Common use of DESCRIPTION OF WARRANTS Clause in Contracts

DESCRIPTION OF WARRANTS. We may offer warrants to purchase debt securities, preferred stock, depositary shares or Common Stock. We may offer warrants separately or together with one or more additional warrants, debt securities, preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or Common Stock will be separately transferable; • the number of shares of preferred stock, the number of depositary shares or the number of shares of Common Stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisions, and other provisions for changes to or adjustment in the exercise price, of the warrants, if any; • any redemption or call provisions; and • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants.

DESCRIPTION OF WARRANTS. We may offer issue warrants to purchase Class A common stock, preferred stock or debt securities, preferred stock, depositary shares or Common Stock. We may offer warrants separately or together with one or more additional warrants, Class A common stock, preferred stock or debt securities, preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares stock or Common Stock Class A common stock will be separately transferable; • the number of shares of Class A common stock or preferred stock, the number of depositary shares or the number of shares of Common Stock stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisionsanti-dilution provisions of, and other provisions for changes to or adjustment in the exercise priceprice of, of the warrants, if any; • any redemption or call provisions; and • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants.

DESCRIPTION OF WARRANTS. We may issue and offer warrants to under the material terms and conditions described in this prospectus and any accompanying prospectus supplement for the purchase of our ordinary shares or debt securities. The accompanying prospectus supplement may add, preferred stock, depositary shares update or Common Stockchange the terms and conditions of the warrants as described in this prospectus. We Warrants may offer warrants separately be issued independently or together with one any securities and may be attached to or more additional separate from those securities. The warrants may be issued under warrant or subscription agreements to be entered into between us and a bank or trust company, as warrant agent, all of which will be described in the prospectus supplement relating to the warrants we are offering. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The particular terms of the warrants, debt securities, preferred stock, depositary shares the warrant or Common Stock, or any combination of those securities in subscription agreements relating to the form of units, as warrants and the warrant certificates representing the warrants will be described in the applicable prospectus supplement. If we issue warrants , including, as part of a unit, applicable: ● the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date title of the warrants. The applicable prospectus supplement will also describe ; ● the following terms initial offering price; ● the aggregate amount of any warrants: • the specific designation and aggregate number of, warrants and the offering price at which we will issue, aggregate amount of equity securities purchasable upon exercise of the warrants; • ● the currency or currency units in which the offering price, if any, and the exercise price are payable; • ● if applicable, the designation and terms of the equity securities with which the warrants are issued, and the amount of warrants issued with each equity security; ● the date, if any, on and after which the warrants and the related equity security will be separately transferable; ● the price at which each underlying security purchasable upon exercise of the warrants may be purchased; ● if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● the date on which the right to exercise the warrants will begin commence and the date on which that the right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrantsexpire; • ● whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants warrant will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • ● the identity of the warrant agent for the warrants and or of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or Common Stock will be separately transferable; • the number of shares of preferred stock, the number of depositary shares or the number of shares of Common Stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • ● information with respect to book-entry procedures, if any; • ● in connection with warrants denominated as rights, the antidilution provisionsextent of any over-subscription privilege with respect to unsubscribed securities; ● whether the warrants may be sold separately or with other securities as part of units; ● if applicable, and a discussion of United States or Israeli income tax, accounting or other considerations applicable to the warrants; ● anti-dilution provisions for changes to or adjustment in the exercise price, of the warrants, if any; • any ● redemption or call provisions, if any, applicable to the warrants; ● the material terms of any standby underwriting arrangement entered into by us in connection with any warrants; and • ● any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or and exercise of the warrants. Holders of warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the warrants. The description in an accompanying prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies of any warrant or subscription agreement if we offer warrants, see “Where You Can Find More Information.” We urge you to read the applicable warrant or subscription agreement and any accompanying prospectus supplement in their entirety. On July 26, 2023, pursuant to the Purchase Agreement, we sold 2,142,858 of our ordinary shares, together with the Warrants to purchase up to 2,142,858 ordinary shares at a combined purchase price of $14.00 per share to the Purchaser in a registered direct offering. The Warrants have an exercise price of $19.00 per share, are exercisable immediately upon issuance and will expire five years from issuance. The Warrants are exercisable for cash only so long as we have an effective registration statement covering the issuance of shares upon the exercise of the Warrants. As of March 31, 2024, in addition to the Warrants, there were two outstanding warrants, which are currently exercisable: (i) a warrant issued upon the consummation of our initial public offering to A-Labs Advisory & Finance Ltd., which provided to us strategic consulting services, to purchase 50,000 ordinary shares, with an exercise price of $18 per share; and (ii) the SK Warrant issued in connect with a Strategic Share Purchase Agreement to SK Square Americas, Inc. (formerly known as SK Telecom TMT Investment Corp.) to purchase 2,262,443 ordinary shares, with an exercise price of $20.87 per share.

