Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, description summarizes the material general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may offer under this prospectus. While and the terms we have extent, if any, to which the general provisions summarized below will generally apply to any future series of debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of relating to the series and any debt securities we offer under a prospectus supplement or applicable free writing prospectus may differ from that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless the terms we describe belowcontext otherwise requires or as otherwise expressly stated, its subsidiaries. We will may issue any senior notes debt securities from time to time, in one or more series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the senior indenturetrustee. We will may issue any subordinated notes debt securities from time to time, in one or more series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the subordinated indenturetrustee. We have filed The forms of these documents senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus is forms a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalreferred to individually as an indenture and together as the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes some of the provisions of the indentures and is qualified in its entirety by the specific text of the indentures, including definitions of terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under pursuant to this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The If we so indicate in a prospectus supplement, the terms of any debt securities we offer offered under a such prospectus supplement or free writing prospectus may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control. We may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior notes debt securities under a senior indenture which that we will enter into with the a trustee to be named in the senior indenture. We will issue any such subordinated notes debt securities under a subordinated indenture indenture, which we will enter into with the a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement statement, of which this prospectus is a part. We use the term “indentures” to refer to both either the senior indenture and or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, or the Trust Indenture Act, as amendedin effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectusprospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. However, no prospectus supplement shall 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. As of the date of this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes debt securities under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes debt securities under a the subordinated indenture which and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part. We use part or will be incorporated by reference from reports that we file with the term “indentures” to refer to both the senior indenture and the subordinated indentureSEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amendedamended (the “Trust Indenture Act”). We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or supplements and any related free writing prospectus that is prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under pursuant to this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The If we so indicate in a prospectus supplement, the terms of any debt securities we offer offered under a such prospectus supplement or free writing prospectus may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control. We may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior notes debt securities under a senior indenture which that we will enter into with the a trustee to be named in the senior indenture. We will issue any such subordinated notes debt securities under a subordinated indenture indenture, which we will enter into with the a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement statement, of which this prospectus is a part. We use the term “"indentures” to refer to both either the senior indenture and or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as amendedin effect on the date of the indenture. We use the term “"debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. General The following description, together with the additional information we include in any applicable debt securities offered by this prospectus supplements or free writing prospectus, summarizes the material will be our direct unsecured general obligations. This prospectus describes certain general terms and provisions of the debt securities that we may offer under offered through this prospectus. While In the terms following discussion, we have summarized below will generally apply refer to any future debt securities of our direct unsecured general obligations as the “Debt Securities.” When we may offer under this prospectusto sell a particular series of Debt Securities, we will describe the particular specific terms of any debt securities that we may offer series in more detail in the applicable a prospectus supplement or any free writing prospectus. The terms of any debt securities Debt Securities will be issued under an open-ended Indenture (for Debt Securities) between us and a trustee to be elected by us at or about the time we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe belowour Debt Securities. We will issue any senior notes under a senior indenture which we will enter The open-ended Indenture (for Debt Securities) is incorporated by reference into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a partpart and is filed as an exhibit to the registration statement. We use the term “indentures” to In this prospectus we refer to both the senior indenture and Indenture (for Debt Securities) as the “Debt Securities Indenture.” We refer to the trustee under any Debt Securities Indenture as the “Debt Securities Trustee.” The prospectus supplement or any free writing prospectus applicable to a particular series of Debt Securities may state that a particular series of Debt Securities will be our subordinated indentureobligations. The indentures form of Debt Securities Indenture referred to above includes optional provisions (designated by brackets (“[ ]”)) that we would expect to appear in a separate indenture for subordinated debt securities in the event we issue subordinated debt securities. In the following discussion, we refer to any of our subordinated obligations as the “Subordinated Debt Securities.” Unless the applicable prospectus supplement or any free writing prospectus provides otherwise, we will use a separate Debt Securities Indenture for any Subordinated Debt Securities that we may issue. Our Debt Securities Indenture will be qualified under the Trust Indenture Act of 1939, as amendedamended (the “Trust Indenture Act”), and you should refer to the Trust Indenture Act for the provisions that apply to the Debt Securities. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material have summarized selected provisions of the senior notes, the subordinated notes Debt Securities Indenture below. Each Debt Securities Indenture will be independent of any other Debt Securities Indenture unless otherwise stated in a prospectus supplement or any free writing prospectus. The summary that follows is not complete and the indentures are subject to, and summary is qualified in their its entirety by reference to, all to the provisions of the indenture applicable to a particular series of debt securitiesDebt Securities Indenture. We urge you to read You should consult the applicable Debt Securities, Debt Securities Indenture, any supplemental indentures, officers’ certificates and other related documents for more complete information on the Debt Securities. These documents appear as exhibits to, or are incorporated by reference into, the registration statement of which this prospectus supplement is a part, or free writing prospectus will appear as exhibits to other documents that is related we will file with the SEC, which will be incorporated by reference into this prospectus. In the summary below, we have included references to applicable section numbers of the Debt Securities Indenture so that you can easily locate these provisions. Ranking Our Debt Securities that are not designated Subordinated Debt Securities will be effectively subordinated to all secured indebtedness that we have outstanding from time to time to the debt securities extent of the value of the collateral securing such secured indebtedness. Our Debt Securities that we sell under this prospectus, are designated Subordinated Debt Securities will be subordinate to all outstanding secured indebtedness as well as Debt Securities that are not designated Subordinated Debt Securities. The Indenture (for Debt Securities) does not limit the complete indentures amount of secured indebtedness that contain the terms of the debt securities. Except as we may otherwise indicateissue or incur. We conduct substantially all of our operations, and make substantially all of our investments, through our operating partnership and its subsidiaries. Our ability to meet our financial obligations with respect to any future Debt Securities, and cash needs generally, is dependent on our operating cash flow, our ability to access various sources of short- and long-term liquidity, including our bank facilities, the terms capital markets and distributions from our subsidiaries. Holders of the senior indenture our Debt Securities will effectively have a junior position to claims of creditors of our subsidiaries, including trade creditors, debt holders, secured creditors, taxing authorities and the subordinated indenture are identicalguarantee holders.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplement, summarizes the material terms and provisions of the any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectusoffer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we may offer under a prospectus supplement or free writing prospectus may differ from the terms we describe described below. We For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will issue any senior notes under a senior indenture contain additional important terms and provisions, the form of which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits an exhibit to the registration statement Registration Statement of which this prospectus is a partpart and is incorporated herein by reference. We use will file any definitive indenture as an exhibit to reports that we file with the term “indentures” to refer to both the senior indenture SEC and incorporate by reference in this prospectus and the subordinated indentureapplicable prospectus supplement. The indentures will Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. We use With respect to any debt securities that we issue, we will describe in each prospectus supplement the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable terms relating to a particular series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the subordination of any series of subordinated debt; • the place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • events of default; • whether we and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be exchanged and transferred; • description of the indenture trustee and paying agent, and the method of payments; and • any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We urge you to read summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement or free writing prospectus that is related to supplement. The indenture: • does not limit the amount of debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms may issue; • allows us to issue debt securities in one or more series; • does not require us to issue all of the debt securities. Except as we may otherwise indicate, securities of a series at the terms same time; • allows us to reopen a series to issue additional debt securities without the consent of the senior indenture holders of the debt securities of such series; and • provides that the subordinated indenture are identicaldebt securities may be secured or unsecured, as may be set forth in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities under one or more trust indentures to be executed by us and U.S. Bank National Association, as trustee. The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material description sets forth certain anticipated general terms and provisions of the debt securities that we to which an accompanying prospectus supplement may offer under this prospectusrelate. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the The particular terms of any the debt securities that we offered by an accompanying prospectus supplement (which terms may offer in more detail be different than those stated below) and the extent, if any, to which such general provisions may apply to the debt securities so offered will be described in the applicable prospectus supplement or free writing prospectusrelating to such debt securities. The Accordingly, for a description of the terms of any a particular issue of debt securities we offer under a securities, investors should review both the accompanying prospectus supplement or free writing prospectus may differ from relating thereto and the terms we describe belowfollowing description. We will issue any senior notes under a senior A form of the indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have (as discussed herein) has been filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the term “indentures” to refer to both prior payment in full of our senior debt (as defined in the senior applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible into shares of our common stock or preferred stock and the terms and conditions upon which a conversion will be effected, including the initial conversion price or rate and the conversion period; • if convertible, the portion of the principal amount that is convertible into common stock or preferred stock, or the method by which any portion will be determined; • if convertible, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined, the person to whom the interest will be payable, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will be payable, where they may be surrendered for conversion or registration of transfer or exchange and where notices or demands to or upon us may be served; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined with reference to an index, formula or other method (which index, formula or method may, but need not be, based upon a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default or covenants set forth in the indenture; • any provisions for collateral security for their repayment; • whether they will be issued in certificated or book-entry form; • whether they will be in registered or bearer form and, if in registered form, the denominations if other than $1,000 and any integral multiple thereof and, if in bearer form, the denominations and related terms and conditions; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The indentures debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be qualified under described in the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicableaccompanying prospectus supplement. The following summaries of material applicable indenture may contain provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable that would limit our ability to a particular series incur indebtedness or that would afford holders of debt securities. We urge you to read securities protection in the applicable prospectus supplement event of a highly leveraged or free writing prospectus that is related to similar transaction involving us or in the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms event of the debt securities. Except as we may otherwise indicate, the terms a change of the senior indenture and the subordinated indenture are identicalcontrol.