Common use of DESCRIPTION OF RIGHTS Clause in Contracts

DESCRIPTION OF RIGHTS. This section describes the general terms of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectus. The particular terms of each issue of rights, the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable prospectus supplement, including, as applicable: • the title of the rights; • the date of determining the stockholders entitled to the rights distribution; • the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; • the exercise price; • the aggregate number of rights issued; • the date, if any, on and after which the rights will be separately transferable; • the date on which the right to exercise the rights will commence and the date on which the right will expire; and • any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

DESCRIPTION OF RIGHTS. This section describes We may issue rights to our stockholders to purchase shares of our common stock or preferred stock. We may offer rights separately or together with one or more additional rights, debt securities, preferred stock, common stock or warrants, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights that we may offer and sell by this prospectus. This prospectus and to which any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectusrelate. The particular terms of each issue of rights, the rights agreement relating to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights and the rights certificates representing rights so offered will be described in the applicable prospectus supplement, including, as applicable: • . To the title extent that any particular terms of the rights; • , rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights. S-26 We will provide in a prospectus supplement the following terms of the rights being issued: ● the date of determining the on which stockholders entitled to the rights distributiondistribution will be determined; • ● the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; • ● the exercise price; • ● the aggregate number of rights issued; • ● the date, if any, on and after which the rights will be separately transferable; • ● the date on which the right ability to exercise the rights will commence commence, and the date on which the right such ability will expire; ● the conditions to the completion of the offering, if any; ● the withdrawal, termination and • cancellation rights, if any; ● any applicable material U.S. federal income tax considerations; and ● any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit right will be issued so that entitle the holder of the unit is also the holder of each security included in the unit. Thusrights to purchase, for cash, the holder number of a unit will have shares of common stock or preferred stock at the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units exercise price provided in the applicable prospectus supplement does not purport to supplement. Rights may be complete and is subject to and is qualified in its entirety by reference exercised at any time up to the unit agreement andclose of business on the expiration date for the rights provided in the applicable prospectus supplement. Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, if we will, as soon as practicable, forward the shares of common stock or preferred stock, as applicable, collateral arrangements and depositary arrangements relating purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such unitsmethods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF RIGHTS. This section describes We may issue rights to purchase our common stock. The rights may or may not be transferable by the general terms of persons purchasing or receiving the rights. In connection with any rights that offering, we may offer and sell by this prospectusenter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions Each series of the rights as described in this prospectus. The particular terms of each issue of rights, the rights agreement relating to the rights and the rights certificates representing rights will be described issued under a separate rights agent agreement to be entered into between us and one or more banks, trust companies or other financial institutions, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the rights and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The prospectus supplement and any incorporated documents relating to any rights that we offer will include specific terms relating to the offering, including, as applicableamong other matters: • the title of the rights; • the The date of determining the stockholders security holders entitled to the rights distribution; • The aggregate number of rights issued and the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; • the The exercise price; • The conditions to completion of the aggregate number of rights issuedoffering; • the date, if any, on and after which the rights will be separately transferable; • the The date on which the right to exercise the rights will commence and the date on which the right rights will expire; and • any other terms A discussion of the rights, including terms, procedures and limitations relating certain United States federal income tax consequences applicable to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combinationrights offering. Each unit will be issued so that right would entitle the holder of the unit is also rights to purchase for cash shares of common stock at the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units exercise price set forth in the applicable prospectus supplement does not purport to supplement. Rights may be complete and is subject to and is qualified in its entirety by reference exercised at any time up to the unit agreement andclose of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, if applicableall unexercised rights will become void. If less than all of the rights issued in any rights offering are exercised, collateral arrangements and depositary arrangements relating we may offer any unsubscribed securities directly to persons other than our security holders, to or through agents, underwriters or dealers or through a combination of such unitsmethods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF RIGHTS. This section describes the general terms of the We may issue rights that we may offer and sell by this prospectusto purchase common stock or preferred stock. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectus. The particular We will describe in the applicable prospectus supplement the terms and conditions of each the issue of rightsrights being offered, the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable prospectus supplementrights, including, as applicable: • the title of the rights; • the date of determining the stockholders entitled to the rights distribution; • the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; • the exercise price; • the aggregate number of rights issued; • the date, if any, on and after which the rights will be separately transferable; • the date on which the right to exercise the rights will commence and the date on which the right will expire; and • any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit right will be issued so that entitle the holder of rights to purchase for cash the unit is also principal amount of shares of common stock or preferred stock at the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units exercise price provided in the applicable prospectus supplement does not purport to supplement. Rights may be complete and is subject to and is qualified in its entirety by reference exercised at any time up to the unit agreement andclose of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, if applicableall unexercised rights will be void. Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, collateral arrangements and depositary arrangements relating we will, as soon as practicable, forward the shares of common stock or preferred stock purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such unitsmethods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.

