Common use of Description of Units Clause in Contracts

Description of Units. We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. The terms of any units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus. If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable: • the title of the series of units; • identification and description of the separate constituent securities comprising the units; • the price or prices at which the units will be issued; • the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain United States federal income tax considerations applicable to the units; and • any other terms of the units and their constituent securities.

Description of Units. We The following description, together with the additional information we may issue units consisting include in any applicable prospectus supplements, summarizes the material terms and provisions of the Units that we may offer under this prospectus. While the terms we have summarized below will apply generally to any Units that we may offer under this prospectus, we will describe the particular terms of any combination of the other types of securities offered under this prospectus Units in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent detail in the applicable prospectus supplement relating to a particular series of unitssupplement. The terms of any units Units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable However, no prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains will 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 the unitsits effectiveness. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we We will file as an exhibit exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from another a current report on Form 8-K that we file with the SEC, the form of each unit agreement relating that describes the terms of the Units we are offering, and any supplemental agreements, before the issuance of the related Units. The following summaries of material terms and provisions of the Units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement and any supplemental agreements applicable to units offered the particular Units. We urge you to read the applicable prospectus supplements related to the particular Units that we sell under this prospectus. If we offer , as well as the complete unit agreement and any units, certain supplemental agreements that contain the terms of that series the Units. We may issue Units comprised of units one or more shares of our Common Stock, shares of our Preferred Stock and Warrants in any combination. Each Unit will be described 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. We will describe in the applicable prospectus supplement, including, without limitation, supplement the following, as applicable: • the title terms of the series of units; Units, including: • identification the designation and description terms of the separate constituent Units and of the securities comprising the unitsUnits, including whether and under what circumstances those securities may be h or transferred separately; • any provisions of the price or prices at which the units will be issued; • the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain United States federal income tax considerations applicable to the unitsgoverning unit agreement that differ from those described below; and • any other terms provisions for the issuance, payment, settlement, transfer or exchange of the units Units or of the securities comprising the Units. The provisions described in this section, as well as those described under “Description of Common Stock," “Description of Preferred Stock” and their constituent securities“Description of Warrants” will apply to each Unit and to any Common Stock, Preferred Stock, or Warrant included in each Unit, respectively.

Description of Units. We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. The terms of any units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with units will be contained in the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement unit agreement and any free writing prospectus that we may authorize to be provided to you related document applicable to the series of units being offered, as well as the complete unit agreements that contain the terms of securities comprising the units. Specific unit agreements These documents will contain additional important terms and provisions and we will file be included or incorporated by reference as an exhibit exhibits to the registration statement of which this prospectus is a part. You should read the unit agreement and any related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below. This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will incorporate be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference from another report that we file with to the SEC, the form terms of each unit any agreement relating to the units offered under and the related documents applicable to the securities constituting the units. We may issue units, in one or more series, consisting of any combination of one or more of the other securities described in this prospectus. If we offer any units, certain we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our agent in connection with the units of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those units. Each unit will be issued so that series the holder of units 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 following are some of the unit terms that could be described in the applicable a prospectus supplement, including, without limitation, the following, as applicable: • the ● title of the series units; ● aggregate number of units; • identification and description of the separate constituent securities comprising the units; • the ● price or prices at which the units will be issued; • ● designation and terms of the date, if any, on units and after which of the constituent securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; ● effect of any merger, consolidation, sale or other transfer of our business on the units will be separately transferableand the applicable unit agreement; • a discussion ● name and address of certain the unit agent; ● information with respect to book-entry procedures; ● any material United States federal income tax considerations applicable considerations; and ● other material terms, including terms relating to transferability, exchange, exercise or amendments of the units; . The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Preferred Stock,” “Description of Debt Securities,” and • “Description of Warrants,” will apply to each unit and to any other common stock, preferred stock, debt security or warrant included in each unit, respectively. Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. 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. We will file as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus the forms of the unit agreements containing the terms of the units and their constituent securitiesbeing offered. The description of units in any prospectus supplement will not necessarily describe all of the terms of the units in detail. You should read the applicable unit agreements for a complete description of all of the terms.