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the debt securities that we may offer under this prospectuswill be our direct general obligations. While the terms we have summarized below will generally apply to any future The debt securities we may offer under this prospectus, we will describe the particular terms of any be either senior debt securities that we or subordinated debt securities and may offer in more detail in the applicable prospectus supplement be secured or free writing prospectusunsecured and may be convertible into other securities, including our ordinary shares. The terms of any debt securities we offer will be issued under one or more separate indentures between our company and a prospectus supplement or free writing prospectus may differ from the terms we describe belowfinancial institution that will act as trustee. We Senior debt securities will issue any senior notes be issued under a senior indenture which we will enter into with the trustee named in the senior indenture. We Subordinated debt securities will issue any subordinated notes be issued under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms Each of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indentureindenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures will be qualified under are subject to and governed by the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the The senior trustee or the indenture and subordinated trusteeindenture are substantially identical, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all except for the provisions relating to subordination. Neither indenture will limit the amount of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectusmay issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as well as of a recent date, that is senior to the complete indentures that contain subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities. Except as we may otherwise indicate; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the terms denominations in which the debt securities will be issuable; • if other than the currency of the senior indenture United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the subordinated indenture are identicaldebt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions description of the terms of debt securities that we may offer under this prospectusissue and the related indenture, if any, is only a summary. While This description and the terms we have summarized below will generally apply description contained in any prospectus supplement are subject to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer and qualified in more detail in their entirety by reference to the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We indentures, which will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents be incorporated by reference as exhibits to the registration statement of which this prospectus is a part. We use may offer secured or unsecured debt securities in one or more series which may be senior, subordinated or junior subordinated, and which may be convertible or exchangeable into another security. Unless otherwise specified in the term applicable prospectus supplement, the debt securities will be issued in one or more series under the Indenture, dated June 21, 2019, between us and U.S. Bank, N.A. (the “indentures” to refer to both the senior indenture Indenture”), and the subordinated indenture. The indentures specific terms applicable to such debt securities will be qualified under set forth in an supplement to such Indenture and in the applicable debt securities in accordance with the Trust Indenture Act of 1939, as amended. We use amended (the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicableTIA”). The following summaries description of material selected provisions of the senior notes, the subordinated notes Indenture and the indentures are subject todebt securities that may be issued thereunder is not complete, and the description of the selected terms of a specific series of debt securities included in the applicable prospectus supplement also will not be complete. You should review the form of the Indenture, any supplemental indentures and the form of the applicable debt security, which forms have been or will be filed as exhibits to the registration statement of which this prospectus is a part, or as exhibits to documents which have been or will be incorporated by reference in this base prospectus. To obtain a copy of the form of the Indenture or the form of the applicable debt securities, see “Where You Can Find More Information” in this prospectus. The following description of debt securities and the description of the debt securities of the particular series in the applicable prospectus supplement are qualified in their entirety by reference to, to all of the provisions of the indenture Indenture, any supplemental indentures and the applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under , which provisions, including defined terms, are incorporated by reference in this prospectus, as well as . Capitalized terms used but not defined in this section shall have the complete indentures that contain meanings assigned to those terms in the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalIndenture.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, description summarizes the material general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may offer under this prospectus. While and the terms we have extent, if any, to which the general provisions summarized below will generally apply to any future series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered. We may offer under this prospectus, we will describe the particular terms of any issue senior debt securities from time to time, in one or more series, which may be issued under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we refer to as the senior trustee. We may issue subordinated debt securities from time to time, in one or more series, which may be issued under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we refer to as the subordinated trustee. While it is highly likely that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer issue will be issued under an indenture, we reserve the right to issue debt securities other than under an indenture pursuant to an exemption from the indenture requirement under the Trust Indenture Act of 1939. Any debt securities issued by us other than pursuant to an indenture will subject the purchasers of such debt securities to certain unique risks arising from the lack of a trustee charged with the responsibility of monitoring the debt securities and enforcing the rights of the holders of such debt securities, which will be set forth in a prospectus supplement or free writing prospectus may differ from the terms we describe belowfiled with regard to such unindentured debt securities. We will issue any senior notes under a The forms of senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a and subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have are filed forms of these documents as exhibits to the registration statement of which this prospectus is forms a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939Together, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalreferred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review any indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. If we issue debt securities other than under an indenture, we will likely be limited to issuing a maximum of $50 million of such debt securities and it is also likely that such debt securities will be unsecured and subordinated. Any indenture regarding debt securities issued by us will not limit the amount of debt securities that we may issue. The debt securities or applicable indenture, if any, will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. The following descriptionReferences to “us,” “our,” “we” and the “Company” in this section refer to Rani Therapeutics Holdings, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the Inc. only. We may issue debt securities that we may offer under this prospectusfrom time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we offer offered under a prospectus supplement or free writing prospectus may differ from the terms described below. Unless the context requires otherwise, whenever we describe belowrefer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes the debt securities under a senior the indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use have filed the term “debenture trustee” form of indenture as an exhibit to refer the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to either the senior trustee registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the subordinated trustee, as applicableSEC. The following summaries summary of material provisions of the senior notes, the subordinated notes debt securities and the indentures are indenture is subject to, and qualified in their its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or supplements and any related free writing prospectus that is prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures indenture that contain contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under pursuant to this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The If we so indicate in a prospectus supplement, the terms of any debt securities we offer offered under a such prospectus supplement or free writing prospectus may differ from the terms we describe below, and to the extent the terms set forth in a prospectus supplement differ from the terms described below, the terms set forth in the prospectus supplement shall control. We may sell from time to time, in one or more offerings under this prospectus, debt securities, which may be senior or subordinated. We will issue any such senior notes debt securities under a senior indenture which that we will enter into with the a trustee to be named in the senior indenture. We will issue any such subordinated notes debt securities under a subordinated indenture indenture, which we will enter into with the a trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement statement, of which this prospectus is a part. We use the term “indentures” to refer to both either the senior indenture and or the subordinated indenture, as applicable. The indentures will be qualified under the Trust Indenture Act of 1939, as amendedin effect on the date of the indenture. We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the debt securities that we may offer under this prospectuswill be our direct general obligations. While the terms we have summarized below will generally apply to any future The debt securities we may offer under this prospectus, we will describe the particular terms of any be either senior debt securities that we or subordinated debt securities and may offer in more detail in the applicable prospectus supplement be secured or free writing prospectusunsecured and may be convertible into other securities, including our common shares. The terms of any debt securities we offer will be issued under one or more separate indentures between our company and a prospectus supplement or free writing prospectus may differ from the terms we describe belowfinancial institution that will act as trustee. We Senior debt securities will issue any senior notes be issued under a senior indenture which we will enter into with the trustee named in the senior indenture. We Subordinated debt securities will issue any subordinated notes be issued under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms Each of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indentureindenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures will be qualified under are subject to and governed by the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the The senior trustee or the indenture and subordinated trusteeindenture are substantially identical, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all except for the provisions relating to subordination. Neither indenture will limit the amount of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, may issue. We may issue debt securities up to an aggregate principal amount as well as the complete indentures that contain we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities. Except as we may otherwise indicate, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the senior indenture Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the subordinated indenture are identicaldenominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable This prospectus supplements or free writing prospectus, summarizes the material describes certain general terms and provisions of the debt securities that we may offer under this prospectussecurities. While the terms we have summarized below will generally apply to any future The debt securities we may offer under this prospectusconstitute either senior or subordinated debt securities, we and in either case will describe the particular terms of any be unsecured, and may also include convertible debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe belowsecurities. We will issue any debt securities that will be senior notes debt under a senior indenture which we will enter into with an Indenture between us and U.S. Bank National Association, as trustee, or the trustee named in the senior indenture. “Senior Indenture.” We will issue any debt securities that will be subordinated notes debt under an Indenture between us and U.S. Bank National Association, as trustee, or the “Subordinated Indenture.” This prospectus refers to the Senior Indenture and the Subordinated Indenture individually as the “Indenture” and collectively as the “Indentures.” The form of Senior Indenture and the form of Subordinated Indenture are included as exhibits to the registration statement of which this prospectus forms a subordinated indenture which we will enter into with part. The term “trustee” refers to the trustee named under each Indenture, as appropriate. The Indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The Indentures are substantially identical, except for the provisions relating to subordination, which are included only in the subordinated indentureSubordinated Indenture. We have The following summary of the material provisions of the Indentures and the debt securities is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Indentures, each of which has been filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus Indenture that is related applicable to you because it, and not the debt securities that we sell under this prospectussummary below, defines your rights as well as the complete indentures that contain the terms a holder of the debt securities. Except as we may otherwise indicate, the terms You can obtain copies of the senior indenture and Indentures by following the subordinated indenture are identicaldirections described under the heading “Where You Can Find More Information.”

