0000902595-16-000062.txt : 20160919 0000902595-16-000062.hdr.sgml : 20160919 20160916180632 ACCESSION NUMBER: 0000902595-16-000062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160916 GROUP MEMBERS: MELODIOUS INTERNATIONAL INVESTMENTS GROUP LTD GROUP MEMBERS: MELODIOUS INVESTMENTS CO LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnSync, Inc. CENTRAL INDEX KEY: 0001140310 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 391987014 STATE OF INCORPORATION: WI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82935 FILM NUMBER: 161890287 BUSINESS ADDRESS: STREET 1: N93 W14475 WHITTAKER WAY CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 262-253-9800 MAIL ADDRESS: STREET 1: N93 W14475 WHITTAKER WAY CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 FORMER COMPANY: FORMER CONFORMED NAME: ZBB ENERGY CORP DATE OF NAME CHANGE: 20010509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: He Jilun CENTRAL INDEX KEY: 0001684251 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 45F, CHINA RESOURCES BUILDING STREET 2: 26 HARBOUR ROAD, WAN CHAI CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D 1 te131085_sc13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

EnSync, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

98876R204

(CUSIP Number)

Yancie Zhang

Melodious Investments Company Limited

45F, China Resources Building , 26 Harbour Road, Wan Chai, Hong Kong

Telephone: +852- 39566776

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 16, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 98876R204


1	NAME OF REPORTING PERSONS Melodious Investments Company Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 25,000,000 shares of common stock1
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 25,000,000 shares of common stock1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000 shares of common stock1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

Consists of (i) 8,000,000 shares of Common Stock to be held by Melodious Investments Company Limited (“MICL”) at the closing, and (ii) 17,000,000 shares of Common Stock issuable upon the conversion of 11,353 shares of the issuer’s Series C Convertible Preferred Stock to be held by MICL at the closing, assuming such preferred stock is convertible within 60 days from the date of acquisition. See Item 5. MICL is a British Virgin Islands company wholly owned by Melodious International Investments Group Limited (“MII Group Limited”), which is a British Virgin Islands company wholly owned by Jilun He. Jilun He is the sole director of each of MICL and MII Group Limited. The business address of each of MICL and MII Group Limited is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

Percentage calculated based on 64,752,821 shares of Common Stock, consisting of (i) 47,752,821 shares of Common Stock outstanding as of September 8, 2016 as disclosed in the issuer’s annual report on Form 10-K filed with the Securities Exchange and Commission on September 8, 2016 and (ii) 17,000,000 shares of Common Stock (see Note 1 above).

SCHEDULE 13D

CUSIP No. 98876R204


1	NAME OF REPORTING PERSONS Melodious International Investments Group Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 25,000,000 shares of common stock1
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 25,000,000 shares of common stock1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000,000 shares of common stock1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6%2
14	TYPE OF REPORTING PERSON (See Instructions) CO

Consists of (i) 8,000,000 shares of Common Stock to be held by MICL at the closing, and (ii) 17,000,000 shares of Common Stock issuable upon the conversion of 11,353 shares of the issuer’s Series C Convertible Preferred Stock to be held by MICL at the closing, assuming such preferred stock is convertible within 60 days from the date of acquisition. See Item 5. MICL is a British Virgin Islands company wholly owned by MII Group Limited, which is a British Virgin Islands company wholly owned by Jilun He. Jilun He is the sole director of each of MICL and MII Group Limited. The business address of each of MICL and MII Group Limited is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

SCHEDULE 13D

CUSIP No. 98876R204


1	NAME OF REPORTING PERSONS Jilun He
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,861,776 shares of common stock
		8	SHARED VOTING POWER 25,000,000 shares of common stock1
		9	SOLE DISPOSITIVE POWER 3,861,776 shares of common stock
		10	SHARED DISPOSITIVE POWER 25,000,000 shares of common stock1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,861,776 shares of common stock2
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.6%3
14	TYPE OF REPORTING PERSON (See Instructions) IN

Consists of (i) 8,000,000 shares of Common Stock to be held by MICL at the closing, and (ii) 17,000,000 shares of Common Stock issuable upon the conversion of 11,353 shares of the issuer’s Series C Convertible Preferred Stock to be held by MICL at the closing, assuming such preferred stock is convertible within 60 days from the date of acquisition. See Item 5. MICL is a British Virgin Islands company wholly owned by Melodious International Investments Group Limited (“MII Group Limited”), which is a British Virgin Islands company wholly owned by Jilun He. Jilun He is the sole director of each of MICL and MII Group Limited. The business address of each of MICL and MII Group Limited is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

Consists of (i) 3,861,776 shares of Common Stock held by Jilun He, (ii) 8,000,000 shares of Common Stock to be held by MICL at the closing, and (iii) 17,000,000 shares of Common Stock issuable upon the conversion of 11,353 shares of the issuer’s Series C Convertible Preferred Stock to be held by MICL at the closing, assuming such preferred stock is convertible within 60 days from the date of acquisition. (See Note 1 above).

Percentage calculated based on 64752,821 shares of Common Stock, consisting of (i) 47,752,821 shares of Common Stock outstanding as of September 8, 2016 as disclosed in the issuer’s annual report on Form 10-K filed with the Securities Exchange and Commission on September 8, 2016 and (ii) 17,000,000 shares of Common Stock (see Note 1 above).

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of EnSync, Inc., a Wisconsin corporation (the “Issuer”). The Issuer’s principal executive offices are located at N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin.