DESCRIPTION OF RIGHTS. This section describes the general terms We may issue rights to our stockholders to purchase shares of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update our common stock or change the terms and conditions of the rights as preferred stock described in this prospectus. We may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular terms of each issue of rights, the rights agreement relating to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the rights and the rights certificates representing rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any of our rights. The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, as applicableamong other matters: • the title of the rights; • ● the date of determining the stockholders entitled to the rights distribution; • ● the title, aggregate number of shares of Class A common stock, preferred stock or preferred stock other securities purchasable upon exercise of the rights; • ● the exercise price; • ● the aggregate number of rights issued; • ● whether the rights are transferrable and the date, if any, on and after which the rights will may be separately transferabletransferred; • ● the date on which the right to exercise the rights will commence commence, and the date on which the right to exercise the rights will expire; ● the method by which holders of rights will be entitled to exercise; ● the conditions to the completion of the offering; ● the withdrawal, termination and • cancellation rights; ● whether there are any backstop or standby purchaser or purchasers and the terms of their commitment; ● whether stockholders are entitled to oversubscription right; ● any U.S. federal income tax considerations; and ● any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more If less than all of the other securities described in this prospectus rights issued in any combination. Each unit will be issued so that the holder rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the unitssuch methods, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuancepursuant to standby arrangements, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units as described in the applicable prospectus supplement does not purport supplement. In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to which such unitsunderwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.

DESCRIPTION OF RIGHTS. This section describes We may issue rights to purchase common stock, preferred stock, debt securities or units. Rights may be issued independently or together with other securities and may or may not be transferable by the general person purchasing or receiving the rights. In connection with any rights offering to our stockholders, we may enter into a standby underwriting, backstop or other arrangement with one or more underwriters or other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering. In connection with a rights offering to our stockholders, we would distribute certificates evidencing the rights and a prospectus supplement to our stockholders on or about the record date that we set for receiving rights in such rights offering. The applicable prospectus supplement will describe the following terms of any rights we may issue, including some or all of the following: • the title and aggregate number of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain • the material terms and conditions subscription price or a formula for each right. The accompanying prospectus supplement may add, update or change the terms and conditions determination of the rights as described in this prospectus. The particular terms of each issue of rights, the rights agreement relating to subscription price for the rights and the rights certificates representing rights will currency or currencies in which the subscription price may be described in payable; • if applicable, the applicable prospectus supplement, including, as applicable: • the title designation and terms of the rightssecurities with which the rights are issued and the number of rights issued with each such security or each principal amount of such security; • the date number or a formula for the determination of determining the stockholders entitled to number of the rights distributionissued to each stockholder; • the titleextent to which the rights are transferable; • in the case of rights to purchase debt securities, aggregate the principal amount of debt securities purchasable upon exercise of one right; • in the case of rights to purchase common stock or preferred stock, the type of stock and number of shares of Class A common stock or preferred stock purchasable upon exercise of the rights; • the exercise price; • the aggregate number of rights issued; • the date, if any, on and after which the rights will be separately transferableone right; • the date on which the right to exercise the rights will commence commence, and the date on which the rights will expire (subject to any extension); • if applicable, the minimum or maximum amount of the rights that may be exercised at any one time; • the extent to which such rights include an over-subscription privilege with respect to unsubscribed securities; • if applicable, the procedures for adjusting the subscription price and number of shares of common stock or preferred stock purchasable upon the exercise of each right will expireupon the occurrence of certain events, including stock splits, reverse stock splits, combinations, subdivisions or reclassifications of common stock or preferred stock; • the effect on the rights of any merger, consolidation, sale or other disposition of our business; • the terms of any rights to redeem or call the rights; • information with respect to book-entry procedures, if any; • the terms of the securities issuable upon exercise of the rights; • if applicable, the material terms of any standby underwriting, backstop or other purchase arrangement that we may enter into in connection with the rights offering; • if applicable, a discussion of material U.S. Federal income tax considerations; and • any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.