Description of Units. General We may issue units consisting composed of (i) our debt securities, (ii) shares of our Common Stock, (iii) shares of our Preferred Stock, (iv) warrants to purchase our debt securities, shares of our Common Stock, or shares of our Preferred Stock or any combination of the other types these securities, and (v) rights to purchase our debt securities, shares of securities offered under this prospectus our Common Stock, or shares of our Preferred Stock in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we selectany combination. We will indicate issue each unit so that the name and address holder of the unit agent is also the holder of each security included in the applicable prospectus supplement unit. As a result, 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 following description is a summary of selected provisions relating to a particular series of unitsunits that we may offer. The terms of any summary is not complete. When units are offered under in the future, a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any supplement, information, or document incorporated by reference, related free writing prospectus, or other offering materials, as well applicable, will explain the particular terms of those securities and the extent to which these general provisions may apply. The specific terms of the units as described in a prospectus supplement, information or document incorporated by reference, related free writing prospectus, or other offering materials, as applicable, will supplement and, if applicable, may modify or replace the complete general terms described in this section. This summary and any description of units in the applicable prospectus supplement, information or document incorporated by reference, related free writing prospectus, or other offering materials is subject to and is qualified in its entirety by reference to the unit certificate that contains agreement, collateral arrangements, and depositary arrangements, if applicable. We will file these documents with the SEC for incorporation by reference into this prospectus, as applicable. See “Available Information” and “Incorporation of Certain Information by Reference” for information on how to obtain a copy of a document when it is filed. The applicable prospectus supplement, information or document incorporated by reference, related free writing prospectus, or other offering materials may 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 provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities composing the units; ● whether the units will be issued in fully registered or global form; and ● any other terms of the units. The following description, together with the additional information included applicable provisions described in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offeredsection, as well as the complete unit agreements that contain the terms those described under “Description of the units. Specific unit agreements Debt Securities,” “Description of Capital Stock” and “Description of Warrants,” will contain additional important terms and provisions and we will file as an exhibit apply to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating and to units offered under this prospectus. If we offer any unitseach security included in each unit, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable: • the title of the series of units; • identification and description of the separate constituent securities comprising the units; • the price or prices at which the units will be issued; • the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain United States federal income tax considerations applicable to the units; and • any other terms of the units and their constituent securitiesrespectively.

Description of Units. We The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may issue offer under this prospectus. Units may be offered independently or together with common or preferred stock, and warrants offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will generally apply to any future units consisting that we may offer under this prospectus, we will describe the particular terms of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent offer in more detail in the applicable prospectus supplement relating to a particular series of unitssupplement. The terms of any units offered under a prospectus supplement may differ from the terms described below. We will incorporate by reference into the registration statement of which this prospectus forms a part the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units. The following summaries of material provisions of the units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement applicable to a particular series of units. We urge you to read the applicable prospectus supplement and any supplements related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of to the units that we may offer sell under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific We may issue units consisting of one or more shares of common stock or preferred stock, warrants or any combination of such securities. Each unit agreements will contain additional important terms and provisions and be issued so that the holder of the unit is also the holder of each security included in the unit. Additionally, we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus. If we offer any units, certain terms of that series of units will be described describe in the applicable prospectus supplement, including, without limitation, supplement the following, as applicable: • the title terms of the series of units; • identification , including the following: · the designation and description terms of the separate constituent units and the securities comprising included in the units; • · any provision for the price issuance, payment, settlement, transfer or prices at which exchange of the units will be issuedunits; • · the date, if any, on and after which the constituent securities comprising units may be transferable separately; · whether we will apply to have the units will be separately transferabletraded on a securities exchange or securities quotation system; • a discussion of certain · any material United States federal income tax considerations applicable to the unitsconsequences; and • any other terms of · how, for United States federal income tax purposes, the purchase price paid for the units and their constituent is to be allocated among the component securities.. 15

