Common use of DESCRIPTION OF OUR WARRANTS Clause in Contracts

DESCRIPTION OF OUR WARRANTS. This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the specific terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock or other securities issued by us. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the Registration Statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information. The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: ● the specific designation and aggregate number of, and the price at which we will issue, the warrants; ● the currency or currency units in which the offering price, if any, and the exercise price are payable; ● the designation, amount, and terms of the securities purchasable upon exercise of the warrants; ● if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants; ● if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise and a description of that class or series of our preferred stock; ● if applicable, the exercise price for our debt securities, the amount of our debt securities to be received upon exercise and a description of that series of debt securities; ● the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants may not be continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised; ● whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ● any applicable material U.S. federal income tax consequences; ● the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, or other agents; ● the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ● if applicable, the date from and after which the warrants and the common stock, preferred stock or debt securities will be separately transferable; ● if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● information with respect to book-entry procedures, if any; ● any redemption or call provisions; ● whether the warrants are to be sold separately or with other securities as parts of units; and ● any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. After your warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent, or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities. The warrant agreements may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

DESCRIPTION OF OUR WARRANTS. This section describes the We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in each applicable prospectus supplement. Below is a description of certain general terms and provisions of our the warrants to acquire our securities that we may issue from time to timeoffer. The applicable prospectus supplement will describe the specific Particular terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock or other securities issued by us. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the Registration Statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of described in the applicable warrant agreement agreements and the applicable prospectus supplement for more specific informationthe warrants. The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: ● • the specific designation and aggregate number of, and the price at which we will issue, the warrants; ● • the currency or currency units in which the offering price, if any, and the exercise price are payable; ● • the designation, amount, amount and terms of the securities purchasable upon exercise of the warrants; ● • if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants; ● • if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise of the warrants, and a description of that class or series of our preferred stock; ● • if applicable, the exercise price for our debt securities, the amount of our debt securities to be received upon exercise of the warrants, and a description of that series of debt securities; ● • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants may not be continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised; ● • whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ● • any applicable material U.S. federal income tax or foreign tax consequences; ● • the identity of the warrant agent for the warrants warrants, if any, and of any other depositaries, execution or paying agents, transfer agents, registrars, registrars or other agents; ● • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchangeexchange or market; ● • if applicable, the date from and after which the warrants and the common stock, preferred stock or and/or debt securities will be separately transferable; ● • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● • information with respect to book-entry procedures, if any • the anti-dilution provisions of the warrants, if any; ● • any redemption redemption, put or call provisions; ● • whether the warrants are to be sold separately or with other securities as parts of units; and ● • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. After your warrants expire they will become void. All The transfer agent and registrar for any warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent, or any other office indicated set forth in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities. The warrant agreements may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

DESCRIPTION OF OUR WARRANTS. This section describes the We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in each applicable prospectus supplement. Below is a description of certain general terms and provisions of our the warrants to acquire our securities that we may issue from time to timeoffer. The applicable prospectus supplement will describe the specific Particular terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock or other securities issued by us. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the Registration Statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of described in the applicable warrant agreement agreements and the applicable prospectus supplement for more specific informationthe warrants. The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: ● • the specific designation and aggregate number of, and the price at which we will issue, the warrants; ● • the currency or currency units in which the offering price, if any, and the exercise price are payable; ● • the designation, amount, amount and terms of the securities purchasable upon exercise of the warrants; ● • if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants; ● • if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise of the warrants, and a description of that class or series of our preferred stock; ● • if applicable, the exercise price for our debt securities, the amount of our debt securities to be received upon exercise of the warrants, and a description of that series of debt securities; ● • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants may not be continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised; ● • whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ● • any applicable material U.S. federal income tax consequences; ● • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, registrars or other agents; ● • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchangeexchange or market; ● • if applicable, the date from and after which the warrants and the common stock, preferred stock or and/or debt securities will be separately transferable; ● • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● • information with respect to book-entry procedures, if any • the anti-dilution provisions of the warrants, if any; ● • any redemption or call provisions; ● • whether the warrants are to be sold separately or with other securities as parts of units; and ● • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. After your warrants expire they will become void. All The transfer agent and registrar for any warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent, or any other office indicated set forth in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities. The warrant agreements may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

