附件99.1

購買協議

本購買協議（以下簡稱“協議”),日期爲2017年7月6日，雙方爲 千鯤發達時代投資有限公司”，根據英屬維爾京群島法律成立的公司（以下簡稱“買方 SPI Energy有限公司，一家根據開曼群島法律設立的公司（稱“公司”). Each of the Purchaser and the Company is referred to herein each as a “方”, and collectively as the “當事人”.

W I T N E S S E T H:

鑑於，老虎基金SPC參與老虎全球SP（簡稱“老虎基金”） 以及公司已於2017年4月24日簽署了一份股票購買協議（簡稱“SPA”），認購80,000,000股 普通股 （被認購股份），每股面值0.000001美元（簡稱“普通股公司將發行

鑑於，虎基金和公司同意終止 SPA 並將授予虎基金的所有權利和義務轉讓給 SPA 進行認購的 ”)的登記或受益所有人，以及其他Greenbrook證券（連同相關股份一同，下稱“相關證券 通過公司指定的受讓方按照《關於虎基金SPC於2017年6月2日訂立的轉讓認購權協議及虎資本基金終止認購協議的協議》的規定。

鑑於，作爲公司指定的受讓方，買方希望接受轉讓。 ”)的登記或受益所有人，以及其他Greenbrook證券（連同相關股份一同，下稱“相關證券; 和

鑑於，公司和購買方希望就本協議中規定的發行、出售和購買進行安排； ”)的登記或受益所有人，以及其他Greenbrook證券（連同相關股份一同，下稱“相關證券 根據本協議的條款和條件。

鑑於公司和購買方希望在與發行、出售和購買相關的交易中作出某些陳述、擔保、契約和協議。 ”)的登記或受益所有人，以及其他Greenbrook證券（連同相關股份一同，下稱“相關證券 及本協議擬議的交易。

基於前述及相互聲明、保證、契約和協議的考慮， 及其他有價值的對價，特此確認收悉無誤，並有意受到法律約束，公司和購買方就以下事項達成一致：

第一條

購買和出售

第 1.1    股份發行、出售和購買根據本協議的條款和條件，並依賴於本文所載的陳述和保證，公司同意在無任何抵押、抵押、安全利益、負擔、留置權、抵押權、評估、索賠或限制的情況下（除公司章程和公司章程規定的情況外），在下面定義的結束日期向購買方發行、出售和交付80,000,000股。 普通股 (「本登記聲明」) 由特立軟件股份有限公司，一家德拉華州股份公司 (以下簡稱爲「本公司」) 提交，目的是爲了註冊其額外的7,184,563股A類普通股，每股面值$0.0001 (以下簡稱爲「A類普通股」), 以及在特立軟件股份有限公司 2022年股權激勵計劃下可發行股份的1,436,911股A類普通股，注(下文簡稱爲「A類普通股」)。股份收購”).

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第 1.2    每股15.50美元購買方應支付總購買價格爲5,760,000美元（「購買股份價格」）。每股15.50美元）用於購買股份。

第 1.3    結盤.

(a) 根據本協議的條款和條件，交易(“結盤”)購買和出售購買股份的交割將在公司確定的地點，紐約時間上午9:00之前舉行，不遲於2017年7月7日或在公司和購買方書面協議的其他時間或日期舉行(“結算日期”).

(b) 在結束日期之前，購買方應將購買價格通過電匯方式即時匯入公司在公司發出的書面通知給購買方指定的銀行帳戶。在結束日期，購買方應提交購買方被授權的官員出具的證書，該證書應對所述事項進行認證。 第1.4(b)部分.

(c) 在結束後，並儘快在公司的會員登記冊中進行記錄，並交付以下項目給購買方：

(i) 一張股份證書 (x) 代表着購買股份的數量，(y) 證明購買者作爲購買股份的持有人，具有一名股東的權利 普通股 根據公司章程和公司章程，購買者的權利與其他股東的權利相同 普通股.

(ii) 公司更新後的股東登記冊副本，證明購買股份的持有者是買方。

第 1.4    結束條件.

公司根據本協議發行和賣出購買股份的義務將受下列條件之一在收盤之前或之前滿足的限制，其中任一條件可由公司自行酌情書面放棄：

(a) 公司在向購買者發行和出售購買股份方面應採取的所有公司和其他行動均已完成，並且購買者在購買購買股份方面應採取的所有公司和其他行動均已完成。

(b)  買方在本協議中作出的陳述與保證 第2.2節 應當自本協議簽訂日起至截約日，在實質上均屬實並正確；且買方應當已就本協議中規定的在截約日前須履行或符合的所有，且本協議項下任何，協議、約定、條件和責任在實質上均予履行並遵守完成，且不得在任何實質上違約。

(c) 任何有關管轄權的政府機構不得實施、發佈、頒佈、執行或制定任何法律（無論是臨時的、初步的

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有效的暫時性或永久性裁定，限制、命令、阻止、禁止或以其他方式使得本協議所規定的交易的達成成爲非法，或者對本公司造成實質性和不利的影響；並且沒有任何行動、訴訟、程序或調查已經或即將由任何有管轄權的政府機構提起，旨在限制、命令、阻止、禁止或以其他方式使得本協議所規定的交易的達成成爲非法，或者對本公司造成實質性和不利的影響，或者要求實施任何對公司而言具有重大影響的損害或罰款。

第二條

陳述和保證

第 2.1    公司的陳述和擔保公司特此向購買人聲明並擔保，自即日起及收盤之日起，如下：

(a)    組織和授權公司及其子公司均爲根據其所在司法管轄區法律規定合法設立或組織、合法存在並且合規經營的實體，具有擁有和使用其資產和財產以及進行業務的必要權力和權限，未構成任何其各自注冊證書或章程、公司章程或其他組織或憲章文件規定重大違反或違約，公司及其子公司均已合格地在各司法管轄區從事業務並保持合規資格，未在任何此類司法管轄區提起訴訟吊銷、限制或削減或尋求吊銷、限制或削減該等權力和權限或資格，除非未能獲得上述資格並保持合規地位不會對公司履行本協議下義務、完成本協議涉及的交易或對公司及其子公司目前經營業務產生不利影響。

(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

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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)    Due Formation. It is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own and operate and to carry on its business in the places and in the manner as currently conducted.

(b)    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. 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.

(c)    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, 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.

(d)    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.

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(e)    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.

(f)    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.

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

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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 180 days after the Closing Date.

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

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

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.

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(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:

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

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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.