Item 2. Identity and Background.

(a) - (c) This Statement is being filed by each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(i) Melodious Investments Company Limited (“MICL”), a British Virgin Islands company;

(ii) Melodious International Investments Group Limited (“MII Group Limited”), a British Virgin Islands company; and

(iii) Jilun He, a citizen of the People’s Republic of China.

MICL is a company wholly owned by MII Group Limited, which is a company wholly owned by Jilun He.

The business address of each of MICL and MII Group Limited is Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands.

The business address of Jilun He is 45F, China Resources Building , 26 Harbour Road, Wan Chai, Hong Kong.

The principal business of each of MICL and MII Group Limited is investment.

The principal business of Jilun He is merchant.

With respect to each of MICL and MII Group Limited, Jilun He is the sole director of such Reporting Person and there are no other executive officers and directors or persons holding equivalent positions of such Reporting Person.

(d), (e) During the last five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of Jilun He is the People’s Republic of China.

Item 3. Source and Amount of Funds or Other Considerations.

MICL and Jilun He entered into a share purchase agreement (the “Purchase Agreement”) dated as of August 30, 2016 with SPI Solar, Inc. (“SPI”). Pursuant to the Purchase Agreement, MICL agreed to purchase from SPI for an aggregate purchase price of $17,000,000 a total of (i) 8,000,000 shares of Common Stock (the “Sale Common Shares”), and (ii) 7,012 shares of the Issuer’s Series C-1 Convertible Preferred Stock and 4,341 shares of the Issuer’s Series C-2 Convertible Preferred Stock (collectively, the “Sale Preferred Shares”), which Sale Preferred Shares can be convertible into an aggregate of 17,000,000 shares of Common Stock subject to the terms and conditions of the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of Designation”) filed on Form 8-K by the Issuer with the Securities and Exchange Commission (the “Commission”) on April 17, 2015.

Under the Purchase Agreement, SPI agrees that in the event any of the Series C-1 Convertible Preferred Stock or Series C-2 Convertible Preferred Stock subject to the share transfer is not converted into Common Stock within six months following the closing date, MICL shall (i) be released from the obligations to pay the unpaid portion of the consideration and (ii) have the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock at a price of US$1,018.25 per share of Preferred Stock, plus an uncompounded 10% annual interest. The amount of the repurchase price shall be deducted the amount of the unpaid portion of the purchase price. The share transfer is subject to customary closing conditions. SPI will receive US$8.5 million upon the completion of the share transfer with the remainder of the purchase price to be paid by MICL within six months following the closing date.

Pursuant to the Certificate of Designation, holders of the Issuer’s Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock do not have any right to vote on any matters with respect to the Issuer, and the Reporting Persons will not be able to vote or direct the vote of the

Sale Preferred Shares until such securities are converted into shares of Common Stock pursuant to the Certificate of Designation. The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to its full text, a copy of which is included as Exhibit 99.1 of this Statement and is incorporated herein by reference. The Certificate of Designation is qualified in its entirety by reference to its full text, and is incorporated herein by reference. The closing (the “Closing”) of the transactions contemplated under the Purchase Agreement is expected to occur by late 2016.

The purchase of the Sale Common Shares and the Sale Preferred Shares was funded from the working capital of the Reporting Persons.

Jilun He purchased an aggregate of 3,861,776 shares of Common Stock in the open market for an aggregate price of $2,608,237.40, exclusive of commissions and fees. The funds for the purchase of such shares of Common Stock came from Jilun He’s cash on hand. No borrowed funds were used to purchase such shares of Common Stock.

Item 4. Purpose of Transaction.

The information set forth in Items 3, 5 and 6 of this Statement is hereby incorporated by reference in this Item 4.

The Reporting Persons will purchase the Sale Common Shares and the Sale Preferred Shares from SPI for investment purposes. Jilun He purchased the shares of Common Stock in the open market for investment purposes. The Reporting Persons intend to review their equity interest in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: current and anticipated future trading prices of the securities of the Issuer; the financial condition, results of operations and prospects of the Issuer; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Other than as set forth in this Statement, the Reporting Persons have no present plans or proposals which relate to or would result in:

(a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(b) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(c) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(d) Any material change in the present capitalization or dividend policy of the Issuer;

(e) Any other material change in the Issuer’s business or corporate structure;

(f) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(g) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(h) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(i) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) and (b). The following disclosure assumes that there were 64,752,821 shares of Common Stock outstanding and issuable as of the Closing, including (1) 47,752,821 shares of Common Stock outstanding as of September 8, 2016 as disclosed in the Issuer’s annual report on Form 10-K filed with the Securities Exchange and Commission on September 8, 2016, and (2) 17,000,000 shares of Common Stock convertible from the Sale Preferred Shares, and that the Sale Preferred Shares are convertible within 60 days of the date of the Closing.

MICL is the direct owner of (i) Sale Common Shares and (ii) Sale Preferred Shares, which can be convertible into an aggregate of 17,000,000 shares of Common Stock subject to the terms and conditions of the Certificate of Designation. Pursuant to the Certificate of Designation, the Sale Preferred Shares are convertible at a conversion price of $0.6678; provided, that (A) the Series C-1 Convertible Preferred Stock only become convertible upon the completion of five megawatts worth of solar projects (the “Projects”) in accordance with the Supply Agreement entered into by SPI and the Issuer on July 13, 2015, which is filed on Schedule 13D by SPI with the Commission on July 13, 2015 (the “Supply Agreement”) and (B) the Series C-2 Convertible Preferred Stock only become convertible upon the completion of 15 megawatts worth of Projects. The Supply Agreement is qualified in its entirety by reference to its full text, and is incorporated herein by reference. MICL and MII Group Limited are deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of 25,000,000 shares of Common Stock, representing 38.6% of the Issuer’s total issued and outstanding shares of Common Stock as of the Closing.

