Common use of DESCRIPTION OF WARRANTS Clause in Contracts

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agent. The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be described in the applicable prospectus supplement, including, as applicable: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrants; • if applicable, the designation and terms of the equity securities with which the Warrants are issued, and the number of warrants issued with each equity security; • the date on which the right to exercise the Warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, applicable to the Warrants; • any additional terms of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercise.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, to ; • receive notice as stockholders shareholders with respect to any meeting or written consent of stockholders shareholders for the election of our directors or any other matter, ; or to • exercise any rights whatsoever as a shareholders of Virgin Galactic. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock debt securities, preferred stock, depositary shares or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementcommon stock. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and more additional warrants, debt securities, preferred stock, depositary shares or common stock, or any combination of those securities in the investors or a warrant agent. The particular terms form of each issue of Warrants and the warrant agreement relating to the Warrants will be units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, including, as applicablethe applicable prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the title of specific designation and aggregate number of, and the Warrantsoffering price at which we will issue, the warrants; • the initial currency or currency units in which the offering price, if any, and the exercise price are payable; • the aggregate number date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate number principal amount, currency and terms of shares of Common Stock or Preferred Stock purchasable any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the equity securities debt securities, preferred stock, depositary shares or common stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; • if applicable, the date on from and after which the right to exercise the Warrants will commence any warrants issued as part of a unit and the date on related debt securities, preferred stock, depositary shares or common stock will be separately transferable; • the number of shares of preferred stock, the number of depositary shares or the number of shares of common stock purchasable upon exercise of a warrant and the price at which the right will expirethose shares may be purchased; • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • the antidilution provisions, and other provisions for changes to or adjustment in the exercise price, of the warrants, if any; • any redemption or call provisions, if any, applicable to the Warrants; and • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock or Preferred Stock. As explained belowdebt securities, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth inpreferred stock, common stock, depositary shares, or any combination thereof. We may issue warrants independently or together with any other securities offered by any prospectus supplement and may be attached to be determined as set forth in, or separate from the related prospectus supplementother offered securities. Warrants Each series of warrants may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under a separate warrant agreements agreement to be entered into between by us and the investors or with a warrant agent. The particular applicable warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. Further terms of each issue of Warrants the warrants and the applicable warrant agreement relating to the Warrants agreements will be described set forth in the applicable prospectus supplement. The applicable prospectus supplement relating to any particular issue of warrants will describe the terms of the warrants, including, as applicable, the following: • the title of the Warrants; • the initial offering pricewarrants; • the aggregate number of the warrants; • the price or prices at which the warrants will be issued; • the designation, terms and the aggregate number of shares of Common Stock debt securities, preferred stock or Preferred Stock common stock purchasable upon exercise of the warrants; • if applicable, the designation and terms of the equity securities offered securities, if any, with which the Warrants warrants are issued, issued and the number of the warrants issued with each equity offered security; • the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the price at which each share of debt securities, preferred stock or common stock purchasable upon exercise of the warrants may be purchased; • the date on which the right to exercise the Warrants will warrants shall commence and the date on which the that right will shall expire; • if applicable, the minimum or maximum number amount of the Warrants that warrants which may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrantsa discussion of certain federal income tax considerations; and • any additional other terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; warrants. We and • the exercise price. Holders applicable warrant agent may amend or supplement the warrant agreement for a series of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written warrants without the consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder holders of the warrants will issued thereunder to effect changes that are not have any rights inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of Common Stock or Preferred Stock that can be purchased upon exercisethe warrants.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock debt securities, common stock, preferred stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementother securities. Warrants may be issued separately independently or together with our Common Stock debt securities, common stock, preferred stock or Preferred Stockother securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors a bank or a trust company, as warrant agent. The particular terms of each issue of Warrants and , all as will be set forth in the warrant agreement prospectus supplement relating to the Warrants particular issue of warrants. The warrant agent will be described act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The summary of the terms of the warrants contained in this prospectus is not complete and is subject to, and is qualified in its entirety to, all provisions of the applicable warrant agreement. Reference is made to the prospectus supplementsupplement relating to the particular issue of warrants offered pursuant to such prospectus supplement for the terms of and information relating to such warrants, including, as where applicable: • · the title specific designation and aggregate number of, and the offering price at which we will issue, the warrants; · the currency or currency units in which the offering price, if any, and the exercise price are payable; · the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; · whether the warrants are to be sold separately or with other securities as parts of units; · whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the Warrantsunit and of any security included in that unit; • · a discussion of certain material U.S. federal income tax considerations applicable to the initial offering pricewarrants; • · the aggregate number identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; · the aggregate number proposed listing, if any, of shares the warrants or any securities purchasable upon exercise of Common Stock or Preferred Stock the warrants on any securities exchange; · the designation and terms of any equity securities purchasable upon exercise of the warrants; • · the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; · if applicable, the designation and terms of the equity securities debt securities, preferred stock or common stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; • · if applicable, the date on from and after which the right to exercise the Warrants will commence any warrants issued as part of a unit and the date on related debt securities, preferred stock or common stock will be separately transferable; · the number of shares of preferred stock or the number of shares of common stock purchasable upon exercise of a warrant and the price at which the right will expirethose shares may be purchased; • · if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • anti· information with respect to book-dilution provisions of the Warrantsentry procedures, if any; • · the antidilution provisions of, and other provisions for changes to or adjustment in the exercise price of, the warrants, if any; · any redemption or call provisions, if any, applicable to the Warrants; • and · any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock Class A common stock, preferred stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementdebt securities. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and more additional warrants, Class A common stock, preferred stock or debt securities, or any combination of those securities in the investors or a warrant agent. The particular terms form of each issue of Warrants and the warrant agreement relating to the Warrants will be units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, including, as applicablethe accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the title specific designation and aggregate number of, and the offering price at which we will issue, the warrants; ​ • the currency or currency units in which the offering price, if any, and the exercise price are payable; ​ • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; ​ • whether the warrants are to be sold separately or with other securities as parts of units; ​ • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the Warrantsunit and of any security included in that unit; ​ • any applicable material U.S. federal income tax consequences; ​ • the initial offering priceidentity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; ​ • the aggregate number proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ​ • the designation and the aggregate number terms of shares of Common Stock or Preferred Stock any equity securities purchasable upon exercise of the warrants; ​ • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; ​ • if applicable, the designation and terms of the equity securities preferred stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; ​ • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock or Class A common stock will be separately transferable; ​ • the date on which the right to number of shares of Class A common stock or preferred stock purchasable upon exercise the Warrants will commence of a warrant and the date on price at which the right will expirethose shares may be purchased; ​ • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; ​ • information with respect to book-entry procedures, if any; ​ • the anti-dilution provisions of of, and other provisions for changes to or adjustment in the Warrantsexercise price of, the warrants, if any; ​ • any redemption or call provisions, if any, applicable to the Warrants; and ​ • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrants; and • the exercise pricewarrants. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercise.​

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock common stock, preferred stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants depositary shares and may be issued separately issue warrants independently or together with our Common Stock common stock, preferred stock or Preferred Stockdepositary shares or attached to, or separate from, such securities. The Warrants are to be issued We will issue each series of warrants under a separate warrant agreements to be entered into agreement between us and the investors a bank or a trust company as warrant agent. The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be described , as specified in the applicable prospectus supplement. The form of warrant agreement and the form of the warrant certificate will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The warrant agent will act solely as our agent in connection with the warrants and will not act for or on behalf of warrant holders. The following sets forth certain general terms and provisions of the warrants that may be offered under this registration statement. Further terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement. The applicable prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered, including, as where applicable, the following: • the title of the Warrants; • the initial offering pricesuch warrants; • the aggregate number of such warrants; • the price or prices at which such warrants will be issued; • the type and the aggregate number of shares of Common Stock or Preferred Stock securities purchasable upon exercise of the such warrants; • if applicable, the designation and terms of the equity securities other securities, if any, with which the Warrants such warrants are issued, issued and the number of such warrants issued with each equity such offered security; • the date, if any, on and after which such warrants and the related securities will be separately transferable; • the price at which each security purchasable upon exercise of such warrants may be purchased; • the date on which the right to exercise the Warrants will such warrants shall commence and the date on which the such right will shall expire; • if applicable, the minimum or maximum number amount of the Warrants such warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrantsany anti-dilution protection; • a discussion of certain material U.S. federal income tax considerations; and • any additional other terms of the Warrantssuch warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants. Warrant certificates will be exchangeable for new warrant certificates of different denominations and exercise warrants may be exercised at the corporate trust office of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors warrant agent or any other matter, or office indicated in the applicable prospectus supplement. Prior to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercisedtheir warrants, the holder holders of the warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise or Preferred Stock that can to any dividend payments or voting rights as to which holders of the shares of common stock or preferred stock purchasable upon such exercise may be purchased entitled. Each warrant will entitle the holder to purchase for cash such number of shares of common stock or preferred stock, at such exercise price as shall, in each case, be set forth in, or be determinable as set forth in, the applicable prospectus supplement relating to the warrants offered thereby. After the expiration date set forth in applicable prospectus supplement, unexercised warrants will be void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants are presented for exercise with respect to a warrant certificate, a new warrant certificate will be issued for the remaining amount of warrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the warrants to purchase shares of our Common Stock or Preferred Stock. As explained belowcommon stock, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth inpreferred stock, or to be determined other securities, as set forth inapplicable in one or more series, as described in the related applicable prospectus supplement. Warrants Below is a description of certain general terms and provisions of the warrants that we may be issued separately or together with our Common Stock or Preferred Stockoffer. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agent. The particular Particular terms of each issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable warrant agreements and the applicable prospectus supplementsupplement for the warrants. To the extent appropriate, includingthe applicable prospectus supplement will contain, as where applicable, the following terms of and other information relating to the warrants: • the title of specific designation and aggregate number of, and the Warrantsprice at which we will issue, the warrants; • the initial currency or currency units in which the offering price, if any, and the exercise price are payable; • the aggregate number designation, amount and terms of warrants and the aggregate number of shares of Common Stock or Preferred Stock securities purchasable upon exercise of the warrants; • if applicable, the designation and terms exercise price for shares of the equity securities with which the Warrants are issuedour common stock, preferred stock, or other securities, as applicable, and the number of warrants issued with each equity securityshares of common stock, preferred stock, or other securities, as applicable, to be received upon exercise of the warrants; • the date on which the right to exercise the Warrants warrants will commence begin and the date on which the that right will expireexpire 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; • 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 other securities, as applicable, will be separately transferable; • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • information with respect to book-entry procedures, if any; • the anti-dilution provisions of the Warrantswarrants, if any; • any redemption or call provisions, if any, applicable to the Warrants; • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise pricewarrants. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercise.9

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, to ; • receive notice as stockholders shareholders with respect to any meeting or written consent of stockholders shareholders for the election of our directors or any other matter, ; or to • exercise any rights whatsoever as a shareholders of Ouster. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. We may offer, sell and issue, from time to time, warrants to purchase shares of our common stock. The warrants may be issued independently or together with shares of our common stock and may be attached to or separate from the shares of our common stock. If we issue Warrants warrants, they will be evidenced by warrant agreements or warrant certificates issued under one or more warrant agreements, which will be contracts between us and/or a bank or trust company, as warrant agent, and the holders of the warrants or an agent for the purchase holders of our Common Stock or Preferred Stock. As explained belowthe warrants, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price all as shall be set forth in, or in the prospectus supplement relating to be determined as set forth in, the related warrants being offered pursuant to such prospectus supplement. Warrants may The forms of warrant agreements or warrant certificates, as applicable, relating to the warrants will be issued separately or together filed as exhibits to the registration statement of which this prospectus is part and/or will be incorporated by reference from reports that we file with our Common Stock or Preferred Stockthe SEC. The Warrants following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all of the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Whenever warrants are to be issued under warrant agreements and sold pursuant to be entered into between us and the investors or this prospectus, we will file a warrant agent. The particular terms of each issue of Warrants and the warrant agreement prospectus supplement relating to the Warrants that offer and sale which will be described specify (in the applicable prospectus supplement, including, each case as applicable: • ): · the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock common stock purchasable upon exercise of the warrantswarrants and the exercise price at which such number of shares may be purchased upon exercise; • if applicable, · the designation and terms of the equity securities with price or prices at which the Warrants are warrants will be issued; · the provisions, and if any, for changes to or adjustments in the number exercise price; · the provisions, if any, for call rights or put rights relating to the warrants or the underlying shares of warrants issued with each equity securitycommon stock; • · the date on which the right to exercise the Warrants will warrants shall commence and the date on which the right will expire; • · if applicable, the minimum or maximum number of warrants issued with each share of our common stock; · if applicable, the Warrants that may date on and after which the warrants and the related common stock will be exercised at separately transferable; and · any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, applicable to the Warrants; • any additional other terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • warrants. Until any warrants to purchase common stock are exercised, the exercise price. Holders holders of Warrants warrants will not be entitled, solely by virtue of being such holders, to vote, to consent, receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of our directors or any other matter, or to exercise any rights whatsoever as a our stockholders. Each warrant will entitle the holder to purchase for cash such shares of our common stock at such exercise price as shall be in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered. Upon receipt of payment and the warrant certificate properly completed and duly executed at the Company or the corporate trust office of the equity securities warrant agent, as applicable, or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the shares of our common stock purchasable upon exercise such exercise. If less than all of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock represented by such warrant certificate are exercised, a new warrant certificate will be issued for the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exerciseremaining warrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the warrants to purchase of our Common Stock common stock, preferred stock, debt securities or Preferred Stockany combination thereof. As explained below, each Warrant Each warrant will entitle its the holder to purchase our Common Stock for cash the amount of common stock, preferred stock, debt securities or Preferred Stock units at an the exercise price set forth in, stated or to be determined as set forth in, determinable in a prospectus supplement for the related prospectus supplementwarrants. Warrants may be issued separately independently or together with our Common Stock any other securities and may be attached to, or Preferred Stockseparate from, such securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be described Unless otherwise specified in the applicable prospectus supplement, including, as applicableholders of warrants will not be entitled to any rights with respect to the securities for which warrants are exercisable prior to the issuance of securities. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement. These terms will include some or all of the following: • the title of the Warrantswarrants; • the initial offering priceprice or prices at which the warrants will be issued; • the aggregate number of warrants designation, amount and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise terms of the warrantssecurities for which the warrants are exercisable; • if applicable, the designation and terms of the equity securities other securities, if any, with which the Warrants warrants are issued, to be issued and the number of warrants issued with each equity other security; • the aggregate number of warrants; • any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; • the price or prices at which the securities purchasable upon exercise of the warrants will be separately transferable, if applicable; • if applicable, a discussion of material U.S. federal income tax considerations; • the date on which the right to exercise the Warrants warrants will commence commence, and the date on which the right will expire; • if applicable, the maximum or minimum or maximum number of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrants; and • any additional other terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock common stock, preferred stock or Preferred Stock at an exercise price set forth in, other securities described in this prospectus. We may issue warrants independently or to be determined as set forth in, the related prospectus supplementpart of a unit with other securities. Warrants sold with other securities as a unit may be issued separately attached to or together with our Common Stock or Preferred Stockseparate from the other securities. The Warrants prospectus supplement relating to any warrants we are to be issued under warrant agreements to be entered into between us and the investors or a warrant agent. The particular offering will describe specific terms of each issue of Warrants and the warrant agreement relating to the Warrants offering, including a description of any other securities sold together with the warrants. These terms will be described in include some or all of the applicable prospectus supplement, including, as applicablefollowing: • the title of the Warrants; • the initial offering pricewarrants; • the aggregate number of warrants offered; • the price or prices at which the warrants will be issued; • the designation, number and the aggregate number terms of shares of Common Stock any common stock, preferred stock or Preferred Stock other securities purchasable upon exercise of the warrantswarrants and procedures by which those numbers may be adjusted; • if applicablethe exercise price of the warrants, including any provisions for changes or adjustments to the exercise price, and terms relating to the currency in which such price is payable; • the dates or periods during which the warrants are exercisable; • the designation and terms of the equity any securities with which the Warrants warrants are issued, and the number of warrants issued with each equity securityas a unit; • if the warrants are issued as a unit with another security, the date on or after which the right to exercise the Warrants will commence warrants and the date on which the right other security will expirebe separately transferable; • if applicable, the any minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • anti-dilution provisions any terms relating to the modification of the Warrantswarrants; • a discussion of material federal income tax considerations, if anyapplicable; • redemption or call provisions, if any, applicable to the Warrants; and • any additional other terms of the Warrantswarrants and any other securities sold together with the warrants, including including, but not limited to, the terms, procedures and limitations relating to the exchange and transferability, exchange, exercise or redemption of the Warrants; and • warrants. The applicable prospectus supplement will describe the exercise pricespecific terms of any warrant units. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder The descriptions of the warrants will in this prospectus and in any prospectus supplement are summaries of the material provisions of the applicable warrant agreements. These descriptions do not have any restate those agreements in their entirety and do not contain all of the information that you may find useful. We urge you to read the applicable agreements because they, and not the summaries, define many of your rights of as holders of Common Stock the warrants or Preferred Stock that can any warrant units. For more information, please review the form of the relevant agreements, which will be purchased upon exercisefiled with the SEC promptly after the offering of warrants or warrant units and will be available as described under the heading "Where You Can Find More Information."

