X0206 3 2016-09-16 0 0001140310 EnSync, Inc. ESNC 0001684251 He Jilun 45F, CHINA RESOURCES BUILDING 26 HARBOUR ROAD, WAN CHAI HONG KONG K3 00000 HONG KONG 0 0 1 0 Common Stock 8000000 I By Melodious Investments Company Limited Common Stock 3861776 D Series C-1 Convertible Preferred Stock 0.6678 Common Stock 10500000 I By Melodious Investments Company Limited Series C-2 Convertible Preferred Stock 0.6678 Common Stock 6500000 I By Melodious Investments Company Limited Jilun He currently owns the entire outstanding share capital of Melodious International Investments Group Limited, which currently owns the entire outstanding share capital of Melodious Investments Company Limited which directly holds (i) 8,000,000 shares of the issuer's Common Stock, 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. Jilun He is the sole director of Melodious International Investments Group Limited and Melodious Investments Company Limited. Pursuant to a share purchase agreement dated as of August 30, 2016 among Melodious Investments Company Limited ("MICL"), Jilun He and SPI Solar, Inc. ("SPI"), MICL has the right to request SPI to repurchase such Series C-1 Convertible Preferred Stock and Series C-2 Convertible Preferred Stock (the "Preferred Shares") at a price of US$1,018.25 per share, plus an uncompounded 10% annual interest in the event any of the Preferred Shares is not converted into Common Stock of the issuer within six months following the closing date under the share purchase agreement. Series C-1 Convertible Preferred Stock will only become convertible upon the completion of five megawatts worth of solar projects (the "Projects") in accordance with certain supply agreement by and between Solar Power, Inc. and the issuer dated July 13, 2015 and has no expiration date. Series C-2 Convertible Preferred Stock will only become convertible upon the completion of 15 megawatts worth of Projects and has no expiration date. /s/ Jilun He 2016-09-16