Common use of CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS Clause in Contracts

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 SECTION 3.1. Filing Proofs, Certificates and Other Information 13 SECTION 3.2. Liability of Owner for Taxes 13 SECTION 3.3. Warranties on Deposit of Shares 14 SECTION 3.4. Disclosure of Interests 14 ARTICLE 4. THE DEPOSITED SECURITIES 14 SECTION 4.1. Cash Distributions 14 SECTION 4.2. Distributions Other Than Cash, Shares or Rights 16 SECTION 4.3. Distributions in Shares 16 SECTION 4.4. Rights 17 SECTION 4.5. Conversion of Foreign Currency 18 SECTION 4.6. Fixing of Record Date 19 SECTION 4.7. Voting of Deposited Shares 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities 21 SECTION 4.9. Reports 23 SECTION 4.10. Lists of Owners 23 SECTION 4.11. Withholding 23 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary 23 SECTION 5.2. Prevention or Delay in Performance by the Depositary or the Company 24 SECTION 5.3. Obligations of the Depositary and the Company 25 SECTION 5.4. Resignation and Removal of the Depositary 26 SECTION 5.5. The Custodians 27 SECTION 5.6. Notices and Reports 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc 28 SECTION 5.8. Indemnification 28 SECTION 5.9. Charges of Depositary 29 SECTION 5.10. Retention of Depositary Documents 30 SECTION 5.11. Exclusivity 30 ARTICLE 6. AMENDMENT AND TERMINATION 30 SECTION 6.1. Amendment 30 SECTION 6.2. Termination 31 ARTICLE 7. MISCELLANEOUS 32 SECTION 7.1. Counterparts; Signatures 32 SECTION 7.2. No Third Party Beneficiaries 32 SECTION 7.3. Severability 33 SECTION 7.4. Owners and Holders as Parties; Binding Effect 33 SECTION 7.5. Notices 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 SECTION 7.8. Waiver of Immunities 36 SECTION 7.9. Governing Law 36 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] among SPI ENERGY CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 9 SECTION 3.13.01 FILING PROOFS. Filing Proofs, Certificates and Other Information 13 CERTIFICATES AND OTHER INFORMATION 9 SECTION 3.2. Liability of Owner for Taxes 13 3.02 LIABILITY OF OWNER FOR TAXES 9 SECTION 3.3. Warranties on Deposit of Shares 14 SECTION 3.4. Disclosure of Interests 14 3.03 WARRANTIES ON DEPOSIT OF SHARES 10 ARTICLE 4. THE DEPOSITED SECURITIES 10 SECTION 4.01 CASH DISTRIBUTIONS 10 SECTION 4.02 DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS 10 SECTION 4.03 DISTRIBUTIONS IN SHARES 11 SECTION 4.04 RIGHTS 11 SECTION 4.05 CONVERSION OF FOREIGN CURRENCY 12 SECTION 4.06 FIXING OF RECORD DATE 13 SECTION 4.07 VOTING OF DEPOSITED SECURITIES 13 SECTION 4.08 CHANGES AFFECTING DEPOSITED SECURITIES 14 SECTION 4.1. Cash Distributions 4.09 REPORTS 14 SECTION 4.2. Distributions Other Than Cash, Shares or Rights 16 4.10 LISTS OF OWNERS 14 SECTION 4.3. Distributions in Shares 16 SECTION 4.4. Rights 17 SECTION 4.5. Conversion of Foreign Currency 18 SECTION 4.6. Fixing of Record Date 19 SECTION 4.7. Voting of Deposited Shares 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities 21 SECTION 4.9. Reports 23 SECTION 4.10. Lists of Owners 23 SECTION 4.11. Withholding 23 4.11 WITHHOLDING 15 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 15 SECTION 5.15.01 MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY 15 SECTION 5.02 PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE COMPANY 15 SECTION 5.03 OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 16 SECTION 5.04 RESIGNATION AND REMOVAL OF THE DEPOSITARY 17 SECTION 5.05 THE CUSTODIANS 17 SECTION 5.06 NOTICES AND REPORTS 18 SECTION 5.07 DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC. Maintenance of Office and Transfer Books by the Depositary 23 18 SECTION 5.2. Prevention or Delay in Performance by the Depositary or the Company 24 5.08 