DESCRIPTION OF WARRANTS. We may offer issue warrants to purchase debt securitiescommon stock, preferred stock, depositary shares shares, or Common Stockdebt securities. We may offer warrants separately or together with one or more additional warrants, debt securitiescommon stock, preferred stock, depositary shares or Common Stockdebt securities, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, stock or depositary shares or Common Stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or Common Stock common stock will be separately transferable; • the number of shares of preferred common stock, the number of preferred stock or depositary shares or the number of shares of Common Stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisionsanti-dilution provisions of, and other provisions for changes to or adjustment in the exercise priceprice of, of the warrants, if any; • any redemption or call provisions; and • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants.. 32

DESCRIPTION OF WARRANTS. We may offer issue warrants to purchase debt securities, common stock, or preferred stock, depositary shares or Common Stock. We may offer warrants separately or together with one or more additional warrants, debt securities, common stock, or preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred common stock, depositary shares or Common Stock preferred stock with which the warrants are issued and and, the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred common stock, depositary shares or Common Stock preferred stock will be separately transferable; • the number of shares of common stock or preferred stock, the number of depositary shares or the number of shares of Common Stock stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisionsprovisions of, and other provisions for changes to or adjustment in the exercise priceprice of, of the warrants, if any; • any redemption or call provisions; and • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part.

DESCRIPTION OF WARRANTS. We may offer issue warrants to purchase debt securities, preferred stock or common stock, depositary shares or Common Stock. We may offer warrants separately or together with one or more additional warrants, debt securities, shares of preferred stock or common stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date date. We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as described in the prospectus supplement. If we issue the warrants under warrant agreements, the warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of the agency or trust for or with any holders or beneficial owners of warrants. The applicable prospectus supplement We will also describe the following particular terms of any warrants that we offer in the prospectus supplement relating to those warrants. Those terms may include the following: • the specific designation and aggregate number ofof warrants, and the offering price at which we will issue, issue the warrants; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • the date on which the right to exercise the warrants will begin and the date on which that the right will expire or, if you may the warrants are not continuously exercise the warrants exercisable throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants they are to be sold separately or with other securities as parts of unitsexercisable; • whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. United States federal income tax consequencesconsiderations; • the identity of the warrant agent agent, if any, for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listingdesignation, if anyaggregate principal amount, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation currency, denomination and terms of any equity debt securities purchasable that may be purchased upon exercise of the warrants; • the designation, aggregate principal amount, currency currency, denominations and terms of any debt securities that may be purchased preferred stock or common stock purchasable upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares stock or Common Stock common stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any the warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares stock or Common Stock common stock will be separately transferable; • the number principal amount of shares of preferred stock, the number of depositary shares debt securities or the number of shares of Common Stock preferred stock or common stock purchasable upon exercise of a any warrant and the price at which those shares may be purchased; • provisions for changes to or adjustments in the exercise price; • if applicable, the minimum or maximum amount number of the warrants that may be exercised at any one time; • information with respect to any book-entry procedures, if any; • the any antidilution provisions, and other provisions for changes to or adjustment in the exercise price, provision of the warrants, if any; • any redemption or call provisions; and • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or and exercise of the warrants. Pursuant to the Amended and Restated Loan and Security Agreement, dated September 26, 2014, among the Company and its operating subsidiaries, including TransEnterix Surgical, and Oxford Finance LLC and Silicon Valley Bank, we issued warrants to purchase an aggregate of 38,324 shares of common stock to the lenders. These warrants were in addition to warrants to purchase an aggregate of 279,587 shares of common stock issued to the lenders under the original loan and security agreement, as amended. Pursuant to a stock purchase agreement dated March 22, 2013 among SafeStitch and the investors executing such agreement, SafeStitch issued warrants to acquire 1,209,600 shares of common stock. As of September 30, 2014, warrants to acquire 1,135,600 shares of our common stock remain outstanding. We may issue units consisting of one or more of the other securities that may be offered under this prospectus, in any combination. These units may be issuable as, and for a specified period of time may be transferable only as, a single security, rather than as the separate constituent securities comprising such units. The statements made in this section relating to the units are summaries only and are not complete. When we issue units, we will provide the specific terms of the units in a prospectus supplement. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.

DESCRIPTION OF WARRANTS. We The following description summarizes certain terms and conditions of the warrants that we may offer and sell pursuant to this prospectus. When we offer to sell a particular series of warrants, we will describe the specific terms and conditions of the warrants in a prospectus supplement to purchase debt securities, preferred stock, depositary shares or Common Stockthis prospectus. We will also indicate in the applicable prospectus supplement whether the general terms and conditions described in this prospectus apply to the series of warrants. The terms and conditions of the warrants may offer warrants separately or together with be different in one or more additional warrantsrespects from the terms and conditions described below. If so, debt securities, preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as differences will be described in the applicable prospectus supplement. If we issue warrants as part of a unit, We urge you to read the applicable prospectus supplement will specify whether those warrants may be separated from and any related free writing prospectus, as well as the other securities in complete warrant agreements and warrant certificates that contain the unit prior to the expiration date terms of the 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 applicable prospectus supplement will also describe the following terms of any warrantswarrants offered under a prospectus supplement may differ from the terms described below. The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include: • · the specific designation and aggregate number of, of shares of common stock or preferred stock issuable upon the exercise of warrants to purchase such shares and the offering price at which we will issuesuch 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 issuable 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 currency or currency units in which the offering pricedate, if any, on and after which the warrants and the exercise price are payablerelated 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 begin commence and the date on which that the right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrantsexpire; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material · U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of consequences applicable to the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or Common Stock will be separately transferable; • the number of shares of preferred stock, the number of depositary shares or the number of shares of Common Stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisions, and other provisions for changes to or adjustment in the exercise price, of the warrants, if any; • any redemption or call provisions; and • · any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exchange, exercise and settlement of the warrants. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any. The transfer agent for our public warrants is Continental Stock Transfer & Trust Company. The public warrants are listed on Nasdaq under the symbol “BAERW”. This description and the description in the applicable prospectus supplement and any free writing prospectus of any warrants that we may offer is not and will not necessarily be complete and will be subject, and qualified in its entirety by reference, to the applicable warrant agreements and warrant certificates, which will be filed with the SEC.