DESCRIPTION OF RIGHTS. This section describes We may issue rights to purchase our common stock, preferred stock, warrants or units. These rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the general terms of person receiving the rights in such offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering. Each series of rights will be issued under a separate rights agreement that we may offer and sell by this prospectus. This will enter into with a bank or trust company, as rights agent, all as set forth in the applicable prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each rightsupplement. The accompanying prospectus supplement may add, update or change rights agent will act solely as our agent in connection with the terms and conditions of the rights as described in this prospectus. The particular terms of each issue of rights, the rights agreement certificates relating to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates or beneficial owners of rights. We will file the rights agreement and the rights certificates representing relating to each series of rights will be described in with the SEC, and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of rights. The applicable prospectus supplementsupplement will describe the specific terms of any offering of rights for which this prospectus is being delivered, including, as applicableincluding the following: • the title of the rights; • ● the date of determining the stockholders entitled to the rights distribution; • ● the title, aggregate number of shares rights issued or to be issued to each stockholder; ● the exercise price payable for each share of Class A preferred stock, common stock or preferred stock purchasable other securities upon the exercise of the rights; • ● the exercise pricenumber and terms of the shares of preferred stock, common stock or other securities which may be purchased per each right; • ● the aggregate number of rights issued; • the date, if any, on and after extent to which the rights will be separately are transferable; • ● the date on which the right holder’s ability to exercise the rights will commence shall commence, and the date on which the right will rights shall expire; and • ● the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities; ● if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of such rights; ● any other terms of the rights, including the terms, procedures procedures, conditions and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of ; and ● any other information we think is important about the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included securityrights. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does of any rights that we may offer will not purport to necessarily be complete and is subject to and is will be qualified in its entirety by reference to the unit agreement andapplicable rights certificate, if applicablewhich will be filed with the SEC. To the extent the information contained in the prospectus supplement differs from this summary description, collateral arrangements and depositary arrangements relating to such unitsyou should rely on the information in the prospectus supplement.

DESCRIPTION OF RIGHTS. This section describes The following description summarizes only the general terms features of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in from time to time under this prospectus. The particular specific terms of each issue a series of rights, the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable prospectus supplementsupplement relating to that series of rights along with any general provisions applicable to that series of rights. We may issue rights to our stockholders to purchase shares of our common stock and/or any of the other securities offered hereby. In connection with any offering of rights, each series of rights may be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The following description of the rights and any description of the rights in a prospectus supplement may not be complete and is subject to, and qualified in its entirety by reference to, the underlying rights agreement, which we will file with the SEC at or prior to the time of the sale of the rights. You should refer to, and read this summary together with, the rights agreement and the applicable prospectus supplement to review the terms of a particular series of rights. You can obtain copies of any form of rights agreement or other agreement pursuant to which the rights are issued by following the directions described under the caption “Where You Can Find More Information.” The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, as where applicable, the following: • the title of the rights; • · the date of for determining the stockholders persons entitled to participate in the rights distribution; • · the title, exercise price for the rights; · the aggregate number or amount of shares of Class A common stock or preferred stock underlying securities purchasable upon exercise of the rights; • · the exercise price; • the aggregate number of rights issued; • issued to each stockholder and the datenumber of rights outstanding, if any, on and after ; · the extent to which the rights will be separately are transferable; • · the date on which the right to exercise the rights will commence and the date on which the right rights will expire; · the extent to which the rights include an over-subscription privilege with respect to unsubscribed securities; · anti-dilution provisions of the rights, if any; and • · any other material terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. DESCRIPTION OF UNITS We Holders may issue units comprised of one or more of the other securities exercise rights as described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to be complete and is subject persons other than existing stockholders, to and is qualified or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such unitsapplicable prospectus supplement.

DESCRIPTION OF RIGHTS. This section describes We may issue rights to purchase any of our securities or any combination thereof. Rights may be issued independently or together with any other offered security and may or may not be transferable by the general terms of person purchasing or receiving the rights. The rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection with any rights offering to our shareholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters will purchase any offered securities remaining unsubscribed for after such rights offering. We may also appoint a rights agent that may act solely as our agent in connection with the rights that are sold. Any such agent will not assume any obligation or relationship of agency or trust with any of the holders of the rights. In connection with a rights offering to our shareholders, we may offer will distribute certificates evidencing the rights and sell by this prospectusa prospectus supplement to our shareholders on the record date that we set for receiving rights in such rights offering. This prospectus and any accompanying The applicable prospectus supplement will contain describe the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and conditions of the rights as described in this prospectus. The particular following terms of each issue rights in respect of rights, the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable which this prospectus supplement, including, as applicableis being delivered: • the title of the such rights; • the date of determining price, if any, for the stockholders entitled to the rights distribution; • the title, aggregate number of shares of Class A common stock or preferred stock purchasable upon exercise of the subscription rights; • the exercise pricesecurities for which such rights are exercisable; • the aggregate number of rights issuedexercise price for such rights; • the datenumber of such rights issued with respect to each ordinary share; • the extent to which such rights are transferable; • if applicable, if any, on a discussion of the material Israeli and after which U.S. income tax considerations applicable to the rights will be separately transferableissuance or exercise of such rights; • the date on which the right to exercise the such rights will commence shall commence, and the date on which such rights shall expire (subject to any extension); • the right will expireextent to which such rights include an over-subscription privilege with respect to unsubscribed securities; • if applicable, the material terms of any standby underwriting or other purchase arrangement, or any agency agreement, that we may enter into in connection with the rights offering; and • any other terms of the such rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the such rights. DESCRIPTION OF UNITS We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus supplement will describe: • the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • any unit agreement under which the units will be issued; • any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • whether the units will be issued in fully registered or global form. The applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units.