INDEMNIFICATION 18 SECTION 5.3. Obligations of the Depositary and the Company 25 5.09 CHARGES OF DEPOSITARY 19 SECTION 5.4. Resignation and Removal of the Depositary 26 5.10 RETENTION OF DEPOSITARY DOCUMENTS 20 SECTION 5.5. The Custodians 27 5.11 EXCLUSIVITY 20 SECTION 5.6. Notices and Reports 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc 28 SECTION 5.8. Indemnification 28 SECTION 5.9. Charges of Depositary 29 SECTION 5.10. Retention of Depositary Documents 30 SECTION 5.11. Exclusivity 30 5.12 LIST OF RESTRICTED SECURITIES OWNERS 20 ARTICLE 6. AMENDMENT AND TERMINATION 30 20 SECTION 6.1. Amendment 30 6.01 AMENDMENT 20 SECTION 6.2. Termination 31 6.02 TERMINATION 21 ARTICLE 7. MISCELLANEOUS 32 21 SECTION 7.1. Counterparts7 01 COUNTERPARTS 21 SECTION 7.02 No THIRD PARTY BENEFICIARIES 22 SECTION 7.03 SEVERABILITY 22 SECTION 7.04 OWNERS AND HOLDERS AS PARTIES; Signatures 32 BINDING EFFECT 22 SECTION 7.2. No Third Party Beneficiaries 32 7.05 NOTICES 22 SECTION 7.3. Severability 33 7.06 SUBMISSION TO JURISDICTION; APPOINTMENT OF AGENT FOR SERVICE OF PROCESS; JURY TRIAL WAIVER 22 SECTION 7.4. Owners and Holders as Parties; Binding Effect 33 7.07 WAIVER OF IMMUNITIES 23 SECTION 7.5. Notices 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 SECTION 7.8. Waiver of Immunities 36 SECTION 7.9. Governing Law 36 7.08 GOVERNING LAW 23 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] , 2008, among SPI ENERGY CO., LTDGCL SILICON TECHNOLOGY HOLDINGS INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) holders from time to time of American Depositary Shares issued hereunder.

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 12 SECTION 3.1. 3.01 Filing Proofs, Certificates and Other Information 13 Information. 12 SECTION 3.2. 3.02 Liability of Owner for Taxes 13 Taxes. 12 SECTION 3.3. 3.03 Warranties on Deposit of Shares 14 SECTION 3.4Shares. Disclosure of Interests 14 13 ARTICLE 4. THE DEPOSITED SECURITIES 14 13 SECTION 4.14.01 Cash Distributions. Cash Distributions 14 13 SECTION 4.2. 4.02 Distributions Other Than Cash, Shares or Rights 16 Rights. 13 SECTION 4.3. 4.03 Distributions in Shares 16 Shares. 14 SECTION 4.44.04 Rights. Rights 17 15 SECTION 4.5. 4.05 Conversion of Foreign Currency 18 Currency. 17 SECTION 4.6. 4.06 Fixing of Record Date 19 Date. 18 SECTION 4.7. 4.07 Voting of Deposited Shares Securities. 18 SECTION 4.08 Changes Affecting Deposited Securities. 19 SECTION 4.09 Reports. 19 SECTION 4.10 Lists of Owners. 20 SECTION 4.84.11 Withholding. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities 21 SECTION 4.9. Reports 23 SECTION 4.10. Lists of Owners 23 SECTION 4.11. Withholding 23 20 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 20 SECTION 5.1. 5.01 Maintenance of Office and Transfer Books by the Depositary 23 Depositary. 20 SECTION 5.2. 5.02 Prevention or Delay in Performance by the Depositary or the Company 24 Company. 21 SECTION 5.3. 5.03 Obligations of the Depositary Depositary, the Custodian and the Company 25 Company. 22 SECTION 5.4. 5.04 Resignation and Removal of the Depositary 26 Depositary. 23 SECTION 5.55.05 The Custodians. The Custodians 27 23 SECTION 5.6. 5.06 Notices and Reports 27 Reports. 24 SECTION 5.7. 5.07 Distribution of Additional Shares, Rights, etc 28 etc. 24 SECTION 5.85.08 Indemnification. Indemnification 28 25 SECTION 5.9. 5.09 Charges of Depositary 29 Depositary. 25 SECTION 5.10. 5.10 Retention of Depositary Documents 30 Documents. 26 SECTION 5.115.11 Exclusivity. Exclusivity 30 ARTICLE 626 SECTION 5.12 List of Restricted Securities Owners. AMENDMENT AND TERMINATION 30 SECTION 6.1. Amendment 30 SECTION 6.2. Termination 31 ARTICLE 7. MISCELLANEOUS 32 SECTION 7.1. Counterparts; Signatures 32 SECTION 7.2. No Third Party Beneficiaries 32 SECTION 7.3. Severability 33 SECTION 7.4. Owners and Holders as Parties; Binding Effect 33 SECTION 7.5. Notices 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 SECTION 7.8. Waiver of Immunities 36 SECTION 7.9. Governing Law 36 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] among SPI ENERGY CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.27