DESCRIPTION OF WARRANTS. We may offer to sell warrants from time to time. If we do so, we will describe the specific terms of the warrants in a prospectus supplement. In particular, we may issue Warrants warrants for the purchase of our Common Stock common stock, preferred stock and/or debt securities in one or Preferred Stockmore series. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately also issue warrants independently or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us other securities and the investors warrants may be attached to or separate from those securities. We will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We will enter into the warrant agreement with a warrant agent. The particular terms We will indicate the name and address of each issue of Warrants and the warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplementsupplement relating to a particular series of warrants. We will describe in the applicable prospectus supplement the terms of the series of warrants, including, as applicable: • ● the title of the Warrants; • the initial offering price; • the price and aggregate number of warrants and offered; ● the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of currency for which the warrantswarrants may be purchased; • ● if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity 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 price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise; ● in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise; ● the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; ● the terms of any rights to redeem or call the warrants; ● any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; ● the dates on which the right to exercise the Warrants warrants will commence and expire; ● the date on manner in which the right will expire; • if applicable, the minimum or maximum number of the Warrants that warrant agreement and warrants may be exercised at any one timemodified; • anti-dilution provisions ● certain United States federal income tax consequences of holding or exercising the Warrants, if anywarrants; • redemption or call provisions, if any, applicable to ● the Warrants; • any additional terms of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable issuable upon exercise of the Warrantswarrants; and ● any other specific material terms, preferences, rights or limitations of or restrictions on the warrants. Until any Holders may exercise the warrants by delivering the warrant certificate representing the warrants to purchase Common Stock or Preferred Stock are exercisedbe exercised together with other requested information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent. Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If a holder exercises fewer than all of the warrants represented by the warrant certificate, then we will issue a new warrant certificate for the remaining amount of warrants. Holder will not have any of the rights of the holders of Common Stock the securities purchasable upon the exercise of warrants until you exercise them. Accordingly, holder will not be entitled to, among other things, vote or Preferred Stock receive dividend payments or similar distributions on the securities you can purchase upon exercise of the warrants. The information provided above is only a summary of the terms under which we may offer warrants for sale. Accordingly, investors must carefully review the applicable warrant agreement for more information about the specific terms and conditions of these warrants before investing in us. In addition, please carefully review the information provided in the applicable prospectus supplement, which contains additional information that can be purchased upon exerciseis important for you to consider in evaluating an investment in our securities.

DESCRIPTION OF WARRANTS. We may issue Warrants for The following description of the purchase terms of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related warrants provides some general terms and provisions of warrants in respect of which a prospectus supplement. Warrants supplement may be issued separately or together with our Common Stock or Preferred Stockfiled. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agentThis summary is not complete. The particular terms and provisions of each issue of Warrants warrants offered by any prospectus supplement, and the warrant agreement relating extent to which the Warrants general terms and provisions described below may apply to them, will be described in the applicable prospectus supplement. Warrants may be offered separately or in combination with common shares. The description of general terms and provisions of warrants described in any prospectus supplement will include, includingbut is not limited to, as where applicable: • the title of the Warrants; • the initial offering price; • the designation and aggregate number of warrants and offered; • the aggregate price at which the warrants will be offered; • the currency or currencies in which the warrants are denominated; • the number of common shares of Common Stock or Preferred Stock purchasable upon that may be purchased on the exercise of the warrants; • if applicable, the designation warrants and terms conditions and procedures that will result in an adjustment of the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitythat number; • the date on exercise price of the warrants and the dates or periods during which the right to exercise the Warrants will commence and the date on which the right will expirewarrants are exercisable; • if applicable, the any minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, applicable to the Warrants; • any additional terms of the Warrants, including terms, procedures and limitations relating to the transferability, exchange and or exercise of the Warrantswarrants; and • any other material terms of the warrants. If the warrants are issued pursuant to warrant agreements or warrant indentures, we will so specify in the prospectus supplement relating to the warrants being offered pursuant to the prospectus supplement. We will file any warrant agreement or warrant indenture 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 warrants. Each warrant will entitle the holder to acquire such number of common shares at such exercise price and in accordance with such terms as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered by the prospectus supplement. Warrants may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void. The warrants may be exercised as set forth in the prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the taking of other action specified in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise. If less than all of the warrants represented by such warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. Before the exercise priceof their warrants, holders of warrants will not have any of the rights of holders of common shares. Holders Therefore, holders of Warrants warrants will not be entitled, solely by virtue of being such holders, to vote, to consent, receive dividends, to receive notice as stockholders shareholders with respect to any meeting or written consent of stockholders shareholders for the election of our directors or any other matter, or to exercise any rights whatsoever as our shareholders. We reserve the right to include in a prospectus supplement specific terms of the warrants that are not within the options and parameters described in this prospectus. In addition, to the extent that any particular terms of the warrants described in a prospectus supplement differ from any of the terms described in this prospectus, the description of those terms included in this prospectus shall be deemed to have been superseded by the description of the differing terms set forth in such prospectus supplement with respect to such warrants. Description of Units We may issue units comprised of one or more of the securities described in this prospectus in any combination. Each unit will be issued so that the holder of the equity securities purchasable upon exercise unit is also the holder of each security included in the Warrantsunit. Until any warrants to purchase Common Stock or Preferred Stock are exercisedThus, the holder of a unit will have the warrants rights and obligations of a holder of each included security. The unit agreement, if any, under which a unit is issued may provide that the securities comprising the unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of units offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will not have any rights be described in the prospectus supplement filed in respect of holders such units. This description will include, where applicable: • the designation and aggregate number of Common Stock units offered; • the price at which the units will be offered; • the currency or Preferred Stock currencies in which the units are denominated; • the 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; • the number of securities that can may be purchased upon exerciseexercise of each unit and the price at which the currency or currencies in which that amount of securities may be purchased upon exercise of each unit; • any provisions for the issuance, payment, settlement, transfer, adjustment or exchange of the units or of the securities comprising the units; and • any other material terms of the units. We reserve the right to set forth in a prospectus supplement specific terms of the units that are not within the options and parameters set forth in this prospectus. In addition, to the extent that any particular terms of the units described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of the differing terms set forth in such prospectus supplement with respect to such units. GLOBAL SECURITIES Book-Entry, Delivery and Form Unless we indicate differently in any applicable prospectus supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, or DTC, as depositary, and registered in the name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary. DTC has advised us that it is: • a limited-purpose trust company organized under the New York Banking Law; • a “banking organization” within the meaning of the New York Banking Law; • a member of the Federal Reserve System; • a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and • a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. Purchases of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under the limited circumstances described below. To facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of their holdings on behalf of their customers. So long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities may be surrendered for payment, registration of transfer or exchange. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to time. Redemption notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed. Neither DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached to the omnibus proxy. So long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances described below and unless if otherwise provided in the description of the applicable securities herein or in the applicable prospectus supplement, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee or other designated party. Redemption proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is the responsibility of direct and indirect participants. Except under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to exercise any rights under the securities and the indenture. The laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability to transfer or pledge beneficial interests in securities. DTC may discontinue providing its services as securities depositary with respect to the securities at any time by giving reasonable notice to us. Under such circumstances, in the event that a successor depositary is not obtained, securities certificates are required to be printed and delivered. As noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership interests in those securities. However, if: • DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be; • we determine, in our sole discretion, not to have such securities represented by one or more global securities; or • an event of default has occurred and is continuing with respect to such series of securities, we will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the global securities.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock common stock or Preferred Stockpreferred stock in one or more series. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock common stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us preferred stock, and the investors warrants may be attached to or separate from these securities. We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. The particular terms Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of each issue of Warrants and the any such warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplementsupplement relating to a particular series of warrants. We will describe in the applicable prospectus supplement the terms of the series of warrants, including, as applicable: • the title of the Warrants; • the initial offering price; • the price and aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantsoffered; • if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity such security or each principal amount of such security; • the date on which the right to exercise the Warrants will commence and the date on which the right will expire; • if applicable, the minimum date on and after which the warrants and the related securities will be separately transferable; • in the case of warrants to purchase common stock or maximum preferred stock, the number or amount of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise; • the manner of exercise of the Warrants that may warrants, including any cashless exercise rights; • the warrant agreement under which the warrants will be exercised at issued; • the effect of any one timemerger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; • anti-dilution provisions of the Warrantswarrants, if any; • redemption the terms of any rights to redeem or call provisionsthe warrants; • any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; • the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable; • the manner in which the warrant agreement and warrants may be modified; • the identities of the warrant agent and any calculation or other agent for the warrants; • federal income tax consequences of holding or exercising the warrants; • the terms of the securities issuable upon exercise of the warrants; • any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and • any other specific terms, preferences, rights or limitations of or restrictions on the warrants. Before exercising their warrants, holders of warrants may not have any of the rights of holders of the securities purchasable upon such exercise, including, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, applicable to the Warrants; • any additional terms of the Warrantsor, including termspayments upon our liquidation, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting dissolution or written consent of stockholders for the election of directors or any other matter, winding up or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercisedvoting rights, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exerciseif any.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock preferred stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementcommon stock. Warrants may be issued separately independently or together with our Common Stock any preferred stock or Preferred Stockcommon stock, and may be attached to or separate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agentagent specified in the agreement and us. The particular terms warrant agent will act solely as our agent in connection with the warrants of each issue that series and will not assume any obligation or relationship of Warrants and agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities warrant agreement agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the Warrants specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants, will be described filed with the Securities and Exchange Commission in connection with the offering of the specific warrants. The applicable prospectus supplementsupplement will describe the following terms, includingwhere applicable, as applicableof the warrants in respect of which this prospectus is being delivered: • ● the title of the Warrantswarrants; • the initial offering price; • ● the aggregate number of the warrants; ● the price or prices at which the warrants will be issued; ● the designation, amount and terms of the aggregate number of shares of Common Stock or Preferred Stock offered securities purchasable upon exercise of the warrants; • ● if applicable, the designation date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable; ● the terms of the equity securities with purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants; ● any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; ● the price or prices at which and currency or currencies in which the Warrants are issued, and offered securities purchasable upon exercise of the number of warrants issued with each equity securitymay be purchased; • ● the date on which the right to exercise the Warrants will warrants shall commence and the date on which the right will shall expire; • if applicable, ● the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • anti● information with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions● if appropriate, if any, applicable to the Warrantsa discussion of Federal income tax consequences; • and ● any additional other material terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; warrants. Warrants for the purchase of common stock or preferred stock will be offered and • the exercise priceexercisable for U.S. dollars only. Holders of Warrants will not be entitled, solely by virtue issued in registered form only. Upon receipt of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent payment and the warrant certificate properly completed and duly executed at the corporate trust office of stockholders for the election of directors warrant agent or any other matteroffice indicated in the applicable prospectus supplement, or to exercise any rights whatsoever we will, as a holder soon as practicable, forward the purchased securities. If less than all of the equity securities purchasable upon warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants. Prior to the exercise of the Warrants. Until any securities warrants to purchase Common Stock preferred stock or Preferred Stock are exercisedcommon stock, the holder holders of the warrants will not have any of the rights of holders of Common Stock the common stock or Preferred Stock that can be purchased preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, to ; • receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of our directors or any other matter, ; or to • exercise any rights whatsoever as a stockholders of CytomX. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants, in one or more series, for the purchase of debt securities or shares of our Common Stock or Preferred Stock. As explained belowcommon stock, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementpar value $0.06 per share. Warrants may be issued separately independently or together with our Common Stock debt securities or Preferred Stockcommon stock and may be attached to or separate from any offered securities. The Warrants are In addition to be issued under this summary, you should refer to the detailed provisions of the specific warrant agreements to be entered into between us agreement for complete terms of the warrants and the investors warrant agreement. Unless otherwise specified in a prospectus supplement accompanying this prospectus, each warrant agreement will be between GE and a banking institution organized under the laws of the United States or a state thereof as warrant agent. The particular terms A form of each issue of Warrants and the warrant agreement relating will be filed with the SEC as an exhibit to the Warrants registration statement by post-effective amendment or a Current Report on Form 8-K. The warrants will be described evidenced by warrant certificates. Unless otherwise specified in the applicable prospectus supplement, the warrant certificates may be traded separately from the debt securities or common stock, if any, with which the warrant certificates were issued. Warrant certificates may be exchanged for new warrant certificates of different denominations at the office of an agent that we will appoint. Until a warrant is exercised, the holder of a warrant does not have any of the rights of a holder of our debt securities or common stock and is not entitled to any payments on any debt securities or common stock issuable upon exercise of the warrants. A prospectus supplement accompanying this prospectus relating to a particular series of warrants to issue debt securities or common stock will describe the terms of those warrants, including, as applicable: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrants; • if applicable, the designation and terms of the equity debt securities with or common stock for which the Warrants are issued, and the number of warrants issued with each equity securitywarrant is exercisable; • the date or dates on which the right to exercise the Warrants will such warrants commence and the date on which the right will expire; • if applicable, the minimum price or maximum number of the Warrants that may be exercised prices at any one timewhich such warrants are exercisable; • anti-dilution provisions of the Warrants, if anycurrency or currencies in which such warrants are exercisable; • redemption the periods during which and places at which such warrants are exercisable; • the terms of any mandatory or optional call provisions; • the price or prices, if any, applicable to at which the Warrantswarrants may be redeemed at the option of the holder or will be redeemed upon expiration; • any additional terms the identity of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrantswarrant agent; and • the exchanges, if any, on which such warrants may be listed. You may exercise warrants by payment to our warrant agent of the exercise price. Holders , in each case in such currency or currencies as are specified in the warrant, and giving your identity and the number of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock be exercised. Once you pay our warrant agent and deliver the properly completed and executed warrant certificate to our warrant agent at the specified office, our warrant agent will, as soon as practicable, forward securities to you in authorized denominations or Preferred Stock are exercised, the holder share amounts. If you exercise less than all of the warrants evidenced by your warrant certificate, you will not have any rights be issued a new warrant certificate for the remaining amount of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock in one or more series. We may issue Warrants independently or together with Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, and the related prospectus supplement. Warrants may be issued separately attached to or together separate from these securities. We will evidence each series of Warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agent. The particular terms Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of each issue of Warrants and the any such warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplementsupplement relating to a particular series of Warrants. We will describe in the applicable prospectus supplement the terms of the series of Warrants, including, as applicable: • ● the title of the Warrants; • the initial offering price; • the price and aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantsWarrants offered; • ● if applicable, the designation and terms of the equity securities with which the Warrants are issued, issued and the number of warrants Warrants issued with each equity 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 Common Stock or Preferred Stock, the number or amount of shares of Common Stock or Preferred Stock, as the case may be, purchasable upon the exercise of one Warrant and the price at which and currency in which these shares may be purchased upon such exercise; ● the manner of exercise of the Warrants, including any cashless exercise rights; ● the warrant agreement under which the Warrants will be issued, if any; ● the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the Warrants; ● anti-dilution provisions of the Warrants, if any; ● the terms of any rights to redeem or call the Warrants; ● any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the Warrants; ● the dates on which the right to exercise the Warrants will commence and expire or, if the Warrants are not continuously exercisable during that period, the specific date or dates on which the right Warrants will expirebe exercisable; • if applicable, ● the minimum or maximum number manner in which the warrant agreement and Warrants may be modified; ● the identities of the Warrants that may be exercised at warrant agent and any one time; • anti-dilution provisions of the Warrants, if any; • redemption calculation or call provisions, if any, applicable to other agent for the Warrants; • any additional ● federal income tax consequences of holding or exercising the Warrants; ● the terms of the Warrants, including terms, procedures and limitations relating to the exchange and securities issuable upon exercise of the Warrants; and • ● any securities exchange or quotation system on which the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable deliverable upon exercise of the Warrants may be listed or quoted; and ● any other specific terms, preferences, rights or limitations of or restrictions on the Warrants. Until Before exercising their Warrants, holders of Warrants may not have any warrants of the rights of holders of the securities purchasable upon such exercise, including, in the case of Warrants to purchase Common Stock or Preferred Stock are exercisedStock, the holder of the warrants will not have any rights of holders of Common Stock right to receive dividends, if any, or, payments upon our liquidation, dissolution or Preferred Stock that can be purchased upon exercisewinding up or to exercise voting rights, if any.

