Common use of DESCRIPTION OF WARRANTS Clause in Contracts

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may be issued in one or more series. Warrants may be offered independently or in combination with other securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that prospectuses we may authorize to be distributed to youhave authorized for use in connection with a specific offering, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus we authorize for use in connection with the specific offering. The following description terms of warrants will apply to the any warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable under a prospectus supplement for a particular series of warrants may specify different or additional termsdiffer from the terms described below. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectuses we have authorized for use in connection with a specific offering, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing listing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and as well as any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain list the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we include in any applicable prospectus supplement and in any related or free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may be issued consist of warrants to purchase common stock, preferred stock and/or debt securities in one or more series. Warrants may be offered independently or in combination together with other common stock, preferred stock and/or debt securities offered by any prospectus supplementsupplement or free writing prospectus, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply generally to any future warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement or free writing prospectus. The following description terms of any warrants will apply we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We may issue the warrants under a warrant agreement which we may enter into with a warrant agent to be selected by us. We use the term “warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplementwarrant agent under any of these warrant agreements. The applicable prospectus supplement warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for a particular series of warrants may specify different the holders or additional terms. We have filed forms beneficial owners of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectuswarrants. We urge you to read the applicable prospectus supplement or free writing prospectus related to the particular series of warrants that we may offer sell under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, agreements that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common shares, preferred shares or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common shares, preferred shares or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and as well as any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain list the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a partat the time of its effectiveness. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase Class A common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other Class A common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus prospectuses that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and be issued in one or more series. Warrants may be offered independently or in combination with other common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain describe the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase Class A common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination together with other Class A common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any related free writing prospectus. The following description terms of warrants will apply to the any warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable under a prospectus supplement for a particular series of warrants and any related free writing prospectus may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing differ from the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a partdescribed below. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain which describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. We may issue warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants independently or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following description, together with the additional information that we include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the summary of material terms and provisions of the warrants that we may offer under this prospectus, which may be issued in one or more series. Warrants may be offered independently or in combination with other securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the and warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their its entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a particular series of warrants. The terms of any warrants that we offered under a prospectus supplement may offer under this prospectusdiffer from the terms described below. We urge you to read the applicable prospectus supplement and any related to the particular series of warrants that we may offer under this free writing prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.. The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include: †the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the ¢ price at which such number of shares may be purchased upon such exercise; †the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the ¢ series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; †the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, ¢ which may be payable in cash, securities or other property; †the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately ¢ transferable; †¢ the terms of any rights to redeem or call the warrants; †¢ the date on which the right to exercise the warrants will commence and the date on which the right will expire;

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed or will file forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any or related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities, or a combination thereof, and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement or related free writing prospectus will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a partat the time of its effectiveness. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificateagreement, as applicableif any, or a form of warrant, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreement or the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain contains the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus prospectuses that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in this prospectus at the applicable prospectus supplement. The applicable prospectus supplement for a particular series time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be being offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will apply to fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness. We may issue the warrants offered under a warrant agreement that we will enter into with a warrant agent to be selected by this prospectus unless we provide otherwise us. If selected, the warrant agent will act solely as an agent of ours in connection with the applicable prospectus supplement. The applicable prospectus supplement warrants and will not act as an agent for a particular series of warrants may specify different the holders or additional terms. We have filed forms beneficial owners of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a partwarrants. We If applicable, we will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports a Current Report on Form 8-K that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, offering before the issuance of such the related series of warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a particular series of warrants that we may offer under this prospectuswarrants. We urge you to read the applicable prospectus supplement and any applicable free writing prospectus related to the particular series of warrants that we may offer sell under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may be issued in one or more series. Warrants may be offered independently or in combination with other securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. Any warrants issued under this prospectus may be evidenced by warrant certificates. Warrants also may be issued under an applicable warrant agreement that we enter into with a warrant agent. We have filed forms will indicate the name and address of the warrant agreements and forms of warrant certificates containing agent, if applicable, in the terms of the warrants that may be offered as exhibits prospectus supplement relating to the registration statement particular series of which this prospectus is a partwarrants being offered. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of description summarizes the material terms and provisions of the warrants are and is subject to, and qualified in their its entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any or related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement or related free writing prospectus will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in this prospectus at the applicable prospectus supplement. The applicable prospectus supplement for a particular series time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common shares, preferred shares or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common shares, preferred shares or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing listing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and as well as any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain list the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with describes the additional information that we include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material general terms and provisions of the warrants that we may offer. When we offer under to sell particular warrants, we will describe the specific terms of any warrants offered from time to time in a supplement to this prospectus, which may be issued in one supplement or more serieschange the terms outlined below. Warrants We may issue warrants for the purchase of common stock, preferred stock, debt securities, additional warrants, units or any combination thereof. We may issue warrants independently or together with common stock, preferred stock, debt securities or units and the warrants may be offered independently attached to or in combination with other securities offered separate from these securities. We will evidence warrants by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants warrant certificates that we may offer issue under this prospectus, we a separate agreement. We may enter into the warrant agreement with a warrant agent. We will describe indicate the particular terms name and address of any series of warrants in more detail such warrant agent in the applicable prospectus supplementsupplement relating to particular warrants. The following description of warrants will apply to Before we issue any warrants, the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant agreement, if any, and warrant certificates containing will be filed with the terms of the warrants that may be offered SEC and incorporated by reference as exhibits to the registration statement of which this prospectus is a part. We will file part or as exhibits to a current report on Form 8-K. For the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the complete terms of the particular series warrants, you should refer to the applicable prospectus supplement and the forms of warrants we are offeringwarrant agreement, if any, and any supplemental agreements, before the issuance of such warrant certificate for those particular warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge encourage you to read the applicable prospectus supplement related to and the forms of warrant agreement, if any, and warrant certificate for those particular series warrants before you purchase any of our warrants. If we offer warrants, we will describe the specific terms of the warrants in a prospectus supplement, including: the offering price and aggregate number of warrants that we offered; the currency for which the warrants may offer under this prospectusbe purchased; if applicable, as well as any the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; if applicable, the date on and after which the warrants and the related free writing prospectusessecurities will be separately transferable; in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency, in which, this principal amount of debt securities may be purchased upon such exercise; in the complete form case of warrants to purchase common stock, preferred stock, units or additional warrants, the number of shares of common stock, shares of preferred stock, units or additional warrants purchasable upon the exercise of one warrant and/or and the price at which these securities may be purchased upon such exercise; the effect of any merger, consolidation, sale or other disposition of our business on the warrants; the terms of any rights to redeem or call the warrants; any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; the dates on which the right to exercise the warrants will commence and expire; the manner in which the warrant agreement and warrant certificateagreement, as applicableif any, and any supplemental agreements, that contain warrants may be modified; the terms of the securities issuable upon exercise of the warrants; and any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination with other common stock, preferred stock or debt securities offered by any prospectus supplement. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectusesprospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in this prospectus at the applicable prospectus supplement. The applicable prospectus supplement for a particular series time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we include in any the applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to yousupplement, summarizes the material terms and provisions of the warrants that we may offer under this prospectus. We may issue warrants for the purchase of shares of common stock and/or preferred stock. We may issue warrants independently or together with shares of common stock and/or shares of preferred stock, which and the warrants may be issued in one attached to or more series. Warrants may be offered independently or in combination with other securities offered by any prospectus supplementseparate from these securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectusoffer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description terms of warrants will apply to the any warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable under a prospectus supplement for may differ from the terms described below. Before the issuance of a series of warrants, the form of warrant agreement, including a form of warrant certificate, if applicable, that describes the terms of the particular series of warrants may specify different or additional terms. We have we are offering will be filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits an exhibit to the registration statement of which this prospectus is a part, or will incorporate incorporated by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectusprospectus and the applicable prospectus supplement. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock, and debt securities, and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock, or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The any applicable prospectus supplement for and any free writing prospectus. The terms of any warrants offered under any applicable prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a particular series security that is not registered and described in this prospectus at the time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the any applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we include in any applicable prospectus supplement We may issue and in any related free writing prospectus that we may authorize to be distributed to you, summarizes offer warrants under the material terms and provisions conditions described in this prospectus and any accompanying prospectus supplement. The accompanying prospectus supplement may add, update or change the terms and conditions of the warrants that we may offer under as described in this prospectus. We may issue warrants to purchase shares of common stock, which may be issued preferred stock and/or debt securities in one or more series. Warrants may be offered issued independently or in combination together with any other securities offered by and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any prospectus supplementobligation or relationship of agency for or with holders or beneficial owners of warrants. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular The terms of any series warrants to be issued and a description of warrants in more detail in the material provisions of the applicable prospectus supplement. The following description of warrants warrant agreement will apply to the warrants offered by this prospectus unless we provide otherwise be set forth in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms of will describe the warrant agreements and forms of warrant certificates containing the following terms of the any warrants that may be offered as exhibits to the registration statement in respect of which this prospectus is a part. We being delivered: ● the title of such warrants; ● the aggregate number of such warrants; ● the price or prices at which such warrants will file as exhibits be issued and exercised; ● the currency or currencies in which the price of such warrants will be payable; ● the securities purchasable upon exercise of such warrants; ● the date on which the right to exercise such warrants shall commence and the date on which such right shall expire; ● if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; ● if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security; ● if applicable, the date on and after which such warrants and the related securities will be separately transferable; ● information with respect to book-entry procedures, if any; ● material Israeli and United States federal income tax consequences, if any; ● the anti-dilution provisions of the warrants, if any; and ● any other terms of such warrants, including terms, procedures and limitations relating to the registration statement exchange and exercise of which this such warrants. The description in the applicable prospectus is a part, or supplement of any warrants we offer will incorporate not necessarily be complete and will be qualified in its entirety by reference from reports that we file with to the SEC, the form of warrant and/or the applicable warrant agreement and warrant certificate, as applicable, that contain which will be filed with the terms SEC if we offer warrants. For more information on how you can obtain copies of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the applicable warrant agreement and warrant certificatecertificate if we offer warrants, as applicable, see “Where You Can Find More Information” and any supplemental agreements applicable to a particular series “Incorporation of warrants that we may offer under this prospectusCertain Documents by Reference” beginning on page 30. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, certificate and any supplemental agreements, that contain the terms of the warrantsapplicable prospectus supplement in their entirety.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement and in any related free writing prospectus that we may authorize to be distributed to you, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may be issued in one or more seriesconsist of warrants to purchase ordinary shares. Warrants We may be offered issue warrants independently or in combination together with any other securities offered by any prospectus supplementsupplement and the warrants may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of warrants may specify different or additional terms. We have filed forms will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. Any series of warrants may be issued under a separate warrant agreement, which may be entered into between us and a warrant agent specified in a prospectus supplement relating to a particular series of warrants. Any such warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency or trust with any of the holders of the warrants. In the applicable prospectus supplement, we will describe the terms of the series of warrants being offered, including: • the title of the warrants; • the aggregate number of the warrants offered; • the currency or currencies for which the warrants may be purchased; • the number of ordinary shares purchasable upon exercise of the warrants; • the designation and terms of the securities, if any, with which the warrants are issued, and the number of the warrants issued with each such offered security; • the date, if any, on and after which the warrants and the related securities will be separately transferable; • the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and forms the warrants; • the terms of any rights to redeem or call the warrants; • the terms of any rights to force the exercise of the warrants; • any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; • the price at which, and form of consideration for which, each security purchasable upon exercise of the warrants may be purchased; • the date on which the right to exercise the warrants will commence and the date on which the right will expire; • the manner in which the warrant certificates containing agreements and warrants may be modified; • information with respect to book-entry procedures, if any; • if applicable, a discussion of the material Luxembourg and U.S. income tax considerations applicable to the issuance or exercise of such warrants; • the minimum or maximum amount of the warrants which may be exercised at any one time; • any circumstances that will cause the warrants to be deemed to be automatically exercised; and • any other material terms of the warrants. Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable on such exercise, including, in the case or warrants to purchase ordinary shares, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any. We reserve the right to set forth in a prospectus supplement or applicable free writing prospectus specific terms of the warrants that may be offered as exhibits are not within the options and parameters set forth in this prospectus. In addition, to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports extent that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the terms of the any particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions conditions of the warrants are subject to, and qualified described in their entirety by reference to, all the provisions a prospectus supplement or applicable free writing prospectus differ from any of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement related to the particular series of warrants that we may offer under terms described in this prospectus, as well as any related the description of such terms and conditions set forth in this prospectus shall be deemed to have been superseded or supplemented by the description of such differing terms and conditions set forth in such prospectus supplement or applicable free writing prospectuses, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements, that contain the terms of the prospectus with respect to such warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in this prospectus at the applicable prospectus supplement. The applicable prospectus supplement for a particular series time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.

DESCRIPTION OF WARRANTS. The following description, together with the additional information that we may include in any applicable prospectus supplement supplements and in any related free writing prospectus that we may authorize to be distributed to youprospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered issued independently or in combination together with other common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplementsupplement and any applicable free writing prospectus. The following description terms of warrants will apply to the any warrants offered by under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus unless we provide otherwise or offer a security that is not registered and described in this prospectus at the applicable prospectus supplement. The applicable prospectus supplement for a particular series time of warrants may specify different or additional termsits effectiveness. We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants that may be being offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and agreement, if any, including a form of warrant certificate, as applicable, that contain describes the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The following summaries of material terms and provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements certificate applicable to a the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplement supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete form of warrant and/or the warrant agreement agreements and warrant certificate, as applicable, and any supplemental agreements, certificates that contain the terms of the warrants.