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 SECTION 3.1. 3.1 Filing Proofs, Certificates and Other Information Information. 13 SECTION 3.2. 3.2 Liability of Owner for Taxes 13 Taxes. 14 SECTION 3.3. 3.3 Warranties on Deposit of Shares Shares. 14 SECTION 3.4. 3.4 Disclosure of Interests Interests. 14 ARTICLE 4. THE DEPOSITED SECURITIES 14 15 SECTION 4.14.1 Cash Distributions. Cash Distributions 14 15 SECTION 4.2. 4.2 Distributions Other Than Cash, Shares or Rights Rights. 15 SECTION 4.3 Distributions in Shares. 16 SECTION 4.34.4 Rights. Distributions in Shares 16 SECTION 4.4. Rights 17 SECTION 4.5. 4.5 Conversion of Foreign Currency Currency. 18 SECTION 4.6. 4.6 Fixing of Record Date Date. 19 SECTION 4.7. 4.7 Voting of Deposited Shares Shares. 20 SECTION 4.8. 4.8 Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities Securities. 21 SECTION 4.94.9 Reports. Reports 23 SECTION 4.10. 4.10 Lists of Owners Owners. 23 SECTION 4.114.11 Withholding. Withholding 23 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 24 SECTION 5.1. 5.1 Maintenance of Office and Transfer Books by the Depositary 23 Depositary. 24 SECTION 5.2. 5.2 Prevention or Delay in of Performance by the Depositary Company or the Company 24 Depositary. 25 SECTION 5.3. 5.3 Obligations of the Depositary and the Company 25 Company. 26 SECTION 5.4. 5.4 Resignation and Removal of the Depositary 26 SECTION 5.5Depositary. The Custodians 27 SECTION 5.65.5 The Custodians. 28 SECTION 5.6 Notices and Reports 27 Reports. 28 SECTION 5.7. 5.7 Distribution of Additional Shares, Rights, etc 28 etc. 29 SECTION 5.85.8 Indemnification. Indemnification 28 29 SECTION 5.9. 5.9 Charges of Depositary 29 Depositary. 30 SECTION 5.10. 5.10 Retention of Depositary Documents 30 Documents. 31 SECTION 5.115.11 Exclusivity. Exclusivity 30 31 ARTICLE 6. AMENDMENT AND TERMINATION 30 31 SECTION 6.16.1 Amendment. Amendment 30 31 SECTION 6.26.2 Termination. Termination 31 32 ARTICLE 7. MISCELLANEOUS 32 33 SECTION 7.1. 7.1 Counterparts; Signatures 32 Signatures. 33 SECTION 7.2. 7.2 No Third Party Beneficiaries 32 SECTION 7.3Beneficiaries. Severability 33 SECTION 7.47.3 Severability. 34 SECTION 7.4 Owners and Holders as Parties; Binding Effect 33 Effect. 34 SECTION 7.57.5 Notices. Notices 33 34 SECTION 7.6. 7.6 Arbitration; Settlement of Disputes 34 SECTION 7.7Disputes. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 SECTION 7.8. Waiver of Immunities 36 SECTION 7.9. Governing Law 36 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] among SPI ENERGY CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.35

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 11 SECTION 3.13.01 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Filing Proofs, Certificates and Other Information 13 11 SECTION 3.23.02 LIABILITY OF OWNER FOR TAXES. Liability of Owner for Taxes 13 11 SECTION 3.33.03 WARRANTIES ON DEPOSIT OF SHARES. Warranties on Deposit of Shares 14 12 SECTION 3.43.04 DISCLOSURE OF INTERESTS. Disclosure of Interests 14 12 ARTICLE 4. THE DEPOSITED SECURITIES 12 SECTION 4.01 CASH DISTRIBUTIONS. 12 SECTION 4.02 DISTRIBUTIONS OTHER THAN CASH, SHARES OR RIGHTS. 13 SECTION 4.03 DISTRIBUTIONS IN SHARES. 13 SECTION 4.04 RIGHTS. 