Jilun He is the direct owner of 3,861,776 Common Stock and the indirect owner of (i) Sale Common Shares and (ii) Sale Preferred Shares as stated above. Jilun He has the sole power vote or to direct the vote or dispose or direct the disposition of 3,861,776 shares of Common Stock, and is deemed to have the shared power to vote or to direct the vote or dispose or direct the disposition of 25,000,000 shares of Common Stock, an aggregate of which representing 44.6% of the Issuer’s total issued and outstanding shares of Common Stock as of the Closing.

Except as disclosed in Items 5(a) and 5(b), none of the Reporting Persons has beneficially own any Common Stock, or has the right to acquire any Common Stock, nor presently have the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Stock which it may be deemed to beneficially own.

(c) The trading dates, number of shares of Common Stock purchased and the price per share for all transactions in the shares of Common Stock of the Issuer effected on behalf of Jilun He within the last 60 days, which were all ordinary brokerage transactions effected on the open market, are set forth in Schedule A and are incorporated herein by reference.

Except as disclosed in this Statement, none of the Reporting Persons has effected any transaction in the Common Stock or other securities of the Issuer during the past 60 days.

(d) Except as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e)	Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 of this Statement is hereby incorporated by reference.

The Reporting Persons entered into a joint filing agreement on September 16, 2016 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.2.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. None of the Sale Common Shares, the Sale Preferred Shares or the Common Stock issuable upon conversion of the Sale Preferred Shares as beneficially owned by the Reporting Persons is pledged or otherwise subject to a contingency the occurrence of which would give a person voting power or investment power over such securities.

Item 7. Materials to be Filed as Exhibits.

Exhibit

No. Description

99.1	Share Purchase Agreement, dated August 30, 2016, among SPI Solar, Inc., Melodious Investments Company Limited and Jilun He

99.2	Joint Filing Agreement, among each Reporting Person, dated September 16, 2016.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 16, 2016

	Jilun He

	By:	/s/ Jilun He


		Melodious International Investments Group Limited

	Jilun He

	By:	/s/ Jilun He
		Name: Jilun He
		Title: Director


		Melodious Investments Company Limited


	By:	/s/ Jilun He
		Name: Jilun He
		Title: Director

SCHEDULE A

TRANSACTIONS IN PAST 60 DAYS

The following purchase transactions were made by Jilun He in open-market broker transactions:

Trade Date	Transaction	Shares	Average Per Share Price
2016-09-16	Purchase	4	0.82
2016-09-16	Purchase	20,000	0.82
2016-09-16	Purchase	70,700	0.8
2016-09-16	Purchase	100,000	0.8
2016-09-16	Purchase	100,000	0.8
2016-09-16	Purchase	84	0.78
2016-09-16	Purchase	1,783	0.76
2016-09-16	Purchase	7,300	0.78
2016-09-16	Purchase	50,000	0.78
2016-09-16	Purchase	50,000	0.78
2016-09-16	Purchase	1,609	0.77
2016-09-16	Purchase	50,000	0.77
2016-09-15	Purchase	21,300	0.77
2016-09-15	Purchase	5,100	0.77
2016-09-15	Purchase	50,000	0.749
2016-09-15	Purchase	50,000	0.749
2016-09-15	Purchase	8,400	0.753
2016-09-10	Purchase	2,000	0.77
2016-09-10	Purchase	20,200	0.768
2016-09-10	Purchase	50,000	0.77
2016-09-10	Purchase	50,000	0.77
2016-09-10	Purchase	800	0.77
2016-09-10	Purchase	50,000	0.769
2016-09-10	Purchase	19,332	0.77
2016-09-10	Purchase	50,000	0.76
2016-09-10	Purchase	50,000	0.76
2016-09-10	Purchase	200	0.75
2016-09-10	Purchase	22,683	0.749
2016-09-10	Purchase	50,000	0.749
2016-09-10	Purchase	10,989	0.748
2016-09-09	Purchase	50,000	0.748
2016-09-09	Purchase	17,127	0.76
2016-09-09	Purchase	7,400	0.75
2016-09-09	Purchase	27,215	0.717
2016-09-09	Purchase	20,000	0.75
2016-09-09	Purchase	6,100	0.75
2016-09-09	Purchase	47,044	0.749
2016-09-09	Purchase	20,000	0.72
2016-09-09	Purchase	20,000	0.73
2016-09-09	Purchase	3,334	0.72
2016-09-09	Purchase	1,650	0.7