DESCRIPTION OF WARRANTS. The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants, as well as any warrant agreement that contains the terms of the warrants. We may issue Warrants for the warrants to purchase shares of our Common Stock common or Preferred Stockpreferred stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants Such warrants may be issued separately in one or more series, independently or together with our Common Stock shares of common or Preferred Stockpreferred stock or other equity or debt securities and may be attached or separate from such securities. The Warrants are to be issued We may issue warrants directly or under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The particular terms of each issue of Warrants and the We will name any warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplement. Any warrant agent will act solely as our agent in connection with the warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with holders or beneficial owners of warrants. The applicable prospectus supplement and the applicable warrant agreement will describe the particular terms of any series of warrants we may issue, including, as applicableincluding the following: • the title of the Warrants; • the initial offering pricesuch warrants; • the aggregate number of such warrants; • the price or prices at which such warrants and will be issued; • the aggregate number currency or currencies, including composite currencies, in which the price of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantssuch warrants may be payable; • if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity such security or each principal amount of such security; • the number of shares of common or preferred stock purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise; • the date on which the right to exercise the Warrants will such warrants shall commence and the date on which the such right will expire; • whether such warrants will be issued in registered form or bearer form; • if applicable, the minimum or maximum number amount of the Warrants that such warrants which may be exercised at any one time; • if applicable, the date on and after which such warrants and the related securities will be separately transferable; • information with respect to book-entry procedures, if any; • the terms of the securities issuable upon exercise of the warrants; • the anti-dilution provisions of the Warrantswarrants, if any; • any redemption or call provisions, if any, applicable to the Warrants; • if applicable, a discussion of certain U.S. federal income tax considerations; and • any additional other terms of the Warrantssuch warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. We and the Warrants; and • warrant agent may amend or supplement the exercise price. Holders warrant agreement for a series of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written warrants without the consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder holders of the equity securities purchasable upon exercise warrants issued thereunder to effect changes that are not inconsistent with the provisions of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, and that do not materially and adversely affect the holder interests of the holders of the warrants. Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise, including the right to receive distributions or Preferred Stock that can be purchased dividends, if any, or payments upon exerciseour liquidation, dissolution or winding up or to exercise any voting rights.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained belowwill typically be offered with common shares and/or first preferred shares, each Warrant will entitle its holder with such securities often referred to purchase our Common Stock or Preferred Stock at an exercise price set forth incollectively as a "unit", or to be determined as set forth in, the related prospectus supplement. Warrants but may be issued offered with subscription receipts or separately and may be attached to or together with our Common Stock or Preferred Stockseparate from other Securities. The Warrants Holders of warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agentnot shareholders of Trillium. The particular terms and provisions of each issue of Warrants warrants offered by any prospectus supplement, and the warrant agreement relating extent to which the Warrants general terms and provisions described below may apply to them, will be described in the applicable prospectus supplementsupplement filed in respect of such warrants. This description will include, including, as where applicable: • (i) the title or designation of the Warrantswarrants; • (ii) the initial offering price; • the aggregate number of warrants and offered; (iii) the aggregate number of common shares or first preferred shares of Common Stock or Preferred Stock Trillium purchasable upon exercise of the warrants and the procedures for exercise; (iv) the exercise price of the warrants; • (v) the dates or periods during which the warrants are exercisable and when they expire; (vi) the designation and terms of any other securities with which the warrants will be offered, if any, and the number of warrants that will be offered with each such security; (vii) the material income tax consequences of owning, holding and disposing of the warrants; and (viii) any other material terms and conditions of the warrants including, without limitation, transferability and adjustment terms and whether the warrants will be listed on a stock exchange. We reserve the right to set forth in a prospectus supplement specific terms of the warrants that are not within the parameters set forth in this prospectus. In addition, to the extent that any particular terms of the warrants described in a prospectus supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such warrants. DESCRIPTION OF UNITS Trillium 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 particular terms and provisions of units offered by any prospectus supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the prospectus supplement filed in respect of such units. This description will include, where applicable, : (i) the designation and terms of the equity securities with which units and of the Warrants are issuedSecurities comprising the units, including whether and under what circumstances those Securities may be held or transferred separately; (ii) any provisions for the number issuance, payment, settlement, transfer or exchange of warrants the units or of the Securities comprising the units; (iii) whether the units will be issued with each equity securityin fully registered or global form; • and (iv) any other material terms and conditions of the date on which units. We reserve the right to exercise the Warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, applicable to the Warrants; • any additional set forth in a prospectus supplement specific terms of the Warrantsunits that are not within the parameters set forth in this prospectus. In addition, including terms, procedures and limitations relating to the exchange and exercise extent that any particular terms of the Warrants; and • units described in a prospectus supplement differ from any of the exercise price. Holders terms described in this prospectus, the description of Warrants will not such terms set forth in this prospectus shall be entitled, solely deemed to have been superseded by virtue the description of being holders, to vote, to receive dividends, to receive notice as stockholders such differing terms set forth in such prospectus supplement with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisesuch units.

DESCRIPTION OF WARRANTS. The following description of the terms of the warrants sets forth certain general terms and provisions of the warrants to which any prospectus supplement may relate. We may issue Warrants warrants for the purchase of our Common Stock debt or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementequity securities described in this prospectus. Warrants may be issued separately independently or together with our Common Stock any offered securities and may be attached to or Preferred Stockseparate from such securities. The Warrants are to Each series of warrants will be issued under one or more warrant agreements we will enter into with a warrant agent specified in the agreement. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be entered into between us complete and is subject to, and qualified in its entirety by reference to, the investors or a warrant agent. The particular terms provisions of each issue of Warrants and the warrant agreement that will be filed with the SEC in connection with an offering of our warrants. A prospectus supplement relating to any series of warrants being offered will include specific terms relating to the Warrants offering. They will be described in the applicable prospectus supplementinclude, including, as where applicable: • the title of the Warrants; • the initial offering pricewarrants; • the aggregate number of warrants; • the price or prices at which the warrants will be issued; • the currencies in which the price or prices of the warrants may be payable; • the designation, amount and terms of the aggregate number of shares of Common Stock or Preferred Stock offered securities purchasable upon exercise of the warrants; • if applicable, the designation and terms of the equity securities other offered securities, if any, with which the Warrants warrants are issued, issued and the number of warrants issued with each equity the security; • if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable; • the price or prices at which, and currency or currencies in which, the offered securities purchasable upon exercise of the warrants may be purchased; • the date on which the right to exercise the Warrants will warrants shall commence and the date on which the right will shall expire; • if applicablethe effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; • the terms of any rights to redeem or call the warrants; • any minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrantsany listing of warrants on any securities exchange; • if appropriate, a discussion of U.S. federal income tax consequences; and • any additional terms other material term of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants and will be subject to compliance with the 1940 Act. We may issue Warrants for the warrants to purchase shares of our Common Stock common stock, preferred stock or Preferred Stockdebt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants Such warrants may be issued separately independently or together with our Common Stock shares of common stock, preferred stock or Preferred Stockdebt securities and may be attached or separate from such securities. The Warrants are to be issued We will issue each series of warrants under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. A prospectus supplement will describe the particular terms of each issue any series of Warrants and warrants we may issue, including the warrant agreement relating to the Warrants will be described in the applicable prospectus supplement, including, as applicablefollowing: • the title and aggregate number of the Warrantssuch warrants; • the initial offering priceprice or prices at which such warrants will be issued; • the aggregate number currency or currencies, including composite currencies, in which the price of such warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantsmay be payable; • if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity such security or each principal amount of such security; • in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which this principal amount of debt securities may be purchased upon such exercise; • in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon exercise of one warrant and the price at which and the currency or currencies, including composite currencies, in which these shares may be purchased upon such exercise; • the date on which the right to exercise the Warrants will such warrants shall commence and the date on which the such right will expireexpire (subject to any extension); • whether such warrants will be issued in registered form or bearer form; • if applicable, the minimum or maximum number amount of the Warrants such warrants that may be exercised at any one time; • antiif applicable, the date on and after which such warrants and the related securities will be separately transferable; • the terms of any rights to redeem, or call such warrants; • information with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrants; • any additional terms of the Warrantssecurities issuable upon exercise of the warrants; • if applicable, a discussion of certain U.S. federal income tax considerations; and • any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. We and the Warrants; warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder 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. Each warrant will entitle the holder to purchase for cash such common stock or preferred stock at the exercise priceprice or such principal amount of debt securities as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the warrants offered thereby. Holders Warrants may be exercised as set forth in the prospectus supplement beginning on the date specified therein and continuing until the close of Warrants business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, unexercised warrants will not be entitled, solely by virtue become void. Upon receipt of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent payment and a warrant certificate properly completed and duly executed at the corporate trust office of stockholders for the election of directors warrant agent or any other matteroffice indicated in the prospectus supplement, or to exercise any rights whatsoever we will, as a holder of soon as practicable, forward the equity securities purchasable upon exercise such exercise. If less than all of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock represented by such warrant certificate are exercised, a new warrant certificate will be issued for the holder remaining warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants. Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise, including, in the case of warrants to purchase debt securities, the right to receive principal, premium, if any, or Preferred Stock interest payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture or, in the case of warrants to purchase common stock or preferred stock, the right to receive dividends or other distributions, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights. Under the 1940 Act, we may generally only offer warrants provided that can be purchased upon exercise(i) the warrants expire by their terms within ten years, (ii) the exercise or conversion price is not less than the current market value at the date of issuance, (iii) our stockholders authorize the proposal to issue such warrants, and our Board of Directors approves such issuance on the basis that the issuance is in the best interests of the Company and its stockholders and (iv) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, as well as options and rights, at the time of issuance may not exceed 25% of our outstanding voting securities.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock preferred stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementcommon stock. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stockmore additional warrants, debt securities, shares of preferred stock or common stock, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. The Warrants are If we issue warrants as part of a unit, the prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to be issued the warrants’ expiration date. We may issue the warrants under warrant agreements to be entered into between us and the investors a bank or a trust company, as warrant agent, all as described in the prospectus supplement. The If we issue the warrants under warrant agreements, the warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. We will describe the particular terms of each issue of Warrants and any warrants that we offer in the warrant agreement prospectus supplement relating to those warrants. Those terms may include the Warrants will be described in the applicable prospectus supplement, including, as applicablefollowing: • the title specific designation and aggregate number of warrants, and the Warrantsprice at which we will issue the warrants; • the initial currency or currency units in which the offering price, if any, and the exercise price are payable; • the aggregate number date on which the right to exercise the warrants will begin and the date on which the right will expire or, if the warrants are not continuously exercisable throughout that period, the specific date or dates on which they are exercisable; • 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; • any applicable material United States federal income tax considerations; • the identity of the warrant agent, if any, for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the designation, aggregate number principal amount, currency, denomination and terms of shares any debt securities that may be purchased upon exercise of Common Stock the warrants; • the designation, amount, currency, denominations and terms of any preferred stock or Preferred Stock common stock purchasable upon exercise of the warrants; • if applicable, the designation and terms of the equity securities debt securities, preferred stock or common stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; • if applicable, the date on from and after which the right to exercise the Warrants will commence warrants and the date on related debt securities, preferred stock or common stock will be separately transferable; • the principal amount of debt securities or the number of shares of preferred stock or common stock purchasable upon exercise of any warrant and the price at which those shares may be purchased; • provisions for changes to or adjustments in the right will expireexercise price; • if applicable, the minimum or maximum number of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to any book-dilution provisions entry procedures; • any antidilution provision of the Warrants, if anywarrants; • any redemption or call provisions, if any, applicable to the Warrants; and • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; warrants. Pursuant to the Amended and • Restated Loan and Security Agreement, dated September 26, 2014, among the exercise price. Holders of Warrants will not be entitledCompany and its operating subsidiaries, solely by virtue of being holdersincluding TransEnterix Surgical, to voteand Oxford Finance LLC and Silicon Valley Bank, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any we issued warrants to purchase Common Stock an aggregate of 38,324 shares of common stock to the lenders. These warrants were in addition to warrants to purchase an aggregate of 279,587 shares of common stock issued to the lenders under the original loan and security agreement, as amended. Pursuant to a stock purchase agreement dated March 22, 2013 among SafeStitch and the investors executing such agreement, SafeStitch issued warrants to acquire 1,209,600 shares of common stock. As of September 30, 2014, warrants to acquire 1,135,600 shares of our common stock remain outstanding. DESCRIPTION OF UNITS We may issue units consisting of one or Preferred Stock are exercised, the holder more of the warrants other securities that may be offered under this prospectus, in any combination. These units may be issuable as, and for a specified period of time may be transferable only as, a single security, rather than as the separate constituent securities comprising such units. The statements made in this section relating to the units are summaries only and are not complete. When we issue units, we will not have any rights provide the specific terms of holders of Common Stock or Preferred Stock that can be purchased upon exercisethe units in a prospectus supplement. To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus supplement.

DESCRIPTION OF WARRANTS. We The following description, together with the additional information we may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and any related warrant agreement and warrant certificate. Warrants While the terms summarized below will apply generally to any warrants that we may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and offer, we will describe the investors or a warrant agent. The particular specific terms of each issue any series of Warrants and the warrant agreement relating to the Warrants will be described warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, includingthe terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be filed, along with a form of warrant certificate, as applicableexhibits to the registration statement of which this prospectus is a part, or will be incorporated by reference from reports that we file with the SEC: • ● the title of specific designation and aggregate number of, and the Warrantsprice at which we will issue, the warrants; • ● the initial currency or currency units in which the offering price; • the aggregate number of warrants , if any, and the aggregate exercise price are payable; ● if applicable, the exercise price for shares of our common stock or preferred stock and the number of shares of Common Stock common stock or Preferred Stock purchasable preferred stock to be received upon exercise of the warrants; • if applicable● in the case of warrants to purchase debt securities, the designation principal amount of debt securities purchasable upon exercise of one warrant and terms of the equity securities with which the Warrants are issuedprice at, and the number currency in which, this principal amount of warrants issued with each equity securitydebt securities may be purchased upon such exercise; • ● the date on which the right to exercise the Warrants warrants will commence begin and the date on which the that right will expireexpire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • ● whether the warrants 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 taxconsequences; ● 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 the common stock issuable upon exercise of the warrants on any securities exchange; ● if applicable, the date from and after which the warrants and the common stock will be separately transferable; ● if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • ● information with respect to book-entry procedures, if any; ● the anti-dilution provisions of the Warrantswarrants, if any; • ● any redemption or call provisions, if any, applicable ; ● whether the warrants are to the Warrantsbe sold separately or with other securities as parts of units; • and ● any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise pricewarrants. Holders Before exercising their warrants, holders of Warrants warrants will not be entitledhave any of the rights of holders of the securities purchasable upon such exercise, solely by virtue including: ● in the case of being holderswarrants to purchase debt securities, the right to votereceive payments of principal of, or premium, if any, or interest on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or ● in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, to receive notice as stockholders with respect to any meeting if any, or, payments upon our liquidation, dissolution or written consent of stockholders for the election of directors or any other matter, winding up or to exercise voting rights, if any. Each warrant will entitle the holder of the warrant to purchase for cash an amount of securities at the exercise price set forth in the applicable prospectus supplement. Holders may exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will be void. Until a holder exercises the warrants to purchase any securities underlying the warrants, the holder will not have any rights whatsoever as a holder of the equity underlying securities purchasable upon exercise by virtue of the Warrantsownership of warrants. Until The transfer agent and registrar for any warrants to purchase Common Stock or Preferred Stock are exercised, will be set forth in the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exerciseapplicable prospectus supplement.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. As of the date of this prospectus, there are no outstanding warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, to ; • receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of our directors or any other matter, ; or to • exercise any rights whatsoever as a stockholders of Zynerba Pharmaceuticals, Inc. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any. 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. The applicable prospectus supplement will describe such considerations, to the extent they are material, as they apply generally to purchasers of such warrants.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate The number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • The designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • The principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • The date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable; • The terms of any rights to redeem or call the warrants; • if applicable, the designation and terms of the equity securities with which the Warrants are issued, and the number of warrants issued with each equity security; • the The date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number A discussion of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, certain United States federal income tax consequences applicable to the Warrantswarrants; and • any Any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitledentitled to: • Vote, solely by virtue of being holders, to vote, to consent or receive dividends, to receive ; • Receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of our directors or any other matter; or • Exercise any rights as stockholders of the Company. As of December 31, 2020, we had warrants outstanding to purchase (i) one share of our common stock at an exercise price of $0.07 per share; (ii) 490,683 shares of our common stock at an exercise price of $10.36 per share; (iii) 9,005 shares of our common stock at an exercise price of $33.31 per share; (iv) 17,500,000 shares of our common stock at an exercise price of $1.25 per share; (v) 1,556,420 shares of our common stock at an exercise price of $1.16 per share; and (vi) 20,833,322 shares of our common stock at an exercise price of $0.72 per share. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to exercise any rights whatsoever as a the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. As of December 30, 2020, there were outstanding warrants to purchase 1,451,667 shares of common stock. We may issue Warrants warrants for the purchase of our Common Stock common stock or Preferred Stockpreferred stock in one or more series. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock common stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us preferred stock, and the investors warrants may be attached to or separate from these securities. We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. The particular terms Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of each issue of Warrants and the any such warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplementsupplement relating to a particular series of warrants. We will describe in the applicable prospectus supplement the terms of the series of warrants, including, as applicable: • ● the title of the Warrants; • the initial offering price; • the price and aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantsoffered; • ● if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity 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 common stock or preferred stock, the number or amount of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise; ● the manner of exercise of the warrants, including any cashless exercise rights; ● the warrant agreement under which the warrants will be issued; ● the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; ● anti-dilution provisions of the warrants, if any; ● the terms of any rights to redeem or call the warrants; ● any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; ● the dates on which the right to exercise the Warrants warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the right warrants will expirebe exercisable; • if applicable, ● the minimum or maximum number manner in which the warrant agreement and warrants may be modified; ● the identities of the Warrants that may be exercised at warrant agent and any one timecalculation or other agent for the warrants; • anti-dilution provisions ● federal income tax consequences of holding or exercising the Warrants, if anywarrants; • redemption or call provisions, if any, applicable to ● the Warrants; • any additional terms of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable issuable upon exercise of the Warrants. Until warrants; ● any securities exchange or quotation system on which the warrants to purchase Common Stock or Preferred Stock are exercised, the holder any securities deliverable upon exercise of the warrants may be listed or quoted; and ● any other specific terms, preferences, rights or limitations of or restrictions on the warrants. Before exercising their warrants, holders of warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise, including, in the case of warrants to purchase common stock or Preferred Stock that can be purchased preferred stock, the right to receive dividends, if any, or, payments upon exerciseour liquidation, dissolution or winding up or to exercise voting rights, if any.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock common stock, preferred stock, depositary shares or Preferred Stockdebt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock or Preferred Stockany offered securities. The Warrants are warrants may be attached to be issued or separate from those offered securities. We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company to be named in the investors or a applicable prospectus supplement, as warrant agent, all as described in the applicable prospectus supplement. The particular terms warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of each issue agency or trust for or with any holders or beneficial owners of Warrants and warrants. If we offer warrants, we will file the warrant agreement relating to the Warrants offered warrants as an exhibit to, or incorporate it by reference in, the registration statement of which this prospectus is a part. The prospectus supplement relating to any warrants that we may offer will be described in contain the applicable prospectus supplement, including, as applicablespecific terms of the warrants. These terms may include the following: • ● the title of the Warrantswarrants; • ● the initial offering priceprice or prices at which the warrants will be issued; • ● the aggregate number of warrants designation, amount and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise terms of the warrantssecurities for which the warrants are exercisable; • if applicable, ● the designation and terms of the equity securities other securities, if any, with which the Warrants warrants are issued, to be issued and the number of warrants issued with each equity other security; • ● the aggregate number of warrants; ● any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; ● the price or prices at which the securities purchasable upon exercise of the warrants may be purchased; ● if applicable, the date on and after which the warrants and the securities purchasable upon exercise of the warrants will be separately transferable; ● a discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants; ● the date on which the right to exercise the Warrants warrants will commence commence, and the date on which the right will expire; • if applicable, ● the maximum or minimum or maximum number of the Warrants warrants that may be exercised at any one time; • anti● information with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrants; • and ● any additional other terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • warrants. Exercise of Warrants Each warrant will entitle the holder of warrants to purchase for cash the amount of common stock, preferred stock, depositary shares or debt securities, at the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting price stated or written consent of stockholders determinable in the prospectus supplement for the election warrants. Warrants may be exercised at any time up to the close of directors business on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised as described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant certificate at the corporate trust office of the warrant agent or any other matteroffice indicated in the prospectus supplement, we will, as soon as possible, forward the common stock, preferred stock, depositary shares or to exercise any rights whatsoever as a debt securities that the warrant holder of has purchased. If the equity securities purchasable upon exercise of warrant holder exercises the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder warrant for less than all of the warrants represented by the warrant certificate, we will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exerciseissue a new warrant certificate for the remaining warrants.