14 SECTION 4.14.05 CONVERSION OF FOREIGN CURRENCY. Cash Distributions 14 15 SECTION 4.24.06 FIXING OF RECORD DATE. Distributions Other Than Cash, Shares or Rights 16 SECTION 4.34.07 VOTING OF DEPOSITED SECURITIES. Distributions in Shares 16 SECTION 4.44.08 CHANGES AFFECTING DEPOSITED SECURITIES. Rights 17 SECTION 4.54.09 REPORTS. Conversion of Foreign Currency 18 SECTION 4.64.10 LISTS OF OWNERS. Fixing of Record Date 19 18 SECTION 4.74.11 WITHHOLDING. Voting of Deposited Shares 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities 21 SECTION 4.9. Reports 23 SECTION 4.10. Lists of Owners 23 SECTION 4.11. Withholding 23 18 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 18 SECTION 5.01 MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY. 18 SECTION 5.02 PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE COMPANY. 19 SECTION 5.03 OBLIGATIONS OF THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY. 19 SECTION 5.04 RESIGNATION AND REMOVAL OF THE DEPOSITARY. 20 SECTION 5.05 THE CUSTODIANS. 21 SECTION 5.06 NOTICES AND REPORTS. 22 SECTION 5.07 DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC. 22 SECTION 5.08 INDEMNIFICATION. 23 SECTION 5.15.09 CHARGES OF DEPOSITARY. Maintenance of Office and Transfer Books by the Depositary 23 SECTION 5.2. Prevention or Delay in Performance by the Depositary or the Company 24 SECTION 5.35.10 RETENTION OF DEPOSITARY DOCUMENTS. Obligations of the Depositary and the Company 25 SECTION 5.45.11 EXCLUSIVITY. Resignation and Removal of the Depositary 26 25 SECTION 5.55.12 LIST OF RESTRICTED SECURITIES OWNERS. The Custodians 27 SECTION 5.6. Notices and Reports 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc 28 SECTION 5.8. Indemnification 28 SECTION 5.9. Charges of Depositary 29 SECTION 5.10. Retention of Depositary Documents 30 SECTION 5.11. Exclusivity 30 25 ARTICLE 6. AMENDMENT AND TERMINATION 30 25 SECTION 6.16.01 AMENDMENT. Amendment 30 25 SECTION 6.26.02 TERMINATION. Termination 31 25 ARTICLE 7. MISCELLANEOUS 32 26 SECTION 7.17.01 COUNTERPARTS; SIGNATURES 26 SECTION 7.02 NO THIRD PARTY BENEFICIARIES. Counterparts27 SECTION 7.03 SEVERABILITY. 27 SECTION 7.04 OWNERS AND HOLDERS AS PARTIES; Signatures 32 BINDING EFFECT. 27 SECTION 7.27.05 NOTICES. No Third Party Beneficiaries 32 SECTION 7.3. Severability 33 SECTION 7.4. Owners and Holders as Parties; Binding Effect 33 SECTION 7.5. Notices 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 SECTION 7.8. Waiver of Immunities 36 SECTION 7.9. Governing Law 36 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] among SPI ENERGY CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.27

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 SECTION 3.1. Filing Proofs, Certificates and Other Information Information. 13 SECTION 3.2. Liability of Owner for Taxes Taxes. 13 SECTION 3.3. Warranties on Deposit of Shares Shares. 14 SECTION 3.4. Disclosure of Interests Interests. 14 ARTICLE 4. THE DEPOSITED SECURITIES 14 SECTION 4.1. Cash Distributions Distributions. 14 SECTION 4.2. Distributions Other Than Cash, Shares or Rights 16 Rights. 15 SECTION 4.3. Distributions in Shares Shares. 16 SECTION 4.4. Rights Rights. 17 SECTION 4.5. Conversion of Foreign Currency Currency. 18 SECTION 4.6. Fixing of Record Date Date. 19 SECTION 4.7. Voting of Deposited Shares Shares. 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities Securities. 21 SECTION 4.9. Reports Reports. 23 SECTION 4.10. Lists of Owners Owners. 23 SECTION 4.11. Withholding Withholding. 23 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 SECTION 5.1. Maintenance of Office and Transfer Books by the Depositary Depositary. 23 SECTION 5.2. Prevention or Delay in Performance by the Depositary or the Company Company. 24 SECTION 5.3. Obligations of the Depositary and the Company Company. 25 SECTION 5.4. Resignation and Removal of the Depositary Depositary. 26 SECTION 5.5. The Custodians Custodians. 27 SECTION 5.6. Notices and Reports Reports. 