DESCRIPTION OF DEBT SECURITIES. General The following descriptiondescription of the terms of our senior debt securities and subordinated debt securities (together, together with referred to as the additional information we include in any applicable prospectus supplements or free writing prospectus“debt securities”), summarizes the material sets forth certain general terms and provisions of the debt securities that we to which any prospectus supplement may offer under this prospectusrelate. While Unless otherwise noted, the general terms we have summarized and provisions of our debt securities discussed below will generally apply to any future both our senior debt securities we and our subordinated debt securities. Our debt securities may offer under this prospectus, we will describe the be issued from time to time in one or more series. The particular terms of any series of debt securities that we and the extent to which the general provisions may offer in more detail apply to a particular series of debt securities will be described in the applicable prospectus supplement or free writing prospectusrelating to that series. The terms of any senior debt securities we offer will be issued under an indenture (the “senior indenture”) between us and a prospectus supplement or free writing prospectus may differ from Senior Indenture trustee (the terms we describe below“Senior Indenture Trustee”). We The subordinated debt securities will issue any senior notes be issued under a senior an indenture which we will enter into (the “subordinated indenture” and, together with the trustee named in the senior indenture, the “indentures”) between us and a Subordinated Indenture trustee (the “Subordinated Indenture Trustee”). We The Senior Indenture Trustee and the Subordinated Indenture Trustee are both referred to, individually, as the “trustee”. The senior debt securities will issue any constitute our unsecured and unsubordinated obligations and the subordinated notes debt securities will constitute our unsecured and subordinated obligations. A detailed description of the subordination provisions is provided below under a the caption “- Ranking and Subordination - Subordination.” In general, however, if we declare bankruptcy, holders of the senior debt securities will be paid in full before the holders of subordinated indenture which we debt securities will enter into with the trustee named receive anything. The statements set forth below are brief summaries of certain provisions contained in the subordinated indenture. We have filed indentures, which summaries do not purport to be complete and are qualified in their entirety by reference to the forms of these documents indentures, which are filed as exhibits to the registration statement of which this prospectus is forms a part. We use Terms used herein that are otherwise not defined shall have the term “meanings given to them in the indentures” to refer to both the senior indenture and the subordinated indenture. Such defined terms shall be incorporated herein by reference. The indentures will not limit the amount of debt securities that may be qualified issued under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject toapplicable indenture, and qualified in their entirety debt securities may be issued under the applicable indenture up to the aggregate principal amount that may be authorized from time to time by reference to, all the provisions of the indenture us. Any such limit applicable to a particular series will be specified in the prospectus supplement relating to that series. The prospectus supplement relating to any series of debt securities in respect of which this prospectus is being delivered will contain the following terms, among others, for each such series of debt securities: · the designation and issue date of the debt securities; · the date or dates on which the principal amount of the debt securities is payable; · the rate or rates (or manner of calculation thereof), if any, per annum at which the debt securities will bear interest, if any, the date or dates from which interest will accrue and the interest payment date or dates for the debt securities; · any limit upon the aggregate principal amount of the debt securities which may be authenticated and delivered under the applicable indenture; · the period or periods within which, the redemption price or prices or the repayment price or prices, as the case may be, at which, and the terms and conditions upon which, the debt securities may be redeemed at the Company’s option or the option of the holder of such debt securities; 15 · the obligation, if any, of the Company to purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of such debt securities and the period or periods within which, the price or prices at which and the terms and conditions upon which such debt securities will be purchased, in whole or in part, pursuant to such obligation; · if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable; · provisions, if any, with regard to the conversion or exchange of the debt securities, at the option of the holders of such debt securities or the Company, as the case may be, for or into new securities of a different series, common stock or other securities; · if other than U.S. dollars, the currency or currencies or units based on or related to currencies in which the debt securities will be denominated and in which payments of principal of, and any premium and interest on, such debt securities shall or may be payable; · if the principal of (and premium, if any) or interest, if any, on the debt securities are to be payable, at the election of the Company or a holder of such debt securities, in a currency (including a composite currency) other than that in which such debt securities are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; · if the amount of payments of principal of (and premium, if any) or interest, if any, on the debt securities may be determined with reference to an index based on a currency (including a composite currency) other than that in which such debt securities are stated to be payable, the manner in which such amounts shall be determined; · provisions, if any, related to the exchange of the debt securities, at the option of the holders of such debt securities, for other securities of the same series of the same aggregate principal amount or of a different authorized series or different authorized denomination or denominations, or both; · the portion of the principal amount of the debt securities, if other than the principal amount thereof, which shall be payable upon declaration of acceleration of the maturity thereof as more fully described under the section “Events of Default, Notice and Waiver” below; · whether the debt securities will be issued in the form of global securities and, if so, the identity of the depositary with respect to such global securities; · if the debt securities will be guaranteed, the terms and conditions of such guarantees and provisions for the accession of the guarantors to certain obligations under the applicable indenture; · with respect to subordinated debt securities only, the amendment or modification of the subordination provisions in the subordinated indenture with respect to the debt securities; and · any other specific terms. We urge may issue debt securities of any series at various times and we may reopen any series for further issuances from time to time without notice to existing holders of securities of that series. Some of the debt securities may be issued as original issue discount debt securities. Original issue discount debt securities bear no interest or bear interest at below- market rates. These are sold at a discount below their stated principal amount. If we issue these securities, the prospectus supplement relating to such series of debt securities will describe any special tax, accounting or other information which we think is important. We encourage you to read consult with your own tax and financial advisors on these important matters. 16 Unless we specify otherwise in the applicable prospectus supplement relating to such series of debt securities, the covenants contained in the indentures will not provide special protection to holders of debt securities if we enter into a highly leveraged transaction, recapitalization or free writing restructuring. Unless otherwise set forth in the prospectus supplement relating to such series of debt securities, interest on outstanding debt securities will be paid to holders of record on the date that is related 15 days prior to the date such interest is to be paid or, if not a business day, the next preceding business day. Unless otherwise specified in the prospectus supplement, debt securities will be issued in fully registered form only. Unless otherwise specified in the prospectus supplement, the principal amount of the debt securities that we sell under this prospectus, as well as will be payable at the complete indentures that contain the terms corporate trust office of the trustee in New York, New York. The debt securities. Except as securities may be presented for transfer or exchange at such office unless otherwise specified in the prospectus supplement, subject to the limitations provided in the applicable indenture, without any service charge, but we may otherwise indicate, the terms require payment of the senior indenture and the subordinated indenture are identicala sum sufficient to cover any tax or other governmental charges payable in connection therewith.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities under one or more trust indentures to be executed by us and a specified trustee. The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material description sets forth certain anticipated general terms and provisions of the debt securities that we to which an accompanying prospectus supplement may offer under this prospectusrelate. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the The particular terms of any the debt securities that we offered by an accompanying prospectus supplement (which terms may offer in more detail be different than those stated below) and the extent, if any, to which such general provisions may apply to the debt securities so offered will be described in the applicable prospectus supplement or free writing prospectusrelating to such debt securities. The Accordingly, for a description of the terms of any a particular issue of debt securities we offer under a securities, investors should review both the accompanying prospectus supplement or free writing prospectus may differ from relating thereto and the terms we describe belowfollowing description. We will issue any senior notes under a senior A form of the indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have (as discussed herein) has been filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the term “indentures” to refer to both prior payment in full of our senior debt (as defined in the senior applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the subordinated debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by a resolution of the board of directors or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The indentures accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • the title of the series; • the price or prices (expressed as a percentage of the principal amount thereof) at which the debt securities will be qualified under issued; • any limit upon the Trust Indenture Act aggregate principal amount of 1939the debt securities which may be authenticated and delivered; • the date or dates or the method by which such date or dates will be determined on which the principal of the debt securities is payable; • the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine such rate or rates, at which the debt securities shall bear interest, if any, the date or dates from which such interest, if any, shall accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date and the basis upon which interest shall be calculated if other than that of a 360-day year consisting of twelve 30-day months; • the place or places where the principal of and interest, if any, on the debt securities shall be payable, or the method of such payment, if by wire transfer, mail or other means; • if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at the option of the Company; • the obligation, if any, of the Company to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder and the period or periods within which, the price or prices at which and the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; • the dates, if any, on which and the price or prices at which the debt securities will be repurchased by the Company at the option of the holders; • if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the debt securities will be issuable; • the forms of the debt securities and whether the debt securities will be issuable as amended. We use global securities; • if other than the term “debenture trustee” principal amount thereof, the portion of the principal amount of the debt securities that shall be payable upon declaration of acceleration of the maturity; • if other than United States dollars, the currency of denomination of the debt securities; • if other than United States dollars, the designation of the currency, currencies or currency units in which payment of the principal of and interest, if any, on the debt securities will be made; • if payments of principal of or interest, if any, on the debt securities are to refer be made in one or more currencies or currency units other than that or those in which such debt securities are denominated, the manner in which the exchange rate with respect to either such payments will be determined; • the senior manner in which the amounts of payment of principal of or interest, if any, on the debt securities will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; • the