2016-09-09	Purchase	1,600	0.762
2016-09-09	Purchase	8,200	0.758
2016-09-09	Purchase	19,800	0.749
2016-09-09	Purchase	1,700	0.769
2016-09-09	Purchase	7,333	0.75
2016-09-09	Purchase	40,400	0.77
2016-09-09	Purchase	15,100	0.75
2016-09-09	Purchase	7,500	0.75
2016-09-08	Purchase	7,589	0.76
2016-09-08	Purchase	1,300	0.75
2016-09-08	Purchase	2,500	0.75
2016-09-08	Purchase	22,900	0.75
2016-09-08	Purchase	11,400	0.75
2016-09-08	Purchase	12,200	0.75
2016-09-08	Purchase	50,000	0.75
2016-09-08	Purchase	9,900	0.741
2016-09-08	Purchase	100,000	0.75
2016-09-08	Purchase	50,000	0.749
2016-09-08	Purchase	50,000	0.749
2016-09-08	Purchase	50,000	0.748
2016-09-08	Purchase	50,000	0.747
2016-09-03	Purchase	10,000	0.77
2016-09-03	Purchase	50,000	0.77
2016-09-03	Purchase	50,000	0.77
2016-09-03	Purchase	50,000	0.77
2016-09-03	Purchase	19,300	0.77
2016-09-03	Purchase	700	0.768
2016-09-03	Purchase	596	0.768
2016-09-03	Purchase	1,750	0.75
2016-09-03	Purchase	1,500	0.74
2016-09-03	Purchase	1,200	0.735
2016-09-03	Purchase	33,103	0.742
2016-09-03	Purchase	27,199	0.73
2016-09-03	Purchase	25,597	0.73
2016-09-03	Purchase	50,000	0.73
2016-09-02	Purchase	3,000	0.74
2016-09-02	Purchase	29,592	0.73
2016-09-02	Purchase	42,100	0.73
2016-09-01	Purchase	1,900	0.73
2016-09-01	Purchase	13,500	0.73
2016-09-01	Purchase	5,200	0.73
2016-09-01	Purchase	50,000	0.73
2016-09-01	Purchase	8,406	0.73
2016-09-01	Purchase	50,000	0.73
2016-09-01	Purchase	9,400	0.67
2016-09-01	Purchase	20,000	0.67
2016-09-01	Purchase	10,000	0.67

2016-09-01	Purchase	5,000	0.68
2016-09-01	Purchase	15,500	0.67
2016-09-01	Purchase	2,500	0.67
2016-09-01	Purchase	2,500	0.68
2016-09-01	Purchase	10,000	0.68
2016-09-01	Purchase	15,000	0.67
2016-09-01	Purchase	10,000	0.68
2016-08-31	Purchase	11,300	0.728
2016-08-31	Purchase	50,000	0.73
2016-08-31	Purchase	50,000	0.73
2016-08-31	Purchase	50,000	0.73
2016-08-31	Purchase	21,387	0.72
2016-08-31	Purchase	12,519	0.72
2016-08-31	Purchase	50,000	0.72
2016-08-31	Purchase	5,554	0.71
2016-08-31	Purchase	66,058	0.7
2016-08-31	Purchase	1,000	0.69
2016-08-31	Purchase	44	0.69
2016-08-31	Purchase	6,276	0.68
2016-08-31	Purchase	50,000	0.679
2016-08-31	Purchase	12,900	0.66
2016-08-25	Purchase	10,101	0.6
2016-08-25	Purchase	10,500	0.59
2016-08-25	Purchase	15,000	0.59
2016-08-25	Purchase	15,000	0.59
2016-08-25	Purchase	28,000	0.59
2016-08-25	Purchase	12,000	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	2,500	0.59
2016-08-25	Purchase	4,900	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	5,000	0.59
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	7,000	0.59
2016-08-25	Purchase	2,142	0.59
2016-08-25	Purchase	2,500	0.585
2016-08-25	Purchase	2,500	0.586
2016-08-25	Purchase	2,500	0.59
2016-08-25	Purchase	5,500	0.59
2016-08-25	Purchase	10,000	0.59
2016-08-25	Purchase	4,200	0.59
2016-08-25	Purchase	6,500	0.589

2016-08-25	Purchase	5,200	0.59
2016-08-25	Purchase	5,800	0.59
2016-08-25	Purchase	5,000	0.59
2016-08-25	Purchase	5,000	0.59
2016-08-25	Purchase	5,000	0.6
2016-08-25	Purchase	5,800	0.6
2016-08-25	Purchase	5,400	0.6
2016-08-25	Purchase	3,800	0.6
2016-08-25	Purchase	3,800	0.6
2016-08-25	Purchase	1,200	0.599
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	5,200	0.59
2016-08-25	Purchase	5,200	0.59
2016-08-25	Purchase	1,200	0.598
2016-08-25	Purchase	580	0.6
2016-08-25	Purchase	400	0.58
2016-08-25	Purchase	3,800	0.59
2016-08-25	Purchase	3,800	0.59
2016-08-25	Purchase	1,200	0.6
2016-08-25	Purchase	3,600	0.59
2016-08-25	Purchase	3,000	0.59
2016-08-25	Purchase	1,200	0.599
2016-08-25	Purchase	4,200	0.58
2016-08-25	Purchase	4,000	0.586
2016-08-24	Purchase	4,600	0.589
2016-08-24	Sale	-100	0.565
2016-08-24	Purchase	100	0.585
2016-08-24	Purchase	11,532	0.569
2016-08-24	Purchase	13,775	0.56
2016-08-24	Purchase	2,370	0.548
2016-08-24	Purchase	100	0.61
2016-08-24	Sale	-10,000	0.584
2016-08-24	Sale	-30,000	0.626
2016-08-24	Purchase	13,000	0.61
2016-08-24	Purchase	78,991	0.599
2016-08-24	Purchase	2,100	0.59
2016-08-24	Purchase	35,175	0.59
2016-08-24	Purchase	23,116	0.58
2016-08-23	Purchase	3,900	0.49
2016-08-23	Purchase	20,000	0.49
2016-08-23	Purchase	300	0.49
2016-08-22	Purchase	2,600	0.489
2016-08-22	Purchase	5,600	0.485
2016-08-22	Purchase	200	0.48

