Exhibit
4.3


 


DESCRIPTION
OF SECURITIES


 


Our
authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred
stock, par value $0.001 per share, all of which are undesignated.


 


Description
of Common Stock


 


Voting.
Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have
cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors
may elect all of the directors standing for election.


 


Dividends.
Holders of common stock are entitled to receive proportionately any dividends that may be declared by our Board, subject to any preferential
dividend rights of outstanding preferred stock.


 


Liquidation
and Distribution. Upon our liquidation, dissolution or winding up, the holders of common stock are entitled to receive proportionately
our net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred
stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock
are, and the shares offered by us in this offering will be, when issued and paid for, fully paid and nonassessable. The rights, preferences
and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any
series of preferred stock that we may designate and issue in the future.


 


Anti-Takeover
Effects of Delaware Law; Our Certificate of Incorporation and Our Bylaws


 


Delaware
law, our certificate of incorporation and our bylaws contain provisions that could have the effect of delaying, deferring or discouraging
another party from acquiring control of us. These provisions, which are summarized below, are intended to discourage coercive takeover
practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first
negotiate with our Board.


 


Removal
of Directors


 


Our
certificate of incorporation currently provides that directors may be removed only for cause and only by the affirmative vote of the
holders of 75% of our shares of capital stock present in person or by proxy and entitled to vote. However, our Board of Directors approved
an amendment to our bylaws that became effective on June 17, 2016, which permits our directors to be removed either for cause or without
cause by our stockholders. At our annual meeting of stockholders for the year ended April 30, 2016 that was held on October 21, 2016
(the “2016 Annual Meeting”), we submitted a proposal to stockholders seeking stockholder approval to amend our certificate
of incorporation to delete the reference to “for cause” in Section 6 of Article IX of the certificate of incorporation. This
proposal to amend the certificate of incorporation did not receive the required affirmative vote of the holders of at least 75% of the
outstanding shares of common stock entitled to vote at the meeting, so the proposal did not pass. However, we also submitted a proposal
to stockholders at the 2016 Annual Meeting seeking approval to amend our certificate of incorporation to add a clause that specified
that, to the fullest extent permitted by law, any provision in the Certificate of Incorporation that is contrary to a requirement of
the Delaware General Corporate Law (the “DGCL”) shall be read in conformity with the applicable requirement of the DGCL.
This second proposal only required the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled
to vote at the 2016 Annual Meeting, and it passed.


 


Our
Board of Directors takes the position that under current Delaware law, the “only for cause” provision in the certificate
of incorporation regarding removal of the company’s directors is not enforceable and is therefore not in conformity with the applicable
requirement of the DGCL. Accordingly, we will comply with the provisions of our bylaws, as amended and as described above, relating to
director removal and will not seek to enforce that provision of our certificate of incorporation relating to stockholder removal of directors
only for cause, as presently in effect. Under our certificate of incorporation and bylaws, any vacancy on the Board, including a vacancy
resulting from an enlargement of the Board, may be filled only by vote of a majority of our directors then in office.


 




    	 



    	 



    

 


The
limitations on the ability of our stockholders to remove directors and fill vacancies could make it more difficult for a third party
to acquire, or discourage a third party from seeking to acquire, control of us.


 


Stockholder
Action by Written Consent; Special Meetings


 


Our
certificate of incorporation provides that any action required or permitted to be taken by our stockholders must be effected at a duly
called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Our certificate of
incorporation and our bylaws also provide that, except as otherwise required by law, special meetings of our stockholders can only be
called by our chairman of the board, our chief executive officer, our president or the Board.


 


Advance
Notice Requirements for Stockholder Proposals


 


Our
bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including
proposed nominations of persons for election to the Board. Stockholders at an annual meeting may only consider proposals or nominations
specified in the notice of meeting or brought before the meeting by or at the direction of the Board of Directors or by a stockholder
of record on the record date for the meeting, that is entitled to vote at the meeting and that has delivered to our secretary a timely
written notice in proper form of the stockholder’s intention to bring such business before the meeting. These provisions could
have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our
outstanding voting securities.


 


Delaware
Business Combination Statute


 


We
are subject to Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents a publicly held
Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years
following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the
approval of our Board of Directors or unless the business combination is approved in a prescribed manner. A “business combination”
includes, among other things, a merger or consolidation involving us and the “interested stockholder” and the sale of more
than 10% of our assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more of
our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.


 


Amendment
of Certificate of Incorporation and Bylaws


 


The
Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter
is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation
or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our Board of
Directors or the affirmative vote of the holders of at least 75% of the voting power of our capital stock issued and outstanding and
entitled to vote on the matter.


 


Limitation
of Liability and Indemnification of Officers and Directors


 


Our
certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted
by the Delaware General Corporation Law. Our certificate of incorporation provides that no director will have personal liability to us
or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not
eliminate or limit the liability of any of our directors:


 


	 	●	for any breach of their
    duty of loyalty to us or our stockholders;
	 	●	for acts or omissions not
    in good faith or that involve intentional misconduct or a knowing violation of law;
	 	●	for voting or assenting
    to unlawful payments of dividends or other distributions; or
	 	●	for any transaction from
    which the director derived an improper personal benefit.


 


Any
amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act or failure
to act, or any cause of action, suit or claim that would accrue or arise prior to any amendment or repeal or adoption of an inconsistent
provision. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors
of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware
General Corporation Law.


 




    	 



    	 



    

 


In
addition, our certificate of incorporation provides that we must indemnify our directors and officers and we must advance expenses, including
attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to limited exceptions.


 


Notice
of Share Ownership


 


Our
bylaws contain a provision requiring any beneficial owner of three percent or more of our outstanding common stock to notify us of his
or her stockholdings, as well as of any change in his or her beneficial ownership of one percent or more of our outstanding common stock.
Our bylaws do not provide for any specific remedy in the event a stockholder does not comply with this provision. We do not intend to
make any such information public, unless required by law or the rules of the SEC or the NYSE American. 


 


Authorized
but Unissued Shares


 


Our
authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject
to any limitations imposed by the listing standards of the NYSE American. These additional shares may be used for a variety of
corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common
stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Transfer
Agent and Registrar


 


The
transfer agent and registrar for our common stock is Computershare Trust Company, N.A. Its address is 462 South 4th Street, Suite 1600,
Louisville, KY 40202, and its telephone number is 1-800-662-7232.


 


Our
common stock is listed on the NYSE American under the symbol “OPTT.”