provisions, if any, relating to any security provided for the debt securities; • the provisions, if any, relating to any guarantees of the debt securities; • any addition to or change in the events of default which applies to any debt securities and any change in the right of the trustee or the subordinated trustee, as applicable. The following summaries requisite holders of material provisions such debt securities to declare the principal amount thereof due and payable; • any addition to or change in the covenants set forth in the indenture; • any other terms of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all debt securities (which terms shall not be inconsistent with the provisions of the indenture, but which may modify or delete any provision of the indenture applicable insofar as it applies to a particular series of such series); • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt securities. We urge you ; • the date as of which any temporary global security representing outstanding securities shall be dated if other than the date of original issuance of the first debt security of the series to read be issued; • the applicable prospectus supplement or free writing prospectus that is related applicability, if any, of the defeasance and covenant defeasance to the debt securities that we sell and any provisions in modification of, in addition to or in lieu of any of such provisions; • if the debt securities are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary debt security) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and/or terms of such certificates, documents or conditions; • if the debt securities are to be issued upon the exercise of debt warrants, the time, manner and place for such debt securities to be authenticated and delivered; • whether and under this prospectuswhat circumstances the Company will pay “additional amounts” on the debt securities to any holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, as well as assessment or governmental charge and, if so, whether the complete indentures that contain Company will have the option to redeem such debt securities rather than pay such additional amounts (and the terms of any such option); • the obligation, if any, of the Company to permit the debt securities. Except as we may otherwise indicatesecurities to be converted into or exchanged for common stock of the Company or other securities or property of the Company and the terms and conditions upon which such conversion or exchange shall be effected (including, without limitation, the initial conversion or exchange price or rate, the conversion or exchange period, any adjustment of the applicable conversion or exchange price or rate and any requirements relative to the reservation of such shares for purposes of conversion or exchange); • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the debt securities or property into which such debt securities are convertible or exchangeable; • whether the debt securities are senior debt securities or subordinate debt securities and, if subordinate, the terms of such subordination; and • the senior applicability, if any, of the guarantee provision of the indenture and any provisions in modification, in addition to or in lieu of any of such provisions. The debt securities may provide for less than the subordinated entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be described in the accompanying prospectus supplement. The applicable indenture are identicalmay contain provisions that would limit our ability to incur indebtedness or that would afford holders of debt securities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The following descriptionsenior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, together with to the additional information we include extent and in any applicable prospectus supplements the manner described in the instrument governing the debt, to all or free writing prospectus, summarizes the material terms and provisions some portion of the our senior indebtedness. Any convertible debt securities that we may offer issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under this prospectusone or more indentures, which are contracts between us and a national banking association or other eligible party, as trustee. While the terms we have summarized below will apply generally apply to any future debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable a prospectus supplement or (and any free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below). We will issue any the senior notes under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any the subordinated notes under a the subordinated indenture which that we will enter into with the trustee named in the subordinated indenture. We have filed will file forms of these documents as exhibits to an amendment to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “debenture indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the indentures are subject to, not complete and are qualified in their entirety by reference to, to all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to You should read the applicable prospectus supplement or (and any free writing prospectus that is we may authorize to be provided to you) related to the series of debt securities that we sell under this prospectusbeing offered, as well as the complete indentures that contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the Commission. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical. The following are some of the terms relating to a series of debt securities that could be described in a prospectus supplement: • title; • principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be; • maturity date; • principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether the debt securities will be secured or unsecured, and the terms of any secured debt; • terms of the subordination of any series of subordinated debt; • place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment of interest and the maximum length of any such deferral period; • date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions; • provisions for a sinking fund, purchase or other analogous fund, if any; • date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; • whether the indenture will restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; • whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • procedures for any auction or remarketing, if any; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • if other than dollars, the currency in which the series of debt securities will be denominated; and • any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. Conversion or Exchange Rights We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. Subject to the terms of our existing senior secured notes or other debt facilities we may enter into in the future, we may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, description summarizes the material general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may offer under this prospectus. While and the terms we have extent, if any, to which the general provisions summarized below will generally apply to any future series of debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of relating to the series and any debt securities we offer under a prospectus supplement or applicable free writing prospectus may differ from that we authorize to be delivered. When we refer to “our company,” “we,” “our” and “us” in this section, we mean Blue Apron Holdings, Inc., excluding, unless the terms we describe belowcontext otherwise requires or as otherwise expressly stated, its subsidiaries. We will may issue any senior notes debt securities from time to time, in one or more series under a senior indenture which we will enter to be entered into with the between us and a senior trustee to be named in a prospectus supplement (the “senior indenturetrustee”). We will may issue any subordinated notes debt securities from time to time, in one or more series under a subordinated indenture which we will enter to be entered into with the between us and a subordinated trustee to be named in a prospectus supplement (the “subordinated indenturetrustee”). We have filed The forms of these documents senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus is forms a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalreferred to individually as an indenture and together as the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes some of the provisions of the indentures and is qualified in its entirety by the specific text of the indentures, including definitions of terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions description of the terms of debt securities that we may offer under this prospectusissue and the related indenture, if any, is only a summary. While This description and the terms we have summarized below will generally apply description contained in any prospectus supplement are subject to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer and qualified in more detail in their entirety by reference to the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We indentures, which will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents be incorporated by reference as exhibits to the registration statement of which this prospectus is a part. We use may offer secured or unsecured debt securities in one or more series which may be senior, subordinated or junior subordinated, and which may be convertible or exchangeable into another security. Unless otherwise specified in the term “indentures” applicable prospectus supplement, our debt securities will be issued in one or more series under an indenture to refer be entered into by us and a bank or trust company. As of the date of this prospectus, we have not entered into any indenture agreements. In addition, under the terms of the Xxxxxxx Facility, our ability to both incur any funded indebtedness is restricted. The following description briefly sets forth certain general terms and provisions of the senior debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will be described in the applicable prospectus supplement. The terms of the debt securities will include those set forth in the applicable indenture and those made a part of the subordinated indenture. The indentures will be qualified under applicable indenture by the Trust Indenture Act of 1939, as amendedor TIA, if any. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notesYou should read this summary, the subordinated notes applicable prospectus supplement and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the applicable indenture applicable to a particular series of or supplemental indenture, if any, in their entirety before investing in our debt securities. We urge you to read The aggregate principal amount of debt securities that may be issued under the applicable respective indentures may be unlimited. The prospectus supplement or free writing prospectus that is related relating to the any series of debt securities that we sell under this prospectus, as well as the complete indentures that may offer will contain the specific terms of the debt securities. Except as we These terms may otherwise indicateinclude the following: • the issuer or co-obligors of such debt securities; • the guarantors of each series, if any, and the terms of the senior guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; • the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount; • whether the debt securities will be senior, subordinated or junior subordinated; • whether the debt securities will be secured or unsecured • any applicable subordination provisions; • the maturity date(s) or method for determining same; • the interest rate(s) or the method for determining same; • the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest shall be payable in cash or additional securities; • whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions; • redemption or early repayment provisions; • authorized denominations; • form; • if other than the principal amount, the principal amount of debt securities payable upon acceleration; • place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made; • whether such debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance; • amount of discount or premium, if any, with which such debt securities will be issued; • any covenants applicable to the particular debt securities being issued; • any defaults and events of default applicable to the particular debt securities being issued; 39 • the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such debt securities will be payable; • the time period within which, the manner in which and the terms and conditions upon which the holders of the debt securities or the issuer or co-obligors, as the case may be, can select the payment currency; • our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision; • any restriction or conditions on the transferability of the debt securities; • the securities exchange(s) on which the debt securities will be listed, if any; • whether any underwriter(s) will act as a market maker(s) for the debt securities; • the extent to which a secondary market for the debt securities is expected to develop; • provisions granting special rights to holders of the debt securities upon occurrence of specified events; • compensation payable to and/or reimbursement of expenses of the trustee of the series of debt securities; • provisions for the defeasance of the debt securities or related to satisfaction and discharge of the indenture: • provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the subordinated execution of supplemental indentures for such series; and • any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture are identicalwith respect to such series debt securities).