2016-08-22	Purchase	15,864	0.48
2016-08-22	Purchase	600	0.47
2016-08-22	Purchase	30,000	0.47
2016-08-22	Purchase	20,000	0.469
2016-08-22	Purchase	10,000	0.469
2016-08-22	Purchase	100	0.45
2016-08-20	Purchase	50,000	0.46
2016-08-19	Purchase	100	0.45
2016-08-16	Purchase	1,515	0.46
2016-08-16	Purchase	100	0.46
2016-08-16	Purchase	2,000	0.456
2016-08-15	Purchase	13,328	0.446
2016-08-15	Purchase	3,694	0.44
2016-08-10	Purchase	6,444	0.46
2016-08-10	Purchase	3,100	0.45
2016-08-10	Purchase	5,258	0.43
2016-08-10	Purchase	20,000	0.44
2016-08-10	Purchase	20,000	0.459
2016-08-10	Purchase	22,800	0.44
2016-08-10	Purchase	17,000	0.459
2016-08-10	Purchase	7,191	0.444
2016-08-10	Purchase	1,400	0.44
2016-08-10	Purchase	20,000	0.439
2016-08-10	Purchase	20,000	0.44
2016-08-10	Purchase	7,100	0.44
2016-08-10	Purchase	1,500	0.446
2016-08-10	Purchase	2,200	0.438
2016-08-10	Purchase	4,100	0.42
2016-08-10	Purchase	1,150	0.44
2016-08-10	Purchase	8,350	0.42
2016-08-10	Purchase	4,500	0.42
2016-08-10	Purchase	6,300	0.45
2016-08-09	Purchase	4,600	0.42
2016-08-09	Purchase	3,900	0.43
2016-08-09	Purchase	1,100	0.42
2016-08-09	Purchase	3,000	0.44
2016-08-09	Purchase	28,500	0.42
2016-08-09	Purchase	50,000	0.42
2016-08-09	Purchase	28,568	0.46
2016-08-09	Purchase	50,000	0.46
2016-08-09	Purchase	3,000	0.46
2016-08-09	Purchase	20,000	0.46
2016-08-09	Purchase	5,797	0.46
2016-08-09	Purchase	20,000	0.459
2016-08-09	Purchase	800	0.45
2016-08-09	Purchase	20,000	0.44
2016-08-09	Purchase	20,000	0.44

2016-08-09	Purchase	20,000	0.44
2016-08-08	Purchase	20,000	0.44
2016-08-08	Purchase	20,000	0.44
2016-08-08	Purchase	4,500	0.43
2016-08-08	Purchase	20,000	0.43
2016-08-08	Purchase	10,000	0.43
2016-08-01	Purchase	3,978	0.373

EX-99.1 2 te131085_ex9901.htm SHARE PURCHASE AGREEMENT

Exhibit 99.1

SHARE PURCHASE AGREEMENT

DATED AS OF

August 30, 2016

BY AND AMONG

SPI SOLAR, INC.,

MELODIOUS INVESTMENTS COMPANY LIMITED

AND

JILUN HE

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2016, by and among Melodious Investments Company Limited, a company incorporated under the Laws of the British Virgin Islands (the “Purchaser”), SPI Solar, Inc., a company organized under the Laws of the State of Delaware (the “Seller”) and Jilun He, an individual with Hong Kong ID number of R931365(5) (the “Guarantor”).

W I T N E S S E T H :

WHEREAS, the Seller beneficially owns (i) an aggregate of 8,000,000 shares of the common stock, par value $0.01 per share (the “Common Stock”), (ii) an aggregate of 7,012 shares of series C-1 convertible preferred stock, par value $0.01 per share (the “C-1 Preferred Stock”) and (iii) an aggregate of 7,012 shares of series C-2 convertible preferred stock, par value $0.01 per share (the “C-2 Preferred Stock” and collectively with the C-1 Preferred Stock, the “Preferred Stock”) of EnSync, Inc., a Wisconsin corporation (the “Company”);

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, the Seller wishes to sell to the Purchaser and the Purchaser wishes to purchase from the Seller the Sale Shares (as defined below) beneficially owned by the Seller; and

WHEREAS, the Purchaser and the Seller desire to provide for the purchase and sale of the Sale Shares and to establish certain rights and obligations in connection therewith.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows:

ARTICLE I

SALE OF SHARES

Section 1.1 Purchase and Sale

. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Seller shall sell to the Purchaser and the Purchaser shall purchase from the Seller (i) 8,000,000 shares of Common Stock, (ii) 7,012 shares of C-1 Preferred Stock and (iii) 4,341 shares of C-2 Preferred Stock (collectively, the “Sale Shares”), for an aggregate purchase price of $17,000,000 (the “Purchase Price”).

Section 1.2 The Closing; Deliveries. (a) The closing of the purchase and sale of the Sale Shares hereunder (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong within three (3) Business Days following the date on which each of the conditions set forth in Article VI is satisfied or duly waived at the Closing or at such other place, time and/or date as shall be mutually agreed by the Seller and the Purchaser (the date of the Closing, the “Closing Date”).

