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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/19 SPI Energy Co., Ltd. 20-F 12/31/18 143:9.5M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.16M 2: EX-4.49 Share Purchase Agreement HTML 74K 3: EX-4.50 Share Purchase Agreement HTML 74K 4: EX-4.51 Share Purchase Agreement HTML 74K 5: EX-4.52 Share Purchase Agreement HTML 73K 6: EX-4.53 Share Purchase Agreement HTML 74K 7: EX-4.54 Share Purchase Agreement HTML 99K 9: EX-13.1 Certification by the Chief Executive Officer HTML 36K 8: EX-12.1 Certification by the Chief Executive Officer HTML 41K 10: EX-15.1 Consent of Independent Registered Public HTML 37K Accounting Firm 11: EX-15.2 Consent HTML 36K 18: R1 Document and Entity Information HTML 65K 19: R2 Consolidated Balance Sheets HTML 182K 20: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 21: R4 Consolidated Statements of Operations HTML 151K 22: R5 Consolidated Statements of Comprehensive Loss HTML 69K 23: R6 Consolidated Statements of Equity (Deficit) HTML 97K 24: R7 Consolidated Statements of Cash Flows HTML 210K 25: R8 Reconciliation of Cash HTML 47K 26: R9 1. Description of Business and Organization HTML 55K 27: R10 2. Going Concern HTML 44K 28: R11 3. Summary of Significant Accounting Policies HTML 212K 29: R12 4. Disposition of SPI China HTML 65K 30: R13 5. Business Acquisitions HTML 46K 31: R14 6. Deconsolidation of Sinsin HTML 51K 32: R15 7. Restricted Cash HTML 39K 33: R16 8. Accounts Receivable HTML 54K 34: R17 9. Inventories, net HTML 42K 35: R18 10. Project Assets HTML 44K 36: R19 11. Prepaid Expenses and Other Current Assets HTML 46K 37: R20 12. Intangible Assets HTML 52K 38: R21 13. Goodwill HTML 41K 39: R22 14. Property, Plant and Equipment HTML 46K 40: R23 15. Investment in Affiliates HTML 41K 41: R24 16. Fair Value Measurement HTML 43K 42: R25 17. Accrued Liabilities HTML 44K 43: R26 18. Advance From Customers HTML 38K 44: R27 19. Short-term Borrowings and Long-term Borrowings HTML 51K 45: R28 20. Convertible Bonds HTML 48K 46: R29 21. Other Liabilities HTML 47K 47: R30 22. Shareholders' Equity (Deficit) HTML 40K 48: R31 23. Share-based Compensation HTML 102K 49: R32 24. Income Taxes HTML 75K 50: R33 25. Net Loss Per Share HTML 49K 51: R34 26. Commitments and Contingencies HTML 46K 52: R35 27. Concentration Risk HTML 45K 53: R36 28. Segment information HTML 57K 54: R37 29. Related Party Transactions HTML 40K 55: R38 30. Subsequent Events HTML 41K 56: R39 3. Summary of Significant Accounting Policies HTML 305K (Policies) 57: R40 1. Description of Business and Organization HTML 41K (Tables) 58: R41 3. Summary of Significant Accounting Policies HTML 141K (Tables) 59: R42 4. Disposition of SPI China (Tables) HTML 66K 60: R43 5. Business Acquisitions (Tables) HTML 42K 61: R44 6. Deconsolidation of Sinsin (Tables) HTML 44K 62: R45 8. Accounts Receivable (Tables) HTML 49K 63: R46 9. Inventories, net (Tables) HTML 42K 64: R47 10. Project Assets (Tables) HTML 41K 65: R48 11. Prepaid Expenses and Other Current Assets HTML 42K (Tables) 66: R49 12. Intangible Assets (Tables) HTML 53K 67: R50 13. Goodwill (Tables) HTML 41K 68: R51 14. Property, Plant and Equipment (Tables) HTML 44K 69: R52 17. Accrued liabilities (Tables) HTML 42K 70: R53 19. Short-term borrowings and long-term borrowings HTML 50K (Tables) 71: R54 21. Other liabilities (Tables) HTML 42K 72: R55 23. Share-based Compensation (Tables) HTML 104K 73: R56 24. Income Taxes (Tables) HTML 73K 74: R57 25. Net Loss Per Share (Tables) HTML 51K 75: R58 26. Commitments and Contingencies (Tables) HTML 40K 76: R59 27. Concentration Risk (Tables) HTML 46K 77: R60 28. Segment information (Tables) HTML 60K 78: R61 2. Going Concern (Details Narrative) HTML 55K 79: R62 3. Summary of Significant Accounting Policies HTML 50K (Details - PPE useful lives) 80: R63 3. Summary of Significant Accounting Policies HTML 92K (Details - Disaggregation of revenue by revenue stream) 81: R64 3. Summary of Significant Accounting Policies HTML 62K (Details - By timing of revenue recognition) 82: R65 3. Summary of Significant Accounting Policies HTML 42K (Details - Contract balance) 83: R66 3. Summary of Significant Accounting Policies HTML 44K (Details - Capitalized interest) 84: R67 3. Summary of Significant Accounting Policies HTML 43K (Details Narrative) 85: R68 4. Disposition of SPI China (Details - Balance HTML 136K Sheet) 86: R69 4. Disposition of SPI China (Details - Statement HTML 84K of operation) 87: R70 4. Disposition of SPI China (Details Narrative) HTML 45K 88: R71 5. Business Acquisitions (Details) HTML 65K 89: R72 5. Business Acquisitions (Details Narrative) HTML 49K 90: R73 6. Deconsolidation of Sinsin (Details) HTML 78K 91: R74 6. Deconsolidation of Sinsin (Details Narrative) HTML 38K 92: R75 7. Restricted cash (Details Narrative) HTML 39K 93: R76 8. Accounts Receivable (Details - Accounts HTML 53K receivable) 94: R77 8. Accounts Receivable (Details - Allowance for HTML 48K Doubtful Accounts) 95: R78 8. Accounts Receivable (Details Narrative) HTML 48K 96: R79 9. Inventories (Details) HTML 45K 97: R80 9. Inventories (Details Narrative) HTML 40K 98: R81 10. Project Assets (Details) HTML 44K 99: R82 10. Project Assets (Details Narrative) HTML 52K 100: R83 11. Prepaid expenses and other current assets HTML 47K (Details) 101: R84 11. Prepaid expenses and other current assets HTML 50K (Details Narrative) 102: R85 12. Intangible Assets (Details - Intangible HTML 54K Assets) 103: R86 12. Intangible Assets (Details - Future HTML 57K Amortization) 104: R87 12. Intangible Assets (Details Narrative) HTML 42K 105: R88 13. Goodwill (Details - Goodwill) HTML 43K 106: R89 13. Goodwil (Details Narrative) HTML 43K 107: R90 14. Property, Plant and Equipment (Details) HTML 60K 108: R91 14. Property, Plant and Equipment (Details HTML 41K Narrative) 109: R92 15. Investment in Affiliates (Details Narrative) HTML 59K 110: R93 16. Fair value measurement (Details Narrative) HTML 47K 111: R94 17. Accrued liabilities (Details) HTML 51K 112: R95 19. 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Stock-based Compensation (Details - Non-vested HTML 89K options) 125: R108 23. Stock-based Compensation (Details - RSU's) HTML 57K 126: R109 23. Stock-based Compensation (Details Narrative) HTML 41K 127: R110 24. Income Taxes (Details - Loss before Provision) HTML 45K 128: R111 24. Income Taxes (Details - Provision for income HTML 67K taxes) 129: R112 24. Income Taxes (Details - Tax reconciliation) HTML 76K 130: R113 24. Income Taxes (Details - Deferred income taxes) HTML 86K 131: R114 24. Income Taxes (Details Narrative) HTML 53K 132: R115 25. Net Loss Per Share (Details - Basic and HTML 55K Diluted) 133: R116 25. Net Loss Per Share (Details - Antidilutive HTML 44K shares) 134: R117 26. Commitments and Contingencies (Details - HTML 56K Minimum lease payments) 135: R118 26. Commitments and Contingencies (Details HTML 42K Narrative) 136: R119 27. Concentration Risk (Details - Accounts HTML 55K receivable risk) 137: R120 28. Segment information (Details - By Product) HTML 53K 138: R121 28. Segment information (Details - Geographic) HTML 54K 139: R122 28. Segment information (Details - Long-lived HTML 53K assets) 140: R123 29. Related Party Transactions (Details Narrative) HTML 43K 142: XML IDEA XML File -- Filing Summary XML 264K 141: EXCEL IDEA Workbook of Financial Reports XLSX 153K 12: EX-101.INS XBRL Instance -- spi-20181231 XML 2.86M 14: EX-101.CAL XBRL Calculations -- spi-20181231_cal XML 400K 15: EX-101.DEF XBRL Definitions -- spi-20181231_def XML 825K 16: EX-101.LAB XBRL Labels -- spi-20181231_lab XML 1.62M 17: EX-101.PRE XBRL Presentations -- spi-20181231_pre XML 1.32M 13: EX-101.SCH XBRL Schema -- spi-20181231 XSD 264K 143: ZIP XBRL Zipped Folder -- 0001683168-19-001261-xbrl Zip 233K
Exhibit 4.52
PURCHASE AGREEMENT
This Purchase Agreement (this “Agreement”), dated as of January 15, 2019 (the “Effective Date”), is by and between LIM Joo Heng, a Malaysia resident with passport ID: A38683852 (the “Purchaser”), and SPI Energy Co., Ltd., a company incorporated under the laws of the Cayman Islands (the “Company”). Each of the Purchaser and the Company is referred to herein each as a “Party”, and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, the Company and the Purchaser desire to provide for the issuance, sale and purchase of certain number of ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), on the terms and conditions set forth in this Agreement; and