DESCRIPTION OF DEBT SECURITIES. The following descriptiondebt securities will be our direct general obligations. The debt securities may be secured or unsecured and may be convertible into other securities, together with including our common shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. The material terms of any indenture will be set forth in the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material supplement. We have summarized certain terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectusindentures. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus summary is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenturenot complete. The indentures will be qualified under are subject to and governed by the Trust Indenture Act of 1939, as amended. We use Neither indenture will limit the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries amount of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, may issue. We may issue debt securities up to an aggregate principal amount as well as the complete indentures that contain we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities. Except as we may otherwise indicate; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the terms denominations in which the debt securities will be issuable; • if other than the currency of the senior indenture United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the subordinated indenture are identicaldebt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • any U.S. federal income tax consequences; and • other specific terms, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The following description, together with describes the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material general terms and provisions of the debt securities that we may offer. When we offer under this prospectus. While the terms we have summarized below will generally apply to any future sell particular debt securities we may offer under this prospectussecurities, we will describe the particular specific terms of any debt securities that we offered from time to time in a supplement to this prospectus, which may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from change the terms we describe outlined below. We may issue secured or unsecured and senior or subordinated debt securities. Particular debt securities may have different terms. The senior debt securities will issue any be issued under one or more senior notes under indentures, dated as of a senior indenture which we will enter into with the date prior to such issuance, between us and a trustee to be named in the senior indenturea prospectus supplement, as amended or supplemented from time to time. We Any subordinated debt securities will issue any be issued under one or more subordinated notes under indentures, dated as of a subordinated indenture which we will enter into with the date prior to such issuance, between us and a trustee to be named in a prospectus supplement, as amended or supplemented from time to time. The indentures will be subject to and governed by the subordinated indentureUnited States Trust Indenture Act of 1939. We have filed with the SEC forms of these documents as exhibits to the registration statement of which this prospectus is forms a part. We use For the term “indentures” to complete terms of the debt securities, you should refer to both the senior indenture applicable prospectus supplement and the subordinated indenture. The form of indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a for those particular series of debt securities. We urge encourage you to read the applicable prospectus supplement or free writing prospectus that is related to and the form of indenture for those particular debt securities that before you purchase any of our debt securities. If we sell under this prospectusoffer debt securities, as well as we will describe the complete indentures that contain the specific terms of the debt securities in a prospectus supplement, including: the title of the debt securities. Except as we may otherwise indicate; the aggregate principal amount of the debt securities, the percentage of the principal amount at which the debt securities will be issued and the date or dates when the principal of the debt securities will be payable or how those dates will be determined; whether the amount of payments of principal of, or premium, if any, or interest on, the debt securities will be determined with reference to an index, formula or other method, which could be based on one or more commodities, equity indices or other indices, and how these amounts will be determined; provisions with respect to the subordination of the rights of holders of the debt securities to other security holders or creditors; whether such debt securities will be convertible into or exchangeable for any other securities and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable and any applicable limitations on ownership or transferability of such other securities received on conversion; the person to whom any interest in a debt security will be payable, if other than the registered holder at the close of business on the regular record date; the interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, and how the rate or rates will be determined; the date or dates from which any interest will accrue or how the date or dates will be determined, the date or dates on which any interest will be payable, any regular record dates for these payments or how these dates will be determined and the basis on which any interest will be calculated, if other than on the basis of a 360-day year of twelve 30-day months; the place or places of payment, transfer, conversion and exchange of the senior debt securities and where notices or demands to or upon us in respect of the debt securities may be served; any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events, including but not limited to any make-whole amount, which is the amount in addition to principal and interest that is required to be paid to the holder of a debt security as a result of any optional redemption or accelerated payments of such debt security, or the method for determining the make-whole amount; any optional redemption provisions; provisions relating to subsidiary guarantees, if any; any sinking fund or other provisions that would obligate us to repurchase or redeem the debt securities; any changes or additions to the events of default under the applicable indenture or our covenants, including additions of any restrictive covenants, with respect to the debt securities; any changes or additions to the provisions concerning defeasance and covenant defeasance contained in the indentures that will be applicable to the debt securities; if other than the trustee, the name of any paying agent, security registrar and transfer agent for the debt securities; if the debt securities are not to be issued in book-entry form only and held by The Depository Trust Company, or DTC, as depositary, the form of such debt securities, including whether such debt securities are to be issuable in permanent or temporary global form, as registered securities, bearer securities or both, any restrictions on the offer, sale or delivery of bearer securities and the subordinated indenture are identicalterms, if any, upon which bearer securities may be exchanged for registered securities and vice versa, if permitted by applicable law and regulations; the currency or currencies of such debt securities; the denomination or denominations that the debt securities will be issued, if other than denominations of $1,000 or any integral multiples in the case of the registered securities and $5,000 or any integral multiples in the case of the bearer securities; whether and under what circumstances we will pay additional amounts to holders in respect of any tax assessment or government charge, and, if so, whether we will have the option to redeem the debt securities rather than pay such additional amounts; and the name of the trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to senior debt securities and subordinated debt securities collectively as debt securities. Each series of debt securities may have different terms. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, description summarizes the material general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may offer under this prospectus. While and the terms we have extent, if any, to which the general provisions summarized below will generally apply to any future series of debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of relating to the series and any debt securities we offer under a prospectus supplement or applicable free writing prospectus may differ from the terms that we describe belowauthorize to be delivered. We will may issue any senior notes debt securities from time to time, in one or more series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the senior indenturetrustee. We will may issue any subordinated notes debt securities from time to time, in one or more series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the subordinated indenturetrustee. We have filed The forms of these documents senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus is forms a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939Together, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalreferred to as the indentures and, together, the senior trustee and the subordinated trustee are referred to as the trustees. This prospectus briefly outlines some of the provisions of the indentures. The following summary of the material provisions of the indentures is qualified in its entirety by the provisions of the indentures, including definitions of certain terms used in the indentures. Wherever we refer to particular sections or defined terms of the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. As used in this prospectus, the term “debt securities” includes the debt securities being offered by this prospectus and all other debt securities issued by us under the indentures. General The indentures: • do not limit the amount of debt securities that we may issue; • allow us to issue debt securities in one or more series; • do not require us to issue all of the debt securities of a series at the same time; and • allow us to reopen a series to issue additional debt securities without the consent of the holders of the debt securities of such series. Unless otherwise provided in the applicable prospectus supplement, the senior debt securities will be unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness. Payments on the subordinated debt securities will be subordinated to the prior payment in full of all of our senior indebtedness, as described under “— Subordination” and in the applicable prospectus supplement. Each indenture provides that we may, but need not, designate more than one trustee under an indenture. Any trustee under an indenture may resign or be removed and a successor trustee may be appointed to act with respect to the series of debt securities administered by the resigning or removed trustee. If two or more persons are acting as trustee with respect to different series of debt securities, each trustee shall be a trustee of a trust under the applicable indenture separate and apart from the trust administered by any other trustee. Except as otherwise indicated in this prospectus, any action described in this prospectus to be taken by each trustee may be taken by each trustee with respect to, and only with respect to, the one or more series of debt securities for which it is trustee under the applicable indenture. The prospectus supplement for each offering will provide the following terms, where applicable: • the title of the debt securities and whether they are senior or subordinated; • the aggregate principal amount of the debt securities being offered, the aggregate principal amount of the debt securities outstanding as of the most recent practicable date and any limit on their aggregate principal amount, including the aggregate principal amount of debt securities authorized; • the price at which the debt securities will be issued, expressed as a percentage of the principal and, if other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof or, if applicable, the portion of the principal amount of such debt securities that is convertible into common stock or other securities of ours or the method by which any such portion shall be determined; • if convertible, the terms on which such debt securities are convertible, including the initial conversion price or rate and the conversion period and any applicable limitations on the ownership or transferability of common stock or other securities of ours received on conversion; • the date or dates, or the method for determining the date or dates, on which the principal of the debt securities will be payable; • the fixed or variable interest rate or rates of the debt securities, or the method by which the interest rate or rates is determined; • the date or dates, or the method for determining the date or dates, from which interest will accrue; • the dates on which interest will be payable; • the record dates for interest payment dates, or the method by which such dates will be determined; • the persons to whom interest will be payable; • the place or places where the principal of, and any premium or make-whole amount, and interest on, the debt securities will be payable; • where the debt securities may be surrendered for registration of transfer or conversion or exchange; • the times, prices and other terms and conditions upon which we may redeem the debt securities; • any obligation we have to redeem, repay or repurchase the debt securities pursuant to any sinking fund or analogous provision or at the option of holders of the debt securities, and the times and prices at which we must redeem, repay or repurchase the debt securities as a result of such obligation; • the currency or currencies in which the debt securities are denominated and payable if other than United States dollars, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies and the terms and conditions relating thereto, and the manner of determining the equivalent of such foreign currency in United States dollars; • whether the principal of, and any premium or make-whole amount, or interest on, the debt securities of the series are to be payable, at our election or at the election of a holder, in a currency or currencies other than that in which the debt securities are denominated or stated to be payable, and other related terms and conditions; • whether the debt securities will be in registered form, bearer form, or both, and (i) if in registered form, the person to whom any interest shall be payable, if other than the person in whose name the security is registered at the close of business on the regular record date for such interest, or (ii) if in bearer form, the manner in which, or the person to whom, any interest on the security shall be payable if otherwise than upon presentation and surrender upon maturity; • any restrictions applicable to the offer, sale or delivery of securities in bearer form and the terms upon which securities in bearer form of the series may be exchanged for securities in registered form of the series and vice versa, if permitted by applicable laws and regulations; • whether any debt securities of the series are to be issuable initially in temporary global form and whether any debt securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global security may, or shall be required to, exchange their interests for other debt securities of the series, and the manner in which interest shall be paid; • the identity of the depositary for securities in registered form, if such series are to be issuable as a global security; • the applicability, if any, of the defeasance and covenant defeasance provisions described in this prospectus or in the applicable indenture; • whether and under what circumstances we will pay any additional amounts on the debt securities in respect of any tax, assessment or governmental charge; • whether and under what circumstances the debt securities being offered are convertible into common stock or other securities of ours, as the case may be, including the conversion price or rate and the manner or calculation thereof; • the name of the applicable trustee and the nature of any material relationship with us or any of our affiliates, and the percentage of debt securities of the class necessary to require the trustee to take action; and • any other terms of such debt securities not inconsistent with the provisions of the applicable indenture. We may issue debt securities that provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity of the debt securities. We refer to any such debt securities throughout this prospectus as “original issue discount securities.” The applicable prospectus supplement will describe the United States federal income tax consequences and other relevant considerations applicable to original issue discount securities. Except as described under “— Merger, Consolidation or Sale of Assets” or as may be set forth in any prospectus supplement, the debt securities will not contain any provisions that (i) would limit our ability to incur indebtedness or (ii) would afford holders of debt securities protection in the event of (a) a highly leveraged or similar transaction involving us, or (b) a change of control or reorganization, restructuring, merger or similar transaction involving us that may adversely affect the holders of the debt securities. In the future, we may enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation, that may have an adverse effect on our ability to service our indebtedness, including the debt securities, by, among other things, substantially reducing or eliminating our assets. Our governing instruments do not define the term “substantially all” as it relates to the sale of assets. Additionally, Delaware cases interpreting the term “substantially all” rely upon the facts and circumstances of each particular case. Consequently, to determine whether a sale of “substantially all” of our assets has occurred, a holder of debt securities must review the financial and other information that we have disclosed to the public. We will provide you with more information in the applicable prospectus supplement regarding any deletions, modifications, or additions to the events of default or covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities under one or more trust indentures to be executed by us and a specified trustee. The terms of the debt securities will include those stated in the indenture and those made a part of the indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The indentures will be qualified under the Trust Indenture Act. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material description sets forth certain anticipated general terms and provisions of the debt securities that we to which an accompanying prospectus supplement may offer under this prospectusrelate. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the The particular terms of any the debt securities that we offered by an accompanying prospectus supplement (which terms may offer in more detail be different than those stated below) and the extent, if any, to which such general provisions may apply to the debt securities so offered will be described in the applicable prospectus supplement or free writing prospectusrelating to such debt securities. The Accordingly, for a description of the terms of any a particular issue of debt securities we offer under a securities, investors should review both the accompanying prospectus supplement or free writing prospectus may differ from relating thereto and the terms we describe belowfollowing description. We will issue any senior notes under a senior A form of the indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have (as discussed herein) has been filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use The debt securities will be our direct obligations and may be either senior debt securities or subordinated debt securities. The indebtedness represented by subordinated securities will be subordinated in right of payment to the term “indentures” to refer to both prior payment in full of our senior debt (as defined in the senior applicable indenture). Except as set forth in the applicable indenture and described in an accompanying prospectus supplement relating thereto, the debt securities may be issued without limit as to aggregate principal amount, in one or more series, secured or unsecured, in each case as established from time to time in or pursuant to authority granted by a resolution of the board of trustees or as established in the applicable indenture. All debt securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuance of additional debt securities of such series. The accompanying prospectus supplement relating to any series of debt securities being offered will contain their specific terms, including, without limitation: • their title and whether they are senior securities or subordinated securities; • their initial aggregate principal amount and any limit on their aggregate principal amount; • the percentage of the principal amount at which they will be issued and, if other than 100% of the principal amount, the portion of the principal amount payable upon declaration of acceleration of their maturity; • the terms, if any, upon which they may be convertible or exchangeable into our common stock, other securities or other property and the terms and conditions upon which a conversion or exchange will be effected, including the initial conversion or exchange price or rate and the conversion or exchange period, any adjustments to the foregoing and any requirements relative to the reservation of shares for purposes of conversion or exchange; • if convertible or exchangeable, any applicable limitations on the ownership or transferability of the common stock or preferred stock into which they are convertible or exchangeable; • the date or dates, or the method for determining the date or dates, on which the principal will be payable; • the rate or rates (which may be fixed or variable), or the method for determining the rate or rates, at which they will bear interest, if any; • the date or dates, or the method for determining the date or dates, from which any interest will accrue, the interest payment dates on which any interest will be payable, the regular record dates for the interest payment dates, or the method by which the date will be determined and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; • the place or places where the principal (and premium, if any) and interest, if any, will be payable, or the method of such payment, if by wire transfer, mail or other means; • the period or periods within which, the price or prices at which and the terms and conditions upon which they may be redeemed, as a whole or in part, at our option, if we are to have the option; • our obligation, if any, to redeem, repay or purchase them pursuant to any sinking fund or analogous provision or at the option of a holder, and the period or periods within which, the price or prices at which and the terms and conditions upon which they will be redeemed, repaid or purchased, as a whole or in part, pursuant to this obligation; • if other than U.S. dollars, the currency or currencies in which they are denominated and in which any payments of principal (and premium, if any) or interest, if any, are payable, which may be a foreign currency or units of two or more foreign currencies or a composite currency or currencies, and the related terms and conditions; • whether the payments of principal (and premium, if any) or interest, if any, may be determined with reference to an index, formula or other method (which index, formula or method may, but need not be, based on a currency, currencies, currency unit or units or composite currencies) and the manner in which the amounts will be determined; • any additions to, modifications of or deletions from their terms with respect to the events of default, to the rights of the trustee or the holders to declare the principal amount thereof due and payable, or to the covenants, in each case as set forth in the indenture; • any provisions for collateral security for their repayment; • any provisions relating to guarantees; • any trustees, depositories, interest rate calculation agents, exchange rate calculation agents or other agents; • whether they will be issued in certificated or book-entry form; • the date any temporary global security will be dated if other than the date of original issuance of the first security of such series to be issued; • if issued in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions; • if to be issued upon the exercise of debt warrants, the time, manner and place to be authenticated and delivered; • the denominations if other than $1,000 and any integral multiple thereof; • the applicability, if any, of defeasance and covenant defeasance provisions of the applicable indenture; • whether and under what circumstances we will pay additional amounts as contemplated in the applicable indenture in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem them in lieu of making the payment; and • any other terms and any deletions from or modifications or additions to the applicable indenture. The indentures debt securities may provide for less than the entire principal amount thereof to be payable upon declaration of acceleration of the maturity thereof. Special federal income tax, accounting and other considerations applicable to debt securities will be qualified under described in the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicableaccompanying prospectus supplement. The following summaries of material applicable indenture may contain provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable that would limit our ability to a particular series incur indebtedness or that would afford holders of debt securitiessecurities protection in the event of a highly leveraged or similar transaction involving us or in the event of a change of control. We urge you to read Investors should review the applicable accompanying prospectus supplement for information with respect to any deletions from, modifications of or free writing prospectus that is related additions to the debt securities events of default or covenants that we sell under this prospectusare described below, as well as the complete indentures that contain the terms including any addition of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicala covenant or other provision providing event risk or similar protection.

DESCRIPTION OF DEBT SECURITIES. The following description, together with This section describes the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material general terms and provisions of the our debt securities that we may offer under this prospectusissue from time to time. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectus, we the applicable prospectus supplement or free writing prospectus will describe the particular specific terms of any debt securities offered through that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we are also referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes debt securities under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes debt securities under a the subordinated indenture which that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part. We use part or will be incorporated by reference from reports that we file with the term “indentures” to refer to both the senior indenture and the subordinated indentureSEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is and any related free writing prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures applicable indenture that contain contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following descriptionWe may issue debt securities, together with the additional information we include in any applicable prospectus supplements one or free writing prospectusmore series, summarizes the material terms and provisions of the as either senior or subordinated debt securities that we may offer under this prospectusor as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we offer offered under a prospectus supplement or free writing prospectus may differ from the terms described below. Unless the context requires otherwise, whenever we describe belowrefer to the indentures, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any the senior notes debt securities under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any the subordinated notes debt securities under a the subordinated indenture which that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amendedamended (the “TIA”). We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. We have filed forms of indentures as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or supplements and any related free writing prospectus that is prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplement, summarizes the material terms and provisions of the any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectusoffer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we may offer under a prospectus supplement or free writing prospectus may differ from the terms we describe described below. We For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will issue any senior notes under a senior indenture contain additional important terms and provisions, the form of which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits an exhibit to the registration statement Registration Statement of which this prospectus is a partpart and is incorporated therein by reference. We use will file any definitive indenture as an exhibit to reports that we file with the term “indentures” to refer to both the senior indenture SEC and incorporate by reference in this prospectus and the subordinated indentureapplicable prospectus supplement. The indentures will Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. We use With respect to any debt securities that we issue, we will describe in each prospectus supplement the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable terms relating to a particular series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the subordination of any series of subordinated debt; • the place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • events of default; • whether we and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be exchanged and transferred; • description of the indenture trustee and paying agent, and the method of payments; and • any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We urge you to read summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement or free writing prospectus that is related to supplement. The indenture: • does not limit the amount of debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms may issue; • allows us to issue debt securities in one or more series; • does not require us to issue all of the debt securities. Except as we may otherwise indicate, securities of a series at the terms same time; • allows us to reopen a series to issue additional debt securities without the consent of the senior indenture holders of the debt securities of such series; and • provides that the subordinated indenture are identicaldebt securities may be secured or unsecured, as may be set forth in the applicable prospectus supplement.

DESCRIPTION OF DEBT SECURITIES. The following description, together with Set forth below is the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material summary of certain general terms and provisions of the debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the The particular terms of any series of debt securities that we may offer will be described in more detail a prospectus supplement relating to such series. We will also indicate in the applicable prospectus supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities. We may issue debt securities either separately, together with, or free writing in exchange for, other securities described in this prospectus. The terms of any Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in the applicable prospectus supplement, the debt securities we offer under will be our direct, unsecured obligations and may be issued in one or more series. We may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement or free writing supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable indenture and will be equal in ranking. The debt securities will be issued under an indenture between our Company and a trustee qualified to act as such under the Trust Indenture Act of 1939 (the “Trust Indenture Act”), to be named in an applicable prospectus may differ from the terms we describe belowsupplement. We will issue also provide in the applicable prospectus supplement certain other information related to the trustee, including a description of any senior notes under a senior indenture which relationship we will enter into have with the trustee named trustee. The following statements relating to the debt securities and the indenture are summaries only, do not purport to be complete, and are subject in their entirety to the senior detailed provisions of the indenture. We will issue any subordinated notes under a subordinated indenture , the form of which we will enter into with the trustee named in the subordinated indenture. We have is filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of You should read the indenture applicable for provisions that may be important to a particular series of debt securitiesyou. We urge you to read Capitalized terms used in the applicable prospectus supplement or free writing prospectus that is related to summary and not defined herein have the debt securities that we sell under this prospectus, as well as meanings specified in the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalindenture.

