Exhibit
4.3


 


DESCRIPTION OF SHARE CAPITAL OF SPI ENERGY


 


The following description of the material terms
of SPI Energy’s ordinary shares. This description is qualified by reference to the amended and restated form of memorandum of association
and articles of association of SPI Energy, which are attached as an exhibit to SPI’s annual report. You are encouraged to read the
relevant provisions of the Companies Law and SPI Energy’s amended and restated memorandum and articles of association as they relate
to the following summary.


 


Authorized Share Capital


 


SPI Energy is authorized to issue 5,000,000,000
shares of a par value of US$0.00001 each. The board of directors of SPI Energy is authorized to issue these shares in different classes
and series and, with respect to each class or series, to determine the designations, powers, preferences, privileges and other rights,
including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than
the powers and rights associated with the ordinary shares, at such times and on such other terms as they think proper.


 


As of the date hereof, SPI Energy had 26,376,783
ordinary share issued and outstanding and no preference shares issued and outstanding.


 


Ordinary Shares


 


General


 


All of SPI Energy’s outstanding ordinary
shares will be issued credited as fully paid and non-assessable. SPI Energy’s ordinary shares are issued in registered form, and
are issued when registered in SPI Energy’s register of members. SPI Energy’s shareholders who are non-residents of the Cayman
Islands may freely hold and transfer their ordinary shares.


 


Dividends


 


The holders of SPI Energy’s ordinary shares
are entitled to such dividends as may be declared by SPI Energy’s board of directors, subject to the Companies Law and the memorandum
and articles of association of SPI Energy, as amended and restated from time to time. Under Cayman Islands law, dividends may be declared
and paid only out of funds legally available therefor, namely out of either profit or share premium account, provided that a dividend
may not be paid if this would result in SPI Energy being unable to pay its debts as they fall due in the ordinary course of business.


 


Register of Members


 


Under Cayman Islands law, SPI Energy must keep
a register of members and there shall be entered therein:


 


	 	(a)	the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;


 


	 	(b)	the date on which the name of any person was entered on the register as a member; and


 


	 	(c)	the date on which any person ceased to be a member.


 


Under Cayman Islands law, the register of members
of SPI Energy is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of
fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter
of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this Redomicile
Merger, the register of members shall be immediately updated to reflect the issue of shares by SPI Energy that will underlie the ADSs.
Once SPI Energy’s register of members has been updated, the shareholders recorded in the register of members will be deemed to have
legal title to the shares set against their name in the register of members.


 


 






    	 	 	 



     


    

 


Voting Rights


 


Each holder of ordinary shares is entitled to
one vote on all matters upon which the ordinary shares are entitled to vote on a show of hands or, on a poll, each holder is entitled
to have one vote for each share registered in his name on the register of members. Voting at any meeting of shareholders is by show of
hands unless a poll is demanded. A poll may be demanded by the chairman of SPI Energy’s board of directors or by any one or more
shareholders holding at least one-tenth of the paid-up shares given a right to vote at the meeting or one-tenth of the votes attaching
to the issued and outstanding ordinary shares in SPI Energy entitled to vote at general meetings, present in person or by proxy.


 


A quorum required for a general meeting of shareholders
consists of one or more shareholders who hold in aggregate at least one-third of the votes attaching to the issued and outstanding ordinary
shares in SPI Energy entitled to vote at general meetings, present in person or by proxy or, if a corporation or other non-natural person,
by its duly authorized representative. Although not required by the Companies Laws or SPI Energy’s amended and restated memorandum
and articles of association, SPI Energy expects to hold shareholders’ meetings annually and such meetings may be convened by SPI
Energy’s board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least
one-third of SPI Energy’s shares that carry the right to vote at general meetings. Advance notice of at least 14 days is required
for the convening of SPI Energy’s annual general meeting and other shareholders meetings.


 


An ordinary resolution to be passed by the shareholders
requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast by those shareholders entitled to
vote who are present in person or by proxy in a general meeting, while a special resolution requires the affirmative vote of no less than
two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy
in a general meeting.


 


Transfer of Ordinary Shares


 


Subject to the restrictions of SPI Energy’s
articles of association, as applicable, any of SPI Energy’s shareholders may transfer all or any of his or her ordinary shares by
an instrument of transfer in the usual or common form or any other form approved by SPI Energy’s board.