WHEREAS, the Company and the Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the issuance, sale and purchase of certain Ordinary Shares and related transactions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Purchaser agree as follows:
ARTICLE
I
PURCHASE AND SALE
Section 1.1 Issuance, Sale and Purchase of Shares. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, the Company agrees to issue, sell and deliver to the Purchaser, free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, claim or restriction of any kind or nature other than those imposed by the Articles of Association and Bylaws of the Company, and the Purchaser agrees to purchase from the Company, on the Closing Date (as defined below), 500,000 Ordinary Shares (the “Purchase Shares”).
Section 1.2 Purchase Price. The Purchaser shall pay an aggregate purchase price of US$ 580,000 (the “Purchase Price”) for the Purchase Shares.
Section 1.3 Closing.
(a) Upon the terms and subject to the conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchase Shares shall take place at a place determined by the Company at 9:00 A.M. New York time on a date that is no later than April 15, 2019 or at such other time or on such other date that is agreed upon in writing by the Company and the Purchaser (the “Closing Date”).
(b) At or before the Closing, the Purchaser shall deliver the Purchase Price by wire transfer in immediately available funds to the Company’s bank account designated by the Company in a written notice to the Purchaser. At the Closing, the Purchaser shall deliver a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Section 1.4(b).
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(c) After the Closing and as soon as practicable, the Company shall make entry or entries in the register of members of the Company and deliver to the Purchaser the following items:
(i) A share certificate (x) representing the number of Purchase Shares and (y) evidencing the Purchaser as the holder of the Purchase Shares with the rights of a holder of Ordinary Shares under the Articles of Association and the Bylaws of the Company, such rights being the same as the rights of other holders of Ordinary Shares.
(ii) A copy of the updated register of members of the Company evidencing the Purchaser as the holder of the Purchase Shares.
Section 1.4 Closing Conditions.
The obligations of the Company to issue and sell the Purchase Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion:
(a) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchase Shares shall have been completed and all corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchase Shares shall have been completed.
(b) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and the Purchaser shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.
(c) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial in relation to the Company.
ARTICLE
II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing, as follows:
(a) Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.
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(b) Due Issuance of the Purchase Shares. The Purchase Shares of the Company have been duly authorized and, when issued and delivered to the Purchaser and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and free of any liens or encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal, securities laws and the Articles of Association and the Bylaws of the Company.
(c) Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.
(d) Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.
(e) Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of the Purchaser in Section 2.2(f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange Commission.
Section 2.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows:
(a) Authority. It has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder.
(b) Valid Agreement. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
(c) Consents. Neither the execution and delivery by it of this Agreement nor the consummation by it of any of the transactions contemplated hereby nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.