DESCRIPTION OF WARRANTS. As of October 11, 2017, there were 27,147,183 shares of common stock that may be issued upon exercise of outstanding warrants. We may issue Warrants warrants for the purchase of our Common Stock debt securities, common stock or Preferred Stockpreferred stock in one or more series. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock debt securities, common stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us preferred stock, and the investors warrants may be attached to or separate from these securities. S-24 We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. The particular terms Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of each issue of Warrants and the any such warrant agreement relating to the Warrants will be described agent in the applicable prospectus supplementsupplement relating to a particular series of warrants. We will describe in the applicable prospectus supplement the terms of the series of warrants, including, as applicable: • ● the title of the Warrants; • the initial offering price; • the price and aggregate number of warrants and the aggregate number of shares of Common Stock or Preferred Stock purchasable upon exercise of the warrantsoffered; • ● if applicable, the designation and terms of the equity securities with which the Warrants warrants are issued, issued and the number of warrants issued with each equity 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 debt securities, purchase common stock or preferred stock, the number or amount of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise; ● the manner of exercise of the warrants, including any cashless exercise rights; ● the warrant agreement under which the warrants will be issued; ● the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants; ● anti-dilution provisions of the warrants, if any; ● the terms of any rights to redeem or call the warrants; ● any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants; ● the dates on which the right to exercise the Warrants warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the right warrants will expirebe exercisable; • if applicable, ● the minimum or maximum number manner in which the warrant agreement and warrants may be modified; ● the identities of the Warrants that may be exercised at warrant agent and any one timecalculation or other agent for the warrants; • anti-dilution provisions ● federal income tax consequences of holding or exercising the Warrants, if anywarrants; • redemption or call provisions, if any, applicable to ● the Warrants; • any additional terms of the Warrants, including terms, procedures and limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable issuable upon exercise of the Warrants. Until warrants; ● any securities exchange or quotation system on which the warrants to purchase Common Stock or Preferred Stock are exercised, the holder any securities deliverable upon exercise of the warrants may be listed or quoted; and ● any other specific terms, preferences, rights or limitations of or restrictions on the warrants. Before exercising their warrants, holders of warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise, including, in the case of warrants to purchase common stock or Preferred Stock that can be purchased preferred stock, the right to receive dividends, if any, or, payments upon exerciseour liquidation, dissolution or winding up or to exercise voting rights, if any.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock Class A common stock, preferred stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementdebt securities. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and more additional warrants, Class A common stock, preferred stock or debt securities, or any combination of those securities in the investors or a warrant agent. The particular terms form of each issue of Warrants and the warrant agreement relating to the Warrants will be units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, including, as applicablethe accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the title specific designation and aggregate number of, and the offering price at which we will issue, the warrants; ​ • the currency or currency units in which the offering price, if any, and the exercise price are payable; ​ • the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; ​ • whether the warrants are to be sold separately or with other securities as parts of units; ​ • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the Warrantsunit and of any security included in that unit; ​ • any applicable material U.S. federal income tax consequences; ​ • the initial offering priceidentity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; ​ • the aggregate number proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; ​ • the designation and the aggregate number terms of shares of Common Stock or Preferred Stock any equity securities purchasable upon exercise of the warrants; ​ • the designation, aggregate principal amount, currency and terms of any debt securities that may be purchased upon exercise of the warrants; ​ • if applicable, the designation and terms of the equity securities preferred stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; ​ • if applicable, the date from and after which any warrants issued as part of a unit and the related debt securities, preferred stock or Class A common stock will be separately transferable; ​ • the date on which the right to number of shares of Class A common stock or preferred stock purchasable upon exercise the Warrants will commence of a warrant and the date on price at which the right will expirethose shares may be purchased; ​ • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; ​ • information with respect to book-entry procedures, if any; ​ • the anti-dilution provisions of of, and other provisions for changes to or adjustment in the Warrantsexercise price of, the warrants, if any; ​ • any redemption or call provisions, if any, applicable to the Warrants; and ​ • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrants; and • the exercise pricewarrants. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercise.​ TABLE OF CONTENTS​

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, to ; • receive notice as stockholders shareholders with respect to any meeting or written consent of stockholders shareholders for the election of our directors or any other matter, ; or to • exercise any rights whatsoever as a shareholders of Coherus. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. We may issue The following description of the terms of Warrants for the purchase sets forth certain general terms and provisions of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants in respect of which a Prospectus Supplement may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agentfiled. The particular terms of each issue and provisions of Warrants offered by any Prospectus Supplement, and the warrant agreement relating extent to which the Warrants general terms and provisions described below may apply thereto, will be described in the applicable prospectus supplementProspectus Supplement filed in respect of such Warrants. Warrants may be offered separately or in combination with one or more other Securities. If applicable, includingwe will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, as or will incorporate by reference from a current report on Form 6-K that we file with the SEC, any warrant indenture or form of warrant describing the terms and conditions of such Warrants that we are offering before the issuance of such Warrants. The description of general terms and provisions of Warrants described in any Prospectus Supplement will include, where applicable: • · the title of the Warrants; • the initial offering price; • the designation and aggregate number of warrants and Warrants offered; · the aggregate number of shares of Common Stock price at which the Warrants will be offered; · if other than Canadian dollars, the currency or Preferred Stock purchasable upon exercise of currency unit in which the warrantsWarrants are denominated; • if applicable, · the designation and terms of the equity securities with which Common Shares that may be acquired upon exercise of the Warrants are issued, and the number of warrants issued with each equity securityWarrants; • · the date on which the right to exercise the Warrants will commence and the date on which the right will expire; • · the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which that amount of securities may be purchased upon exercise of each Warrant; · the designation and terms of any Securities with which the Warrants will be offered, if applicableany, and the number of the Warrants that will be offered with each Security; · the date or dates, if any, on or after which the Warrants and the related Securities will be transferable separately; · the minimum or maximum number amount, if any, of the Warrants that may be exercised at any one time; • anti-dilution provisions of · whether the WarrantsWarrants will be subject to redemption or call, and, if any; • so, the terms of such redemption or call provisions, if any, applicable to the Warrants; • and · any additional terms of the Warrants, including other material terms, procedures conditions and rights (or limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise on such rights) of the Warrants. Until We reserve the right to set forth in a Prospectus Supplement specific terms of the Warrants that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any warrants to purchase Common Stock or Preferred Stock are exercisedparticular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the holder description of such terms set forth in this Prospectus shall be deemed to have been superseded by the warrants will not have any rights description of holders of Common Stock or Preferred Stock that can be purchased upon exercisesuch differing terms set forth in such Prospectus Supplement.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of shares of our Common Stock common stock or Preferred Stockpreferred stock or of debt securities. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants We may be issued separately issue warrants independently or together with our Common Stock other securities, and the warrants may be attached to or Preferred Stockseparate from any offered securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants 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 warrant agreements and warrant certificates that contain the terms of the warrants. The particular terms of each any issue of Warrants and the warrant agreement relating to the Warrants warrants will be described in the applicable prospectus supplement, including, as applicablesupplement relating to the issue. Those terms may include: • the title of the Warrants; • the initial offering price; • the aggregate number of warrants and the aggregate number of shares of Common Stock common stock or Preferred Stock preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise; • the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock; • the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property; • the date, if applicableany, on and after which the designation warrants and the related debt securities, preferred stock or common stock will be separately transferable; • the terms of any rights to redeem or call the equity securities with which the Warrants are issued, and the number of warrants issued with each equity securitywarrants; • the date on which the right to exercise the Warrants warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of the Warrants that may be exercised at any one time; • anti-dilution provisions of the Warrants, if any; • redemption or call provisions, if any, United States Federal income tax consequences applicable to the Warrantswarrants; and • any additional terms of the Warrantswarrants, including terms, procedures procedures, and limitations relating to the exchange exchange, exercise and exercise settlement of the Warrants; and • the exercise pricewarrants. Holders of Warrants equity warrants will not be entitled, solely by virtue of being holders, : • to vote, to consent or receive dividends, ; • to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of our directors or any other matter, ; or • to exercise any rights whatsoever as a stockholders of T2 Biosystems. Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the equity securities purchasable upon exercise corporate trust office of the Warrantswarrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase Common Stock or Preferred Stock debt securities are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