(a) At the Closing, the Purchaser shall pay, or cause to be paid by Melodious International Investments Group Limited or other third party(s) as designated by the

Purchaser, 50% of the Purchase Price (equaling US$8,500,000) to the Seller’s bank account, the details of which shall be provided by the Seller to the Purchaser at least three (3) Business Days prior to the Closing Date. Delivery of such 50% of the Purchase Price shall be made against receipt by the Purchaser of one or more certificates representing the Sale Shares and the certified true copy of the register of members or shareholders of the Company evidencing that the Purchaser is a holder of the Sale Shares delivered to the Purchaser in accordance with the terms of this Agreement. For the avoidance of doubt, the unpaid portion of the Purchase Price shall be paid to the Seller no later than six (6) months after the Closing Date.

(b) The Seller shall be responsible for and shall pay any sales, use, transfer, documentary or other similar taxes that relate to the purchase and sale of the Sale Shares hereunder.

Section 1.3 Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Section 8.1.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing, as follows:

Section 2.1 Title to Shares

. Except as set forth in Section 2.1 of Schedule I hereto as of the date hereof, the Seller has good and valid title to the Sale Shares being sold by the Seller to the Purchaser hereunder, free and clear of all liens, charges, claims, security interests, restrictions, options, proxies, voting trusts or other encumbrances (“Encumbrances”). Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Sale Shares, upon delivery to the Purchaser at the Closing of certificates representing the Sale Shares and the certified true copy of the register of members or shareholders of the Company evidencing that the Purchaser is a holder of the Sale Shares, the Purchaser will acquire all of the Seller’s right, title and interest in and to the Sale Shares being sold to the Purchaser and will receive good and valid title to the Sale Shares, free and clear of any and all Encumbrances.

Section 2.2 Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted.

Section 2.3 Due Authorization. The Seller has all right, power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and each of the other Transaction

Documents to which it is a party, the sale and delivery of the Sale Shares by the Seller to the Purchaser hereunder and the compliance by the Seller with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate action of the Seller. This Agreement has been, and each of the other Transaction Documents to which the Seller is a party when executed and delivered by the Seller will be, duly and validly executed and delivered by the Seller, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Seller will constitute, a valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms except as such enforcement is limited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

Section 2.4 Consents, No Violations. Neither the execution, delivery or performance by the Seller of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the certificate of incorporation or by-laws or other organizational documents of the Seller, (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law or (ii) any provision of any material agreement or other instrument to which the Seller is a party or pursuant to which the Seller or any of its assets or properties is subject, or (c) require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Seller.

Section 2.5 Disclosure. There is no fact or information relating to the Company or any of its subsidiaries, actually known to the Seller, that would reasonably be expected to have a Material Adverse Effect and that has not been disclosed to the Purchaser by the Seller.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Seller, as of the date hereof and as of the Closing, as follows:

Section 3.1 Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization or incorporation and has the requisite corporate power and authority to carry on its business as it is now being conducted.

Section 3.2 Due Authorization. The Purchaser has all right, power and authority to enter into this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and each of the other Transaction Documents to which it is a party, the purchase of the Sale Shares by the Purchaser from the Seller and the compliance by the Purchaser with each of the provisions of this Agreement and each of the Transaction Documents to which it is a party (a) are within the power and authority of the Purchaser and (b) have been duly authorized by all necessary action on the part of the Purchaser. This Agreement has been, and each of the other Transaction Documents to which it is a party

when executed and delivered by the Purchaser will be, duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Purchaser will constitute, a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its respective terms except as such enforcement is limited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

Section 3.3 Consents, No Violations. Neither the execution, delivery or performance by the Purchaser of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby will (a) conflict with, or result in a breach or a violation of, any provision of the organizational documents of the Purchaser, (b) constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under (i) any Law, or (ii) any provision of any material agreement or other instrument to which the Purchaser is a party or pursuant to which the Purchaser or its assets or properties is subject, or (c) except for any consents waived or obtained prior to or at the Closing, require any consent, approval or authorization of, notification to, filing with, or exemption or waiver by, any Governmental Entity or any other Person on the part of the Purchaser.

Section 3.4 Availability of Funds. The Purchaser has, or will have prior to the Closing, available sufficient funds to pay the Purchase Price.

Section 3.5 Status and Investment Intent.

(a) The Purchaser 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 Sale Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(b) The Purchaser is acquiring the Sale Shares that it is purchasing pursuant to this Agreement for investment 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. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Sale Shares in violation of the Securities Act or any other applicable state securities law.

(c) The Purchaser was not identified or contacted through the marketing of the Sale Shares. The Purchaser did not contact the Seller as a result of any general solicitation or directed selling efforts. The Purchaser acknowledges that the Sale Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

ARTICLE IV

PRE-CLOSING COVENANTS

Section 4.1 Commercially Reasonable Best Efforts to Complete. Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws to make effective and consummate the transactions contemplated by this Agreement.

ARTICLE V

ADDITIONAL COVENANTS

Section 5.1 Purchase Price Payment. The Purchaser shall pay, or cause to be paid by Melodious International Investments Group Limited or other third party(s) as designated by the Purchaser, the unpaid portion of the Purchase Price to the Seller as soon as practicable after the Closing and in no event later than six (6) months following the Closing Date.