(d) No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by it with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.
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(e) Status and Investment Intent.
(i) Experience. It has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchase Shares. It is capable of bearing the economic risks of such investment, including a complete loss of its investment.
(ii) Purchase Entirely for Own Account. It is acquiring the Purchase Shares for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. It does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchase Shares in violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or other applicable laws.
(iii) Not U.S. person. It is not a “U.S. person” (as such term is defined in Regulation S of the Securities Act) and is not purchasing the Purchase Shares for the account or benefit of any “U.S. person”.
(iv) Distribution Compliance Period. It acknowledges that all offers and sales of the Purchase Shares before the end of the “distribution compliance period” (as such term is defined in Regulation S of the Securities Act) be made only in accordance with Regulation S of the Securities Act, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom.
(v) Restrictive Legend. It understands that the certificate evidencing the Purchase Shares will bear a legend or other restriction substantially to the following effect:
“THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.”
(vi) No Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.
(f) Financing. It has sufficient funds available to it to purchase all of the Purchase Shares pursuant to this Agreement.
ARTICLE
III
MISCELLANEOUS
Section 3.1 Lockup. Without the prior written consent of the Company, the Purchaser shall not sell, give, assign, hypothecate, pledge, encumber, grant a security interest in or otherwise dispose of, or suffer to exist (whether by operation of law or otherwise) any encumbrance on, any of the Purchase Shares, or any right, title or interest therein or thereto, prior to the date that is 90 days after the Closing Date.
Section 3.2 Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the Closing Date. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representations or warranty and such claims shall survive until finally resolved.
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Section 3.3 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time prior to Closing, (i) by mutual agreement of the Parties, (ii) by the Purchaser in the event that the Closing has not occurred by the date that is 90 days from the date of this Agreement. Nothing in this Section 3.3 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.
Section 3.4 Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.
Section 3.5 Dispute Resolution. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, performance breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of any Party to the dispute with notice (the “Arbitration Notice”) to the other Party.
(a) The Dispute shall be settled in Hong Kong in a proceeding conducted in English by one (1) arbitrator from the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.
(b) Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents reasonably requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.
(c) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.
(d) During the course of the arbitral tribunal's adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.
Section 3.6 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.
Section 3.7 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.
Section 3.8 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.
Section 3.9 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:
If to the Purchaser, at: |
#04-152,Block St 51, Singapore 650532 Tel:+65-96267559
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If to the Company, at: | SPI Energy Co., Ltd. 4677 Old Ironside Drive, Suite 190, Santa Clara, CA 95054 USA
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Any Party may change its address for purposes of this Section 3.9 by giving the other Party a written notice of the new address in the manner set forth above.
Section 3.10 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.
Section 3.11 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
Section 3.12 Fees and Expenses. Except as otherwise provided in this Agreement, each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.
Section 3.13 Public Announcements. The Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company unless otherwise required by securities laws or other applicable law.
Section 3.14 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
Section 3.15 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.
Section 3.16 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.
SPI Energy Co., Ltd. | ||
By: | /s/ Xiaofeng Peng | |
Name: Xiaofeng Peng | ||
Title: Chief Executive Officer | ||
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Purchaser: | ||
LIM Joo Heng | ||
By: | /s/ LIM Joo Heng | |
Name: LIM Joo Heng | ||
Title: |
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This ‘20-F’ Filing | Date | Other Filings | ||
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Filed on: | 4/30/19 | |||
4/15/19 | ||||
1/15/19 | ||||
For Period end: | 12/31/18 | 6-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/23 SPI Energy Co., Ltd. 10-K 12/31/22 129:11M GlobalOne Filings Inc/FA 4/01/22 SPI Energy Co., Ltd. 10-K 12/31/21 133:11M GlobalOne Filings Inc/FA 11/23/21 SPI Energy Co., Ltd. 20-F/A 12/31/20 127:8.2M GlobalOne Filings Inc/FA 10/29/21 SPI Energy Co., Ltd. 20-F/A 12/31/20 126:13M GlobalOne Filings Inc/FA 4/29/21 SPI Energy Co., Ltd. 20-F 12/31/20 128:8.1M GlobalOne Filings Inc/FA |