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc etc. 28 SECTION 5.8. Indemnification Indemnification. 28 SECTION 5.9. Charges of Depositary Depositary. 29 SECTION 5.10. Retention of Depositary Documents Documents. 30 SECTION 5.11. Exclusivity Exclusivity. 30 ARTICLE 6. AMENDMENT AND TERMINATION 30 SECTION 6.1. Amendment Amendment. 30 SECTION 6.2. Termination Termination. 31 ARTICLE 7. MISCELLANEOUS 32 SECTION 7.1. Counterparts; Signatures Signatures. 32 SECTION 7.2. No Third Party Beneficiaries Beneficiaries. 32 SECTION 7.3. Severability Severability. 33 SECTION 7.4. Owners and Holders as Parties; Binding Effect Effect. 33 SECTION 7.5. Notices Notices. 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver 35 Waiver. 34 SECTION 7.8. Waiver of Immunities 36 Immunities. 35 SECTION 7.9. Governing Law Law. 36 DEPOSIT AGREEMENT DEPOSIT AGREEMENT dated as of [Agreement date] _____________, 2015 among SPI ENERGY CO., LTD., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS. OF AMERICAN DEPOSITARY SHARES 13 12 SECTION 3.1. Filing Proofs, Certificates and Other Information 13 Information. 12 SECTION 3.2. Liability of Owner for Taxes 13 Taxes. 12 SECTION 3.3. Warranties on Deposit of Shares 14 Shares. 13 SECTION 3.4. Disclosure of Interests Interests. 13 SECTION 3.5. Ownership Restrictions. 13 SECTION 3.6. Reporting Obligations and Regulatory Approvals. 14 ARTICLE 4. THE DEPOSITED SECURITIES 14 SECTION 4.1. Cash Distributions Distributions. 14 SECTION 4.2. Distributions Other Than Cash, Shares or Rights 16 Rights. 15 SECTION 4.3. Distributions in Shares Shares. 16 SECTION 4.4. Rights 17 Rights. 16 SECTION 4.5. Conversion of Foreign Currency Currency. 18 SECTION 4.6. Fixing of Record Date Date. 19 SECTION 4.7. Voting of Deposited Shares Shares. 20 SECTION 4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities Securities. 21 SECTION 4.9. Reports 23 Reports. 22 SECTION 4.10. Lists of Owners 23 Owners. 22 SECTION 4.11. Withholding Withholding. 23 ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY 23 SECTION 5.1. Maintenance of Office and Transfer Books Register by the Depositary Depositary. 23 SECTION 5.2. Prevention or Delay in of Performance by the Depositary Company or the Company Depositary. 24 SECTION 5.3. Obligations of the Depositary and the Company Company. 25 SECTION 5.4. Resignation and Removal of the Depositary Depositary. 26 SECTION 5.5. The Custodians 27 Custodians. 26 SECTION 5.6. Notices and Reports Reports. 27 SECTION 5.7. Distribution of Additional Shares, Rights, etc 28 etc. 27 SECTION 5.8. Indemnification Indemnification. 28 SECTION 5.9. Charges of Depositary Depositary. 29 SECTION 5.10. Retention of Depositary Documents Documents. 30 SECTION 5.11. Exclusivity Exclusivity. 30 SECTION 5.12. Information for Regulatory Compliance. 30 ARTICLE 6. AMENDMENT AND TERMINATION 30 SECTION 6.1. Amendment Amendment. 30 SECTION 6.2. Termination Termination. 31 ARTICLE 7. MISCELLANEOUS 32 SECTION 7.1. Counterparts; Signatures Signatures; Delivery. 32 SECTION 7.2. No Third Party Beneficiaries Beneficiaries. 32 SECTION 7.3. Severability 33 Severability. 32 SECTION 7.4. Owners and Holders as Parties; Binding Effect Effect. 33 SECTION 7.5. Notices Notices. 33 SECTION 7.6. Arbitration; Settlement of Disputes 34 SECTION 7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver. 33 SECTION 7.7. Waiver 35 of Immunities. 34 SECTION 7.8. Waiver of Immunities 36 Governing Law. 35 SECTION 7.9. Governing Law 36 Relationship between the Company and Holders and Owners. 35 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of [Agreement date] __________, 2022 among SPI ENERGY CO., LTD.WISEKEY INTERNATIONAL HOLDINGS S.A., a company incorporated under the laws of the Cayman Islands Switzerland (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.