Section 5.2 Purchaser’s Put Option. In the event that any of the C-1 Preferred Stock or the C-2 Preferred Stock is not converted into shares of common stock of the Company within six (6) months following the Closing Date, the Purchaser shall, at any time after such six (6) months have lapsed following the Closing Date, (i) be released from any and all obligations to pay the unpaid portion of the Purchase Price pursuant to Section 5.1 hereof, and (ii) have the right to request the Seller to repurchase such C-1 Preferred Stock and the C-2 Preferred Stock, in whole or in part, at a price of $1,018.25 per share of Preferred Stock, plus an uncompounded 10% annual interest (“Repurchase Price”) calculated commencing from the Closing Date to the date the Seller makes the full payment of the Repurchase Price, provided however, such Repurchase Price shall be deducted the amount of the unpaid portion of the Purchase Price pursuant to Section 5.1 hereof. The Seller shall consummate the repurchase of the Preferred Stock within ten (10) Business Days upon receipt of the written notice from the Purchaser requesting such repurchase pursuant to this Section 5.2.

Section 5.3 Seller’s Obligation to Convert Preferred Stock. The Seller agrees and acknowledges that (a) the transactions contemplated hereby shall not alter the conditions for the Preferred Stock to convert into Common Stock as stipulated in the certificate of designation issued by the Company to the Seller on July 13, 2015 and the supply agreement entered into by and between the Company and the Seller on July 13, 2015, respectively; and (b) the Seller, not the Purchaser, shall have the obligations to use its commercially best efforts to fulfill the conditions for the conversion of the Preferred Stock into Common Stock following the Closing hereof.

Section 5.4 Guarantee and Indemnity. Guarantor hereby irrevocably and unconditionally:

(a) guarantees to the Seller the performance of all of the obligations of the Purchaser under the Transaction Documents;

(b) undertakes to the Seller that whenever the Purchaser does not pay any amount when due under or in connection with the Transaction Documents, Guarantor shall immediately on demand pay that amount as if he were the principal obligor; and

(c) undertakes to the Seller that, if any amount that would otherwise be claimed by the Seller under paragraphs (a) and (b) above is for any reason not recoverable thereunder on the basis of a guarantee, Guarantor shall, as a principal debtor and primary obligor, indemnify the Seller immediately on demand against any cost, loss or liability that the Seller may incur or suffer as a result of the Obligor not paying any amount when (if such amount were recoverable by the Seller) it would have had to pay under paragraphs (a) and (b) above if the amount claimed had been recoverable on the basis of a guarantee.

Section 5.5 Continuing Guarantee. The guarantee hereunder is a continuing guarantee and will extend to the ultimate balance of sums payable by the Purchaser under the Transaction Documents, regardless of any intermediate payment or discharge in whole or in part.

Section 5.6 Immediate Recourse. Guarantor waives any right he may have of first requiring the Seller (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from Guarantor under this Agreement. This waiver applies irrespective of any law to the contrary.

Section 5.7 Additional Security. The guarantee under Section 5.4 hereof is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by the Seller.

ARTICLE VI

CONDITIONS

Section 6.1 Conditions to Obligations of the Purchaser and the Seller. The respective obligations of the Purchaser and the Seller to consummate the transactions contemplated hereby are subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) No statute, rule or regulation or order of any court or administrative agency shall be in effect which prohibits the consummation of the transactions contemplated hereby;

Section 6.2 Conditions to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) the Seller shall have delivered to the Purchaser (i) one or more certificates representing the Sale Shares and (ii) a certified true copy of the register of members or shareholders of the Company evidencing that the Purchaser is the holder of the Sale Shares;

(b) Each of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement

and when made as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); and

(c) The Seller shall have performed, satisfied and complied in all material respects with all of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing.

Section 6.3 Conditions to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) Each of the representations and warranties of the Purchaser contained in this Agreement shall be true and correct when made and as of the Closing (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date); and

(b) The Purchaser shall have performed, satisfied and complied with all of its covenants and agreements set forth in this Agreement to be performed, satisfied and complied with prior to or at the Closing Date.

ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Closing by mutual written agreement of parties hereto (the “Termination Date”).

Section 7.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto (or any stockholder, director, officer, partner, employee, agent, consultant or representative of such party) except as set forth in this Section 7.2, provided that nothing contained in this Agreement shall relieve any party from liability for any breach of this Agreement and provided further that this Section 7.2 and Sections 8.3, 8.12, 8.13 and 8.14 shall survive termination of this Agreement and Section 8.2 shall survive termination of this Agreement to the extent provided therein.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Defined Terms; Interpretations. The following terms, as used herein, shall have the following meanings:

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

“Agreement” shall have the meaning ascribed thereto in the preamble.

“Closing” shall have the meaning ascribed thereto in Section 1.2(a).

“Closing Date” shall have the meaning ascribed thereto in Section 1.2(a).

“Common Stock” shall have the meaning ascribed thereto in the recitals.

“C-1 Preferred Stock” shall have the meaning ascribed thereto in the recitals.

“C-2 Preferred Stock” shall have the meaning ascribed thereto in the recitals.

“Company” shall have the meaning ascribed thereto in the recitals.

“Encumbrances” shall have the meaning ascribed thereto in Section 2.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include reference to the comparable section, if any, of any such successor federal statute.

“Governmental Entity” shall mean any supernational, national, foreign, federal, state or local judicial, legislative, executive, administrative or regulatory body or authority.