DESCRIPTION OF DEBT SECURITIES. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The following descriptionsenior debt securities will rank equally with any other unsubordinated debt that we may have and may be secured or unsecured. The subordinated debt securities will be subordinate and junior in right of payment, together with to the additional information we include extent and in any applicable prospectus supplements the manner described in the instrument governing the debt, to all or free writing prospectus, summarizes the material terms and provisions some portion of the our senior indebtedness. Any convertible debt securities that we may offer issue will be convertible into or exchangeable for common stock, preferred stock or other securities of ours or of a third party. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The debt securities will be issued under this prospectusone or more indentures, which are contracts between us and a national banking association or other eligible party, as trustee. While the terms we have summarized below will apply generally apply to any future debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable a prospectus supplement or (and any free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below). We will issue any the senior notes under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any the subordinated notes under a the subordinated indenture which that we will enter into with the trustee named in the subordinated indenture. We have filed will file forms of these documents as exhibits to an amendment to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “debenture indenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of the material provisions of the senior notes, the subordinated notes and the indentures are subject to, not complete and are qualified in their entirety by reference to, to all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to You should read the applicable prospectus supplement or (and any free writing prospectus that is we may authorize to be provided to you) related to the series of debt securities that we sell under this prospectusbeing offered, as well as the complete indentures that contain the terms of the debt securities. Forms of indentures will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to an amendment to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the Commission. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical. The following are some of the terms relating to a series of debt securities that could be described in a prospectus supplement: ● title; ● principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be; ● maturity date; ● principal amount due at maturity, and whether the debt securities will be issued with any original issue discount; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether the debt securities will be secured or unsecured, and the terms of any secured debt; ● terms of the subordination of any series of subordinated debt; ● place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment of interest and the maximum length of any such deferral period; ● date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions; ● provisions for a sinking fund, purchase or other analogous fund, if any; ● date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities; ● whether the indenture will restrict our ability or the ability of our subsidiaries to: o incur additional indebtedness; o issue additional securities; o create liens; o pay dividends or make distributions in respect of our capital stock or the capital stock of our subsidiaries; o redeem capital stock; o place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets; o make investments or other restricted payments; o sell or otherwise dispose of assets; o enter into sale-leaseback transactions; o engage in transactions with shareholders or affiliates; o issue or sell stock of our subsidiaries; or o effect a consolidation or merger; ● whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios; ● a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; ● information describing any book-entry features; ● procedures for any auction or remarketing, if any; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● if other than dollars, the currency in which the series of debt securities will be denominated; and ● any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities. Conversion or Exchange Rights We will set forth in the applicable prospectus supplement or free writing prospectus the terms on which a series of debt securities may be convertible into or exchangeable for common stock, preferred stock or other securities of ours, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our securities that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.

DESCRIPTION OF DEBT SECURITIES. General The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the debt securities that we may offer under by this prospectusprospectus consist of notes, debentures, or other evidences of indebtedness. While the terms we have summarized below will generally apply to any future The debt securities we may offer under this prospectusconstitute either senior or subordinated debt securities, we will describe the particular terms of any and in either case may be either secured or unsecured. Any debt securities that we offer and sell will be our direct obligations. Debt securities may offer be issued in one or more detail in series. All debt securities of any one series need not be issued at the same time, and unless otherwise provided, a series of debt securities may be reopened, with the required consent of the holders of outstanding debt securities, for issuance of additional debt securities of that series or to establish additional terms of that series of debt securities (with such additional terms applicable prospectus supplement only to unissued or free writing prospectusadditional debt securities of that series). The terms form of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have has been filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use part and is subject to any amendments or supplements that we may enter into with the term “indentures” trustee(s), however, we may issue debt securities not subject to refer the indenture provided such terms of debt securities are not otherwise required to both be set forth in the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions terms of the indenture are summarized below and we refer you to the indenture for a detailed description of these material terms. Additional or different provisions that are applicable to a particular series of debt securities. We urge you to read the applicable securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that series. These provisions may include, among other things and to the extent applicable, the following: ● the title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities, senior subordinated debt securities or free writing prospectus subordinated debt securities, any subordination provisions particular to the series of debt securities; ● any limit on the aggregate principal amount of the debt securities; ● whether the debt securities are senior debt securities or subordinated debt securities and applicable subordination provisions, if any; ● whether the debt securities will be secured or unsecured; ● if other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount at which we will sell the debt securities, such as an original issuance discount; ● the date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable; ● the rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the basis upon which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case of registered securities, the record dates for the determination of holders to whom interest is related payable; ● the place or places where the principal of and any premium or interest on the debt securities will be payable and where the debt securities may be surrendered for conversion or exchange; ● whether we may, at our option, redeem the debt securities, and if so, the price or prices at which, the period or periods within which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant to any sinking fund or otherwise; ● if other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities which will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable, which is convertible or exchangeable; ● any obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid, in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities; ● the issuance of debt securities as registered securities or unregistered securities or both, and the rights of the holders of the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances under which any such exchanges, if permitted, may be made; ● the denominations, which may be in United States Dollars or in any foreign currency, in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; ● whether the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities (or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the forms of any other certificates which may be required under the indenture or which we may require in connection with the offering, sale, delivery or exchange of the debt securities; ● if other than United States Dollars, the currency or currencies in which payments of principal, interest and other amounts payable with respect to the debt securities that we sell under this prospectuswill be denominated, payable, redeemable or repurchasable, as well as the complete indentures that contain case may be; ● whether the debt securities may be issuable in tranches; ● the obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion or exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability of the securities or property into which the debt securities may be converted or exchanged; ● if other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer agents or registrars or any other agents with respect to the debt securities; ● any deletions from, modifications of or additions to the events of default with respect to the debt securities or the right of the Trustee or the holders of the debt securities in connection with events of default; ● any deletions from, modifications of or additions to the covenants with respect to the debt securities; ● if the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined with reference to an index, the manner in which such amount will be determined; ● whether the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such depositary or its nominee, and any other provisions regarding such debt securities; ● whether, under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of the debt securities who is not a United States person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any such option; ● whether the debt securities. Except as we may otherwise indicatesecurities will be secured by any collateral and, if so, a general description of the collateral and the terms of any related security, pledge or other agreements; ● the senior indenture persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular record date therefor; and ● any other material terms or conditions upon which the subordinated indenture are identicaldebt securities will be issued.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectusprospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. We may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. However, no prospectus supplement shall 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. As of the date of this prospectus, we have no outstanding registered debt securities. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes debt securities under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes debt securities under a the subordinated indenture which and any supplemental indentures that we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part. We use part or will be incorporated by reference from reports that we file with the term “indentures” to refer to both the senior indenture and the subordinated indentureSEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amendedamended (the “Trust Indenture Act”). We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture and any supplemental indentures applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or supplements and any related free writing prospectus that is prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures that contain contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following descriptionis a summary of the general terms of the debt securities. We will file a prospectus supplement that may contain additional terms when we issue debt securities. The terms presented here, together with the additional information we include terms in a related prospectus supplement, together with any applicable prospectus supplements pricing supplement or free writing prospectusterm sheet, summarizes will be a description of the material terms and provisions of the debt securities. We may issue, from time to time, debt securities, in one or more series. These debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any future issue include senior debt securities, senior subordinated debt securities, subordinated debt securities, convertible debt securities we may offer under this prospectus, we will describe the particular terms of any and exchangeable debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussecurities. The terms of any debt securities we offer will be issued under a prospectus supplement or free writing prospectus may differ from the terms we describe below. We will issue any senior notes under a senior an indenture which we will enter into with between us and the trustee named in the senior indenture. We will issue any subordinated notes under The following is a subordinated summary of the material provisions of the form of indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a part. We use All capitalized terms have the term meanings specified in the indentures. For each series of debt securities, the applicable prospectus supplement for the series may change and supplement the summary below. As used in this section only, “indentureswe,” to “us” and “our” refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939Plus Therapeutics, as amended. We use the term “debenture trustee” to refer to either the senior trustee Inc. excluding any subsidiaries, unless expressly stated or the subordinated trustee, as applicablecontext otherwise requires. The following summaries of material provisions General Terms of the senior notesIndenture The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities for any series of debt securities up to the principal amount that we may authorize. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us. For each series of debt securities, any restrictive covenants for those debt securities will be described in the applicable prospectus supplement for those debt securities. We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may, for United States federal income tax purposes, be treated as if they were issued with “original issue discount,” or OID, because of interest payment and other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement. You should refer to the prospectus supplement relating to a particular series of debt securities. We urge you to read securities for a description of the applicable following terms of the debt securities offered by that prospectus supplement and by this prospectus: • the title of those debt securities; • any limit on the aggregate principal amount of that series of debt securities; • the date or free writing prospectus dates on which principal and premium, if any, of the debt securities of that series is payable; • the interest rate or rates (which may be fixed or variable) or the method or methods used to determine the rate or rates, and the date or dates from which interest, if any, on the debt securities of that series will accrue, and the dates when interest is payable and related record dates, and the maturity; • the right, if any, to extend the interest payment periods and the duration of the extensions; • if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the manner in which these amounts are determined and the calculation agent, if any, with respect thereto; • the place or places where and the manner in which principal of, premium, if any, and interest, if any, on the debt securities of that series will be payable and the place or places where those debt securities may be presented for transfer and, if applicable, conversion or exchange; • the period or periods within which, the price or prices at which, and other terms and conditions upon which those debt securities may be redeemed, in whole or in part, at our option or the option of a holder of those securities, if we or a holder is to have that option; • our obligation or right, if any, to redeem, repay or purchase those debt securities pursuant to any sinking fund or analogous provision or at the option of a holder of those securities, and the terms and conditions upon which the debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to that obligation; • the terms, if any, on which the debt securities of that series will be subordinate in right and priority of payment to our other debt; • the denominations in which those debt securities will be issuable; • if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations; • whether any securities of that series are to be issued in whole or in part in the form of one or more global securities and the depositary for those global securities; • if the principal of or any premium or interest on the debt securities of that series is to be payable, or is to be payable at our election or the election of a holder of those securities, in securities or other property, the type and amount of those securities or other property, or the manner of determining that amount, and the period or periods within which, and the terms and conditions upon which, any such election may be made; • the events of default and covenants relating to the debt securities that we sell under are in addition to, modify or delete those described in this prospectus; • conversion or exchange provisions, as well as if any, including conversion or exchange prices or rates and adjustments thereto; • whether and upon what terms the complete indentures that contain debt securities may be defeased, if different from the provisions set forth in the indenture; • the nature and terms of any security for any secured debt securities; • the terms applicable to any debt securities issued at a discount from their stated principal amount; and • any other specific terms of any debt securities. The applicable prospectus supplement will present material United States federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are to be listed or quoted. Conversion or Exchange Rights Debt securities may be convertible into or exchangeable for shares of our equity securities or other securities. The terms and conditions of conversion or exchange will be stated in the applicable prospectus supplement. The terms will include, among others, the following: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or the ability of any holder to convert or exchange the debt securities; • events requiring adjustment to the conversion or exchange price; and • provisions affecting conversion or exchange in the event of our redemption of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes the material terms and provisions of the We may issue senior debt securities that we may offer under this prospectusfrom time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities offered through that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of any debt securities we offer under a prospectus supplement or free writing prospectus may differ from the terms we describe below. Unless the context requires otherwise, whenever we refer to the “indentures,” we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes debt securities under a the senior indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes debt securities under a the subordinated indenture which that we will enter into with the trustee named in the subordinated indenture. We have filed forms of will file these documents as exhibits to the registration statement of which this prospectus is a part. We use , or will incorporate by reference from reports that we file with the term “indentures” to refer to both the senior indenture and the subordinated indentureSEC. The indentures will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We use the term “debenture trustee” to refer to either the trustee under the senior trustee indenture or the trustee under the subordinated trusteeindenture, as applicable. The following summaries of material provisions of the senior notesdebt securities, the subordinated notes debt securities and the indentures are will be subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is and any related free writing prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures applicable indenture that contain contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following descriptionWe may issue debt securities, together with the additional information we include in any applicable prospectus supplements one or free writing prospectusmore series, summarizes the material terms and provisions of the as either senior or subordinated debt securities that we may offer under this prospectusor as senior or subordinated convertible debt. While the terms we have summarized below will apply generally apply to any future debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we offer offered under a prospectus supplement or free writing prospectus may differ from the terms described below. Unless the context requires otherwise, whenever we describe belowrefer to the indentures, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities. We will issue any senior notes the debt securities under a senior the indenture which that we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC. We use the term “debenture trustee” to refer to either the senior trustee or under the subordinated trustee, as applicableindenture. The following summaries of material provisions of the senior notes, the subordinated notes debt securities and the indentures are subject to, and qualified in their entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or supplements and any related free writing prospectus that is prospectuses related to the debt securities that we sell may offer under this prospectus, as well as the complete indentures that contain contains the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.

DESCRIPTION OF DEBT SECURITIES. The following description, together with description of the additional information we include in any applicable prospectus supplements or free writing prospectus, summarizes terms of the material debt securities sets forth general terms that may apply to the debt securities and provisions of the indenture that will govern the debt securities that we may offer under this prospectussecurities, and is not complete. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we We will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectusrelating to those debt securities. The terms of any Our senior debt securities we offer will be issued under an indenture between us and a trustee, a form of which is incorporated by reference into this prospectus supplement or free writing prospectus may differ from the terms we describe below. We will issue any senior notes under a senior indenture which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents and attached as exhibits an exhibit to the registration statement of which this prospectus is a part. We use the term “indentures” The indenture relating to refer to both the senior debt securities, as amended or otherwise supplemented by any supplemental indentures, is referred to herein as the “senior indenture.” Our subordinated debt securities will be issued under an indenture between us and a trustee, a form of which is incorporated by reference into this prospectus and attached as an exhibit to the registration statement of which this prospectus is a part. The indenture relating to the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939debt securities, as amended. We use the term “debenture trustee” amended or otherwise supplemented by any supplemental indentures, is referred to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well herein as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the “subordinated indenture.” The senior indenture and the subordinated indenture are identicalsometimes referred to in this prospectus collectively as the “indenture.” See “Where You Can Find More Information.” The following is a summary of some provisions of the indenture. The following summary does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture, including the definitions of specified terms used in the indenture, and the debt securities. We encourage you to read the indenture and the debt securities because they, and not this description, set forth your rights as a holder of our debt securities. We will describe the particular terms of any debt securities in the prospectus supplement relating to those debt securities. Parenthetical section references under this heading are references to sections in the indenture unless we indicate otherwise.

DESCRIPTION OF DEBT SECURITIES. We may offer debt securities which may be senior or subordinated. We refer to the senior debt securities and the subordinated debt securities collectively as debt securities. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectus, description summarizes the material general terms and provisions of the debt securities. We will describe the specific terms of the debt securities that we may offer under this prospectus. While and the terms we have extent, if any, to which the general provisions summarized below will generally apply to any future series of debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectus. The terms of relating to the series and any debt securities we offer under a prospectus supplement or applicable free writing prospectus may differ from that we authorize to be delivered. When we refer to “the terms Company,” “we,” “our,” and “us” in this section, we describe belowmean Nabriva Therapeutics plc excluding, unless the context otherwise requires or as otherwise expressly stated, our subsidiaries. We will may issue any senior notes debt securities from time to time, in one or more series under a senior indenture to be entered into between us and a senior trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the senior indenturetrustee. We will may issue any subordinated notes debt securities from time to time, in one or more series under a subordinated indenture to be entered into between us and a subordinated trustee to be named in a prospectus supplement, which we will enter into with the trustee named in refer to as the subordinated indenturetrustee. We have filed The forms of these documents senior indenture and subordinated indenture are filed as exhibits to the registration statement of which this prospectus is forms a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture. The indentures will be qualified under the Trust Indenture Act of 1939, as amended. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplement or free writing prospectus that is related to the debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms of the debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identicalreferred to individually as an indenture and together as the indentures and the senior trustee and the subordinated trustee are referred to individually as a trustee and together as the trustees. This section summarizes some of the provisions of the indentures and is qualified in its entirety by the specific text of the indentures, including definitions of terms used in the indentures. Wherever we refer to particular sections of, or defined terms in, the indentures, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indentures that are filed as exhibits to the registration statement of which this prospectus forms a part for additional information. Neither indenture will limit the amount of debt securities that we may issue. The applicable indenture will provide that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us or in amounts determined by reference to an index.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplements or free writing prospectussupplement, summarizes the material terms and provisions of the any debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally apply to any future debt securities we may offer under this prospectusoffer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement or free writing prospectussupplement. The terms of any debt securities we may offer under a prospectus supplement or free writing prospectus may differ from the terms we describe described below. We For any debt securities that we may offer, an indenture (and any relevant supplemental indenture), if required, will issue any senior notes under a senior indenture contain additional important terms and provisions, the form of which we will enter into with the trustee named in the senior indenture. We will issue any subordinated notes under a subordinated indenture which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits an exhibit to the registration statement of which this prospectus is a partpart and is incorporated therein by reference. We use will file any definitive indenture as an exhibit to reports that we file with the term “indentures” to refer to both the senior indenture SEC and incorporate by reference in this prospectus and the subordinated indentureapplicable prospectus supplement. The indentures will Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. We use With respect to any debt securities that we issue, we will describe in each prospectus supplement the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable. The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable terms relating to a particular series of debt securities: ● the title; ● the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; ● the maturity date; ● the principal amount due at maturity; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for taxpurposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; 13 ● whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; ● the terms of the subordination of any series of subordinated debt; ● the place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment or interest and the maximum length of any such deferral period; ● the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; ● the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; ● whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; ● whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; ● a discussion of any material or special United States federal income taxconsiderations applicable to the debt securities; ● information describing any book-entry features; ● any provisions for payment of additional amounts for taxes; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● events of default; ● whether we and/or the indenture trustee may change an indenture without the consent of any holders; ● the form of debt security and how it may be exchanged and transferred; ● description of the indenture trustee and paying agent, and the method of payments; and ● any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. 14 We urge you to read summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement or free writing prospectus that is related to supplement. The indenture: ● does not limit the amount of debt securities that we sell under this prospectus, as well as the complete indentures that contain the terms may issue; ● allows us to issue debt securities in one or more series; ● does not require us to issue all of the debt securities. Except as we may otherwise indicate, securities of a series at the terms same time; ● allows us to reopen a series to issue additional debt securities without the consent of the senior indenture holders of the debt securities of such series; and ● provides that the subordinated indenture are identicaldebt securities may be secured or unsecured, as may be set forth in the applicable prospectus supplement.