DESCRIPTION OF OUR WARRANTS. This section describes the We may issue warrants to purchase shares of our common stock, preferred stock and/or debt securities in one or more series together with other securities or separately, as described in each applicable prospectus supplement. Below is a description of certain general terms and provisions of our the warrants to acquire our securities that we may issue from time to timeoffer. The applicable prospectus supplement will describe the specific Particular terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock or other securities issued by us. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the Registration Statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of described in the applicable warrant agreement agreements and the applicable prospectus supplement for more specific informationthe warrants. As of the date of this prospectus, there are no outstanding warrants. The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: ● • the specific designation offering price and aggregate number of, and of warrants offered; • the price at currency for which we will issuethe warrants may be purchased; • if applicable, the warrants; ● the currency or currency units in which the offering price, if any, and the exercise price are payable; ● the designation, amount, designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security; • if applicable, the date on and after which the warrants and the related securities will be separately transferable; • in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the warrantsprice at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; ● if applicable, • in the exercise price for shares case of our warrants to purchase common stock and the number of shares of common stock to be received upon exercise of the warrants; ● if applicable, the exercise price for shares of our or preferred stock, the number of shares of common stock or preferred stock to stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be received purchased upon exercise and a description such exercise; • the effect of that class any merger, consolidation, sale or series other disposition of our preferred stockbusiness on the warrant agreement and the warrants; ● if applicable, • the terms of any rights to redeem or call the warrants; • any provisions for changes to or adjustments in the exercise price for our debt securitiesor number of securities issuable upon exercise of the warrants; • the periods during which, and places at which, the amount warrants are exercisable; • the manner of our debt securities to be received upon exercise and a description of that series of debt securitiesexercise; ● • the date dates on which the right to exercise the warrants will begin commence and expire; • the date manner in which the warrant agreement and warrants may be modified; • federal income tax consequences of holding or exercising the warrants; • the terms of the securities issuable upon exercise of the warrants; and • any other specific terms, preferences, rights or limitations of or restrictions on which that right the warrants. Holders of equity warrants will expire ornot be entitled: • to vote, if consent or receive dividends; • receive notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or • exercise any rights as shareholders of Baudax Bio. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may not be continuously exercised throughout that period, the specific date or dates on which exercise the warrants may be exercised; ● whether at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be issued in fully registered form or bearer formbecome void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, in definitive or global form or in any combination present them for registration of these forms, although, in any case, transfer and exercise them at the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ● any applicable material U.S. federal income tax consequences; ● the identity corporate trust office of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, or other agents; ● the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ● if applicable, the date from and after which the warrants and the common stock, preferred stock or debt securities will be separately transferable; ● if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● information with respect to book-entry procedures, if any; ● any redemption or call provisions; ● whether the warrants are to be sold separately or with other securities as parts of units; and ● any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. After your warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent, or any other office indicated in the applicable prospectus supplement. Before Until any warrants to purchase debt securities are exercised, the exercise holder of warrants, holders the warrants will not have any of the rights of holders of the debt securities purchasable that can be purchased upon exercise and will not be entitled exercise, including any rights to receive payments made of principal, premium or interest on the underlying debt securities or to holders of those securitiesenforce covenants in the applicable indenture. The warrant agreements may be amended Until any warrants to purchase common stock or supplemented without the consent of preferred stock are exercised, the holders of the warrants to which it applies to effect changes that are will not inconsistent with the provisions have any rights of the warrants and that do not materially and adversely affect the interests of the holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any. Prospective purchasers of warrants should be aware that special United States federal income tax, accounting and other considerations may be applicable to instruments such as warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the The applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable will describe such considerations, to a particular series the extent they are material, as they apply generally to purchasers of warrants may provide that certain provisions of the such warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.

DESCRIPTION OF OUR WARRANTS. This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the specific terms of the warrants offered through that prospectus supplement. We may issue warrants for the purchase of our debt securities, common stock or preferred stock or other securities issued by us. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the Registration Statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information. The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants: ● • the specific designation and aggregate number of, and the price at which we will issue, the warrants; ● • the currency or currency units in which the offering price, if any, and the exercise price are payable; ● • the designation, amount, amount and terms of the securities purchasable upon exercise of the warrants; ● • if applicable, the exercise price for shares of our common stock and the number of shares of common stock to be received upon exercise of the warrants; ● • if applicable, the exercise price for shares of our preferred stock, the number of shares of preferred stock to be received upon exercise exercise, and a description of that class or series of our preferred stock; ● • if applicable, the exercise price for our debt securities, the amount of our debt securities to be received upon exercise exercise, and a description of that series of debt securities; ● • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if the warrants may not be continuously exercised throughout that period, the specific date or dates on which the warrants may be exercised; ● • whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; ● • any applicable material U.S. federal income tax consequences; ● • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, registrars or other agents; ● • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ● • if applicable, the date from and after which the warrants and the common stock, preferred stock or debt securities will be separately transferable; ● • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; ● • information with respect to book-entry procedures, if any; ● • the anti-dilution provisions of the warrants, if any; • any redemption or call provisions; ● • whether the warrants are to be sold separately or with other securities as parts of units; and ● • any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. After your warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants. Warrants may be exercised at the appropriate office of the warrant agent, agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities. The warrant agreements may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.