“Laws” shall include all foreign, federal, state, and local laws, statutes, ordinances, rules, regulations, orders, judgments, decrees and bodies of law.

“Litigation” shall have the meaning ascribed thereto in Section 8.13.

“Material Adverse Effect” shall mean a material adverse effect on the properties, business, operations, results of operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and its subsidiaries taken as a whole; provided, however, that changes relating to United States or foreign economies in general or the Company’s and its subsidiaries' industries in general and not specifically relating to the Company or its subsidiaries shall not constitute a Material Adverse Effect for purposes of this Agreement.

“Person” shall mean any individual, firm, corporation, limited liability company, partnership, company or other entity, and shall include any successor (by merger or otherwise) of such entity.

“PRC” shall mean the People's Republic of China.

“Preferred Stock” shall have the meaning ascribed thereto in the recitals.

“Purchase Price” shall have the meaning ascribed thereto in Section 1.1.

“Purchaser” shall have the meaning ascribed thereto in the preamble.

“Repurchase Price” shall have the meaning ascribed thereto in Section 5.2.

“SEC” shall mean the Securities and Exchange Commission.

“Sale Shares” shall have the meaning ascribed thereto in Section 2.1.

“Securities Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include reference to the comparable section, if any, of such successor federal statute.

“Seller” shall have the meaning ascribed thereto in the preamble.

“Termination Date” shall have the meaning ascribed thereto in Section 7.1(b).

“Transaction Documents” shall mean this Agreement and all other contracts, agreements, schedules, certificates and other documents being delivered pursuant to or in connection with this Agreement or such other documents or the transactions contemplated hereby or thereby.

Section 8.2 Fees and Expenses

. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such costs or expense.

Section 8.3 Further Assurances

. At any time or from time to time after the Closing, the Seller and the Purchaser agree to cooperate with each other, and at the request of the other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby or by the other Transaction Documents and to otherwise carry out the intent of the parties hereunder or thereunder.

Section 8.4 Successors and Assigns

. This Agreement shall bind and inure to the benefit of the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, provided that prior to the Closing neither party shall assign its rights or obligations under this Agreement to any Person without the prior written consent of the other party.

Section 8.5 Notices

. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or sent by email, telecopy, nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties:

(i) if to the Seller, to:

SPI Solar, Inc.

7F/A Block, 1st Building

Jinqi Plaza, No. 2145 Jinshajiang Road

Putuo District

Shanghai, P.R. China

Attention: Xiaofeng Peng

(ii) if to the Purchaser, to:

Melodious Investments Company Limited

45F, China Resources Building

26 Harbour Road

Wan Chai, Hong Kong

Attention: Jilun He

(iii) if to the Guarantor, to:

45F, China Resources Building

26 Harbour Road

Wan Chai, Hong Kong

Attention: Jilun He

All such notices, requests, consents and other communications shall be deemed to have been given or made if and when delivered personally or by overnight courier to the parties at the above addresses or sent by electronic transmission, with confirmation received, to the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice).

Section 8.6 Amendments. The terms and provisions of this Agreement may be modified or amended, or any of the provisions hereof waived, temporarily or permanently, in a writing executed and delivered by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

Section 8.7 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

Section 8.8 Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

Section 8.9 Nouns and Pronouns. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of names and pronouns shall include the plural and vice versa.

Section 8.10 Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law.

Section 8.11 Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America, in each case located in the County of New York, for any claim, action, suit, investigation or proceeding (“Litigation”) arising out of or relating to this Agreement or the other Transaction Documents and the transactions contemplated hereby and thereby (and agrees not to commence any Litigation relating hereto or thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its respective address set forth in this Agreement shall be effective service of process for any Litigation brought against it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America, in each case located in the County of New York, hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Litigation brought in any such court has been brought in an inconvenient forum.

Section 8.12 WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION DOCUMENTS.

Section 8.13 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but if any provision of this Agreement is held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not render invalid or unenforceable any other provision of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written.

SPI Solar, Inc.

By:/s/ Xiaofeng Peng_________

Name: Xiaofeng Peng

Title: Director

Melodious Investments Company Limited

By:/s/ Jilun He_________

Name: Jilun He

Title: Director

Jilun He

/s/ Jilun He_________

Schedule I

Section 2.1. On June 21, 2016, SPI Solar, Inc. entered into a loan agreement (the “Loan Agreement”) with Head & Shoulders Credit Limited (“Head & Shoulders”). In connection therewith, SPI Solar, Inc. has pledged 8,000,000 shares of Common Stock to Head & Shoulders as security for the due payment of the secured obligations by SPI Solar and the due performance of SPI Solar, Inc.’s obligations under the Loan Agreement in accordance with a deed of share charge between SPI Solar and Head & Shoulders.

[Share Purchase Agreement - Schedule I]

EX-99.2 3 te131085_ex9902.htm JOINT FILING AGREEMENT

Exhibit 99.2

JOINT FILING AGREEMENT

THIS JOINT FILING AGREEMENT is entered into as of September 16, 2016, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of EnSync, Inc., a Wisconsin corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

	Jilun He

	By:	/s/ Jilun He


		Melodious International Investments Group Limited

	Jilun He

	By:	/s/ Jilun He
		Name: Jilun He
		Title: Director


		Melodious Investments Company Limited


	By:	/s/ Jilun He
		Name: Jilun He
		Title: Director