Description of Units. The following describes certain general terms and provisions that will apply to the units. The particular terms and provisions of units offered by a prospectus supplement, and the extent to which the general terms and provisions described below apply to such units, will be described in such prospectus supplement. We may issue units consisting that will consist of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units debt securities, preferred shares, common shares, warrants and subscription receipts issued by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. The terms of any units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a partus, or will incorporate by reference from another report that we file other securities of an entity affiliated or not affiliated with the SEC, the form of each unit agreement relating to units offered under this prospectusus. If we offer any units, certain terms of that series of units will be described Unless otherwise specified in the applicable prospectus supplement, 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. Units will be issued under a unit agreement between the Bank and a unit agent named therein. The statements below relating to any unit agreement and the units to be issued thereunder are summaries of certain anticipated provisions thereof, are not complete and are subject to, and qualified by reference to all provisions of the applicable units. The applicable prospectus supplement will include details of the unit agreement with respect to the units being offered. Reference is made to the applicable prospectus supplement which will accompany this prospectus for the terms and other information with respect to the offering of units. Those terms may include: • the designation and the terms of the units and any combination of debt securities, preferred shares, common shares, warrants and subscription receipts issued by us, or other securities of an entity affiliated or not affiliated with us constituting the units, including and whether and under what circumstances the debt securities, preferred shares, common shares, warrants and subscription receipts issued by us, or other securities of an entity affiliated or not affiliated with us or other securities may be traded separately; • any additional terms of the governing unit agreement; and • any additional provisions for the issuance, payment, settlement, transfer or exchange of the units or of the debt securities, preferred shares, common shares, warrants and subscription receipts issued by us, or other securities of an entity affiliated or not affiliated with us constituting the units. We will offer units that consist of or include debt or equity securities of third parties only under circumstances where there is an available exemption from the registration requirements for such third party securities under the Securities Act at the time we offer such units. An investment in units may involve special risks, including risks associated with indexed securities and currency-related risks if the securities comprising the units are linked to an index or are payable in or otherwise linked to a non-U.S. dollar currency. TAX CONSEQUENCES UNITED STATES TAXATION The following summary describes the material U.S. federal income tax consequences of the ownership of debt securities and common shares by “U.S. Holders” (as defined below) as of the date hereof. This section is the opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, our special U.S. federal income tax counsel. Except where noted, this summary deals only with debt securities and common shares held as capital assets and which are denominated in or determined by reference to the U.S. dollar. This summary does not represent a detailed description of the U.S. federal income tax consequences applicable to holders subject to special treatment under the U.S. federal income tax laws, including, without limitation, dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies, persons holding the followingsecurities as a part of a hedging, as applicable: • the title integrated, conversion or constructive sale transaction or a straddle, traders in securities that elect to use a xxxx-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, persons who own or are deemed to own 10% or more of the series of units; • identification and description of the separate constituent securities comprising the units; • the price Bank’s voting stock, partnerships or prices at which the units will be issued; • the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain United States other pass-through entities for U.S. federal income tax considerations applicable to purposes or U.S. Holders whose “functional currency” is not the units; and • any other terms U.S. dollar. Furthermore, the summary below is based upon the provisions of the units Internal Revenue Code of 1986, as amended (the “Code”), and their constituent securitiesregulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below.

Description of Units. We may issue units consisting comprised of shares of common stock, shares of preferred stock and warrants in any combination combination. We may issue units in such amounts and in as many distinct series as we wish. This section outlines certain provisions of the other types of securities offered units that we may issue. If we issue units, they will be issued under this prospectus in one or more unit agreements to be entered into between us and a bank or other financial institution, as unit agent. The information described in this section may not be complete in all respects and is qualified entirely by reference to the unit agreement with respect to the units of any particular series. We may evidence each The specific terms of any series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent offered will be a bank or trust company that we select. We will indicate the name and address of the unit agent described in the applicable prospectus supplement relating to supplement. If so described in a particular series of units. The supplement, the specific terms of any series of units offered under a prospectus supplement may differ from the general description of terms described presented below. We urge you to read the applicable any prospectus supplement and related to any related free writing prospectusseries of units we may offer, as well as the complete unit agreement and unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific If we issue units, forms of unit agreements and unit certificates relating to such units will contain additional important terms and provisions and we will file be incorporated by reference as an exhibit exhibits to the registration statement of statement, which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under includes this prospectus. If Each unit that we offer may issue 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 units, certain time or at any time before a specified date. The applicable prospectus supplement may describe: · the designation and terms of that series of the units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable: • the title and of the series of units; • identification and description of the separate constituent securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; • · any provisions of the governing unit agreement; · the price or prices at which the such units will be issued; • · the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • a discussion of certain applicable United States federal income tax considerations applicable relating to the units; · any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and • · any other terms of the units and their constituent securitiesof the securities comprising the units. The provisions described in this section, as well as those described under “Description of Capital Stock,” and “Description of Warrants” will apply to the securities included in each unit, to the extent relevant and as may be updated in any prospectus supplements.