DESCRIPTION OF WARRANTS. We may offer issue warrants to purchase Class A common stock, preferred stock or debt securities, preferred stock, depositary shares or Common Stock. We may offer warrants separately or together with one or more additional warrants, Class A common stock, preferred stock or debt securities, preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the applicable accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the specific designation and aggregate number of, and the offering price at which we will issue, the warrants; ​ • the currency or currency units in which the offering price, if any, and the exercise price are payable; ​ • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; ​ • whether the warrants are to be sold separately or with other securities as parts of units; ​ • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ​ • any applicable material U.S. federal income tax consequences; ​ • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; ​ • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ​ • the designation and terms of any equity securities purchasable upon exercise of the warrants; ​ • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; ​ • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock stock with which the warrants are issued and the number of warrants issued with each security; ​ • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares stock or Common Stock Class A common stock will be separately transferable; ​ • the number of shares of Class A common stock or preferred stock, the number of depositary shares or the number of shares of Common Stock stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; ​ • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ​ • information with respect to book-entry procedures, if any; ​ • the antidilution provisionsanti-dilution provisions of, and other provisions for changes to or adjustment in the exercise priceprice of, of the warrants, if any; ​ • any redemption or call provisions; and ​ • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange or exercise of the warrants.. ​ TABLE OF CONTENTS​

DESCRIPTION OF WARRANTS. We may offer issue warrants to for the purchase debt securitiesof common stock, preferred stock or depositary shares and may issue warrants independently or together with common stock, preferred stock or depositary shares or Common Stockattached to, or separate from, such securities. We may offer will issue each series of warrants separately under a separate warrant agreement between us and a bank or together with one or more additional warrants, debt securities, preferred stock, depositary shares or Common Stock, or any combination of those securities in the form of unitstrust company as warrant agent, as described specified in the applicable prospectus supplement. If we issue The form of warrant agreement and the form of the warrant certificate will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The warrant agent will act solely as our agent in connection with the warrants as part and will not act for or on behalf of a unit, warrant holders. The following sets forth certain general terms and provisions of the warrants that may be offered under this registration statement. Further terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrantssupplement. The applicable prospectus supplement will also describe the following terms of any warrantsthe warrants in respect of which this prospectus is being delivered, including, where applicable, the following: • the specific designation and aggregate number of, and the offering price at which we will issue, the title of such warrants; • the currency aggregate number of such warrants; • the price or currency units in prices at which such warrants will be issued; • the offering pricetype and number of securities purchasable upon exercise of such warrants; • the designation and terms of the other securities, if any, with which such warrants are issued and the number of such warrants issued with each such offered security; • the date, if any, on and after which such warrants and the related securities will be separately transferable; • the price at which each security purchasable upon exercise price are payableof such warrants may be purchased; • the date on which the right to exercise the such warrants will begin shall commence and the date on which that such right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrantsshall expire; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the debt securities, preferred stock, depositary shares or Common Stock with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock, depositary shares or Common Stock will be separately transferable; • the number of shares of preferred stock, the number of depositary shares or the number of shares of Common Stock purchasable upon exercise of a warrant and the price at which those shares may be purchased; • if applicable, the minimum or maximum amount of the such warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the antidilution provisions, and other provisions for changes to or adjustment in the exercise price, of the warrants, if anyany anti-dilution protection; • any redemption or call provisionsa discussion of certain material U.S. federal income tax considerations; and • any additional other terms of the such warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants. Warrant certificates will be exchangeable for new warrant certificates of different denominations and warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Prior to the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise or to any dividend payments or voting rights as to which holders of the shares of common stock or preferred stock purchasable upon such exercise may be entitled. Each warrant will entitle the holder to purchase for cash such number of shares of common stock or preferred stock, at such exercise price as shall, in each case, be set forth in, or be determinable as set forth in, the applicable prospectus supplement relating to the warrants offered thereby. After the expiration date set forth in applicable prospectus supplement, unexercised warrants will be void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants are presented for exercise with respect to a warrant certificate, a new warrant certificate will be issued for the remaining amount of warrants.