 


SPI Energy’s board of directors may, in
its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which SPI Energy have
a lien. SPI Energy’s directors may also decline to register any transfer of any ordinary share unless:


 


	 	•	 	the instrument of transfer is lodged with SPI Energy, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as SPI Energy’s board of directors may reasonably require to show the right of the transferor to make the transfer;


 


	 	•	 	the instrument of transfer is in respect of only one class of ordinary shares;


 


	 	•	 	the instrument of transfer is properly stamped, if required;


 


	 	•	 	in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or


 


	 	•	 	the ordinary shares transferred are free of any lien in favor of SPI Energy.


 


If SPI Energy’s directors refuse to register
a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor
and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement
in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as SPI
Energy’s board of directors may from time to time determine; provided, however, that the registration of transfers shall not be
suspended and the register shall not be closed for more than 30 days in any year.


 


 






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Liquidation


 


On a winding up of SPI Energy, if the assets available
for distribution among its shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the
winding up, the surplus will be distributed among its shareholders in proportion to the par value of the shares held by them at the commencement
of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to SPI Energy
for unpaid calls or otherwise. If SPI Energy’s assets available for distribution are insufficient to repay all of the paid-up capital,
the assets will be distributed so that the losses are borne by its shareholders in proportion to the par value of the shares held by them.


 


Calls on Ordinary Shares and Forfeiture of Ordinary Shares


 


SPI Energy’s board of directors may from
time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least
14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.


 


Redemption, Repurchase and Surrender of Ordinary Shares


 


SPI Energy may issue shares on terms that are
subject to redemption, at SPI Energy’s option or at the option of the holders, on such terms and in such manner as may be determined
before the issue of such shares, by SPI Energy’s board of directors or by a special resolution of SPI Energy’s shareholders.
SPI Energy may also repurchase any of its shares provided that the manner and terms of such purchase have been approved by its board of
directors or are otherwise authorized by its memorandum and articles of association. Under the Companies Law, the redemption or repurchase
of any share may be paid out of SPI Energy’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such
redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if SPI Energy can, immediately
following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such
share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there
being no shares outstanding, or (c) if the company has commenced liquidation. In addition, SPI Energy may accept the surrender of
any fully paid share for no consideration.


 


Variations of Rights of Shares


 


All or any of the special rights attached to any
class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of a majority
of the issued shares of that class or with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares
of that class.


 


Inspection of Books and Records


 


Holders of SPI Energy’s ordinary shares
have no general right under Cayman Islands law to inspect or obtain copies of SPI Energy’s list of shareholders or its corporate
records. However, SPI Energy will provide its shareholders with annual audited financial statements. See “Where You Can Find Additional
Information.”


 


Changes in Capital


 


SPI Energy may from time to time by ordinary resolution:


  


	 	•	 	increase its share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
	 	 	 	 
	 	•	 	consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;


 


	 	•	 	convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination;


 


	 	•	 	sub-divide its existing shares, or any of them into shares of a smaller amount that is fixed by the amended and restated memorandum and articles of association; and


 


	 	•	 	cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.


 


 






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Subject to Companies Law and confirmation by the
Grand Court of the Cayman Islands on an application by SPI Energy for an order confirming such reduction, SPI Energy may by special resolution
reduce its share capital and any capital redemption reserve in any manner authorized by law.


 


Issuance of Additional Preferred Shares


 


SPI Energy’s amended and restated memorandum
and articles of association authorizes SPI Energy’s board of directors to issue additional ordinary shares from time to time as
its board of directors shall determine, to the extent of available authorized but unissued shares.


 


SPI Energy’s amended and restated memorandum
and articles of association authorizes SPI Energy’s board of directors to establish from time to time one or more series of preferred
shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:


 


	 	•	 	the designation of the series;


 


	 	•	 	the number of shares of the series;


 


	 	•	 	the dividend rights, dividend rates, conversion rights, voting rights; and


 


	 	•	 	the rights and terms of redemption and liquidation preferences.


 


SPI Energy’s board of directors may issue
preferred shares without action by its shareholders to the extent authorized but unissued. In addition, the issuance of preferred shares
may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the
voting power of holders of ordinary shares.


 


Exempted Company


 


SPI Energy is an exempted company duly incorporated
with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies.
Any company, the objects of which are to conduct business mainly outside of the Cayman Islands, may apply to be registered as an exempted
company. The requirements for an exempted company are essentially the same as for an ordinary company except for certain exemptions and
privileges, including (a) an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies,
(b) an exempted company is not required to open its register of members for inspection, (c) an exempted company does not have
to hold an annual general meeting, (d) an exempted company may issue no par value, negotiable or bearer shares, and (e) an exempted
company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands.


 


Transfer Agent


 


The transfer agent and registrar for SPI Energy’s
ordinary shares is Vstock Transfer LLC.


 


 


 






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