Description of Units. We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. The terms of any units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus. If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable: • ● the title of the series of units; • ● identification and description of the separate constituent securities comprising the units; • ● the price or prices at which the units will be issued; • ● the date, if any, on and after which the constituent securities comprising the units will be separately transferable; • ● a discussion of certain United States federal income tax considerations applicable to the units; and • ● any other terms of the units and their constituent securities. PLAN OF DISTRIBUTION We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions: ● at a fixed price or prices, which may be changed; ● at market prices prevailing at the time of sale; ● at prices related to such prevailing market prices; or ● at negotiated prices. Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable. Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement. If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer. Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Any common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time. We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post- effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities. We do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement. To comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.

Description of Units. We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units. The terms of any units offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete unit certificate that contains the terms of the units. The following description, together with units will be contained in the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement unit agreement and any free writing prospectus that we may authorize to be provided to you related document applicable to the series of units being offered, as well as the complete unit agreements that contain the terms of securities comprising the units. Specific unit agreements These documents will contain additional important terms and provisions and we will file be included or incorporated by reference as an exhibit exhibits to the registration statement of which this prospectus is a part. You should read the unit agreement and any related documents. You also should read the prospectus supplement, which will contain additional information and which may update or change some of the information below. This section describes the general terms of the units that we may offer using this prospectus. Further terms of the units will incorporate be stated in the applicable prospectus supplement. The following description and any description of the units in a prospectus supplement may not be complete and is subject to and qualified in its entirety by reference from another report that we file with to the SEC, the form terms of each unit any agreement relating to the units offered under and the related documents applicable to the securities constituting the units. We may issue units, in one or more series, consisting of any combination of one or more of the other securities described in this prospectus. If we offer any units, certain we will describe the terms in a prospectus supplement. Units may be issued under a written unit agreement to be entered into between us and the holder or beneficial owner, or we could issue units under a written unit agreement with a unit agent specified in a prospectus supplement. A unit agent would act solely as our agent in connection with the units of a particular series and would not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of those units. Each unit will be issued so that series the holder of units 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 following are some of the unit terms that could be described in the applicable a prospectus supplement, including, without limitation, the following, as applicable: • the ● title of the series units; ● aggregate number of units; • identification and description of the separate constituent securities comprising the units; • the ● price or prices at which the units will be issued; • ● designation and terms of the date, if any, on units and after which of the constituent securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; ● effect of any merger, consolidation, sale or other transfer of our business on the units will be separately transferableand the applicable unit agreement; • a discussion ● name and address of certain the unit agent; ● information with respect to book-entry procedures; ● any material United States federal income tax considerations applicable considerations; and ● other material terms, including terms relating to transferability, exchange, exercise or amendments of the units; . The provisions described in this section, as well as those described under “Description of Capital Stock,” “Description of Debt Securities,” and • “Description of Warrants,” will apply to each unit and to any other Common Stock, preferred stock, debt security or warrant included in each unit, respectively. Unless otherwise provided in the applicable prospectus supplement, the unit agreements will be governed by the laws of the State of New York. 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. We will file as an exhibit to a filing with the SEC that is incorporated by reference into this prospectus the forms of the unit agreements containing the terms of the units and their constituent securitiesbeing offered. The description of units in any prospectus supplement will not necessarily describe all of the terms of the units in detail. You should read the applicable unit agreements for a complete description of all of the terms.