined in the Note) being converted into Conversion Shares
shall constitute fair and adequate consideration to Company for the issuance of the applicable Conversion Shares, regardless of
the conversion price used to determine the number of Conversion Shares deliverable with respect to any Conversion;


 


RESOLVED
FURTHER, that each of the officers of Company be, and each of them hereby is, authorized to execute and deliver in the name of
and on behalf of Company, each of the Financing Documents and any other related agreements (with such additions to, modifications
to, or deletions from such documents as the officer approves, such approval to be conclusively evidenced by such execution and
delivery), to conform Company’s minute books and other records to the matters set forth in these resolutions, and to take
all other actions on behalf of Company as any of them deem necessary, required, or advisable with respect to the matters set forth
in these resolutions;


 


RESOLVED
FURTHER, that the Board hereby determines that all acts and deeds previously performed by the Board and other officers of Company
relating to the foregoing matters prior to the date of these resolutions are ratified, confirmed and approved in all respects as
the authorized acts and deeds of Company; and


 


RESOLVED
FURTHER, that all prior actions or resolutions of Company’s directors that are inconsistent with the foregoing are hereby
amended, corrected and restated to the extent required to be consistent herewith.


 


******************


 


EXHIBITS ATTACHED TO BOARD RESOLUTIONS:


 


Exhibit A        PURCHASE AGREEMENT


Exhibit B        NOTE


Exhibit C        TRANSFER AGENT LETTER


Exhibit D        SHARE ISSUANCE RESOLUTION


 


[Remainder
of page intentionally left blank]


 


 


 


 


 






    	 	42	 



     


    

 


Exhibit D


 


 


SHARE ISSUANCE RESOLUTION


AUTHORIZING THE ISSUANCE OF NEW ORDINARY
SHARES IN


 


SPI ENERGY
CO., LTD.


 





 



 


Effective May 28, 2019


 








 



 


The
undersigned, as a qualified officer of SPI Energy Co., Ltd., a Cayman Islands corporation (“Company”), hereby
certifies that this Share Issuance Resolution is authorized by and consistent with the resolutions of Company’s board of
directors (“Board Resolutions”) regarding that certain Convertible Promissory Note in the face amount of $1,331,500.00
with an original issuance date of May 28, 2019 (the “Note”), made by Company in favor of Iliad Research and
Trading, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”), pursuant to that certain
Securities Purchase Agreement dated May 28, 2019, by and between Company and Investor (the “Purchase Agreement”).


 


RESOLVED,
that VStock Transfer, LLC, as transfer agent (including any successor transfer agent, the “Transfer Agent”)
of shares of Company’s Ordinary Shares, $0.0001 par value per share (“Ordinary Shares”), is authorized
to rely upon:


 


		(i)	a Lender Conversion Notice substantially in the form of Exhibit A attached hereto, whether
an original or a copy (the “Lender Conversion Notice”), and



 


		(ii)	a Redemption Notice substantially in the form of Exhibit B attached hereto, whether an original
or a copy (the “Redemption Notice”),



 


 in each case without any further
inquiry, to be delivered to the Transfer Agent from time to time either by Company or Investor.


 


RESOLVED FURTHER, that the Transfer Agent
is authorized to issue the number of:


 


		(i)	“Lender Conversion Shares” (representing Ordinary Shares) set forth in each Lender
Conversion Notice delivered to the Transfer Agent,



 


		(ii)	“Redemption Conversion Shares” (representing Ordinary Shares) set forth in each Redemption
Notice delivered to the Transfer Agent, and



 


		(iii)	all additional Ordinary Shares Company may subsequently instruct the Transfer Agent to issue in
connection with any of the foregoing or otherwise under the Note,



 


with such shares to be issued
in the name of Investor, or its successors, transferees, or designees, free of any restricted security legend, as permitted by
the Note.


 


 


 






    	 	1	 



     


    

 


RESOLVED FURTHER,
that consistent with the terms of the Purchase Agreement, the Transfer Agent is authorized and directed to immediately create
a share reserve equal to 1,800,000 shares of Company’s Ordinary Shares for the benefit of Investor (the “Share
Reserve”); provided that the Share Reserve may increase in increments of 100,000 shares from time to time by
written instructions provided to the Transfer Agent by Company or Investor as required by the Purchase Agreement and as contemplated
by the Board Resolutions.


 


RESOLVED FURTHER, that
Investor and the Transfer Agent may rely upon the more general approvals and authorizations set forth in the Board Resolutions,
and the Transfer Agent is hereby authorized and directed to take those further actions approved under the Board Resolutions.


 


RESOLVED FURTHER, that
Investor must consent in writing to any reduction of the Share Reserve held by the transfer agent; provided, however, that
upon full conversion and/or full repayment of the Note, the Share Reserve will terminate thirty (30) days thereafter.


 


RESOLVED FURTHER, that
Company shall indemnify the Transfer Agent and its employees against any and all loss, liability, damage, claim or expenses incurred
by or asserted against the Transfer Agent arising from any action taken by the Transfer Agent in reliance upon this Share Issuance
Resolution.


 


Nothing in this Share
Issuance Resolution shall limit or restrict those resolutions and authorizations set forth in the Board Resolutions, including
without limitation increasing the Share Reserve from time to time required by the Purchase Agreement.


 


The undersigned officer
of Company hereby certifies that this is a true copy of Company’s Share Issuance Resolution, effective as of the date set
forth below, and that said resolution has not been in any way rescinded, annulled, or revoked, but the same is still in full force
and effect.


 


 


	_______________________	5/28/2019
	Officer’s Signature	Date
	 	 
	 	 
	 	 
	Feng               Chairman & CEO	 
	Printed
Name and Title	 
	 	 



 



 


EXHIBITS ATTACHED TO SHARE ISSUANCE RESOLUTION:


 


Exhibit A          Lender Conversion Notice


Exhibit B          Redemption Notice


 


 


 






    	 	2