DESCRIPTION OF WARRANTS. We may issue Warrants warrants for the purchase of our Common Stock common stock, preferred stock or Preferred Stock. As explained belowdebt securities, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants and may be issued separately issue warrants independently or together with our Common Stock common stock, preferred stock or Preferred Stockdebt securities, or attached to, or separate from, such securities. The Warrants are to be issued We will issue each series of warrants under a separate warrant agreements to be entered into agreement between us and the investors a bank or a trust company as warrant agent. The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be described , as specified in the applicable prospectus supplement. The form of the warrant agreement and the form of the warrant certificate will be filed with the SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The warrant agent will act solely as our agent in connection with the warrants and will not act for or on behalf of warrant holders. The following sets forth certain general terms and provisions of the warrants that may be offered under this registration statement. Further terms of the warrants and the applicable warrant agreement will be set forth in the applicable prospectus supplement. The applicable prospectus supplement will describe the terms of the warrants in respect of which this prospectus is being delivered, including, as where applicable, the following: • the title of the Warrants; • the initial offering pricesuch warrants; • the aggregate number of such warrants; • the price or prices at which such warrants will be issued; • the type and the aggregate number of shares of Common Stock or Preferred Stock securities purchasable upon exercise of the such warrants; • if applicable, the designation and terms of the equity securities other securities, if any, with which the Warrants such warrants are issued, issued and the number of such warrants issued with each equity such offered security; • the date, if any, on and after which such warrants and the related securities will be separately transferable; • the price at which each security purchasable upon exercise of such warrants may be purchased; • the date on which the right to exercise the Warrants will such warrants shall commence and the date on which the such right will shall expire; • if applicable, the minimum or maximum number amount of the Warrants that such warrants which may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • redemption or call provisions, if any, applicable to the Warrantsany anti-dilution protection; • a discussion of certain U.S. federal income tax considerations; and • any additional other terms of the Warrantssuch warrants, including terms, procedures and limitations relating to the transferability, exercise and exchange of such warrants. Warrant certificates will be exchangeable for new warrant certificates of different denominations and exercise warrants may be exercised at the corporate trust office of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors warrant agent or any other matter, or office indicated in the applicable prospectus supplement. Prior to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercisedtheir warrants, the holder holders of the warrants will not have any of the rights of holders of Common Stock the securities purchasable upon such exercise or Preferred Stock that can to any dividend payments or voting rights as to which holders of the shares of common stock or preferred stock purchasable upon such exercise may be purchased entitled. Each warrant will entitle the holder to purchase for cash such number of shares of common stock, preferred stock or debt securities, at such exercise price as shall, in each case, be set forth in, or be determinable as set forth in, the applicable prospectus supplement relating to the warrants offered thereby. After the expiration date set forth in the applicable prospectus supplement, unexercised warrants will be void. Warrants may be exercised as set forth in the applicable prospectus supplement relating to the warrants. Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon such exercise. If less than all of the warrants are presented for exercise with respect to a warrant certificate, a new warrant certificate will be issued for the remaining amount of warrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock Class A common stock, preferred stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementdebt securities. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and more additional warrants, Class A common stock, preferred stock or debt securities, or any combination of those securities in the investors or a warrant agent. The particular terms form of each issue of Warrants and the warrant agreement relating to the Warrants will be units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, including, as applicablethe accompanying prospectus supplement will specify whether those warrants may be separated from the other securities in the unit prior to the expiration date of the warrants. The applicable prospectus supplement will also describe the following terms of any warrants: • the title of specific designation and aggregate number of, and the Warrantsoffering price at which we will issue, the warrants; • the initial currency or currency units in which the offering price, if any, and the exercise price are payable; • the aggregate number date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants are to be sold separately or with other securities as parts of units; • whether the warrants will be issued in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate number principal amount, currency and terms of shares of Common Stock or Preferred Stock purchasable any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the equity securities preferred stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; • if applicable, the date on from and after which the right to exercise the Warrants will commence any warrants issued as part of a unit and the date on related debt securities, preferred stock or Class A common stock will be separately transferable; • the number of shares of Class A common stock or preferred stock purchasable upon exercise of a warrant and the price at which the right will expirethose shares may be purchased; • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • the anti-dilution provisions of, and other provisions for changes to or adjustment in the exercise price of, the warrants, if any; • any redemption or call provisions, if any, applicable to the Warrants; and • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder of the warrants will not have any rights of holders of Common Stock or Preferred Stock that can be purchased upon exercisewarrants.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock debt securities, preferred stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementcommon stock. Warrants We may be issued offer warrants separately or together with our Common Stock one or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and the investors more additional warrants, debt securities, preferred stock or a warrant agent. The particular terms of each issue of Warrants and the warrant agreement relating to the Warrants will be common stock, as described in the applicable prospectus supplement, including, as applicable. The applicable prospectus supplement will also describe the following terms of any warrants: • the title of specific designation and aggregate number of, and the Warrantsoffering price at which we will issue, the warrants; • the initial currency or currency units in which the offering price, if any, and the exercise price are payable; • the aggregate number date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; • whether the warrants will be issued in definitive or global form or in any combination of these forms; • any applicable material U.S. federal income tax consequences; • the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents; • the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; • the designation and terms of any equity securities purchasable upon exercise of the warrants; • the designation, aggregate number principal amount, currency and terms of shares of Common Stock or Preferred Stock purchasable any debt securities that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the equity securities debt securities, preferred stock or common stock with which the Warrants warrants are issued, issued and the number of warrants issued with each equity security; • the date on which number of shares of preferred stock or the right to number of shares of common stock purchasable upon exercise the Warrants will commence of a warrant and the date on price at which the right will expirethose shares may be purchased; • if applicable, the minimum or maximum number amount of the Warrants warrants that may be exercised at any one time; • antiinformation with respect to book-dilution provisions of the Warrantsentry procedures, if any; • the antidilution provisions, and other provisions for changes to or adjustment in the exercise price, of the warrants, if any; • any redemption or call provisions, if any, applicable to the Warrants; and • any additional terms of the Warrantswarrants, including terms, procedures and limitations relating to the exchange and or exercise of the Warrantswarrants. PLAN OF DISTRIBUTION We may sell securities: • through underwriters; • through dealers; • through agents; • directly to purchasers; or • through a combination of any of these methods of sale. In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing securityholders. We may directly solicit offers to purchase securities or agents may be designated to solicit such offers. We will, in the prospectus supplement relating to such offering, name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus supplement, on a firm commitment basis. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement. The distribution of the securities may be effected from time to time in one or more transactions: • at a fixed price or prices that may be changed from time to time; • at market prices prevailing at the time of sale; • at prices related to such prevailing market prices; or • at negotiated prices. Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions. The prospectus supplement with respect to the securities of a particular series will describe the terms of the offering of the securities, including the following: • the name of the agent or any underwriters; • the public offering or purchase price; • if applicable, the names of any selling securityholders; • any discounts and commissions to be allowed or paid to the agent or underwriters; • all other items constituting underwriting compensation; • any discounts and commissions to be allowed or paid to dealers; and • any exchanges on which the exercise pricesecurities will be listed. Holders If any underwriters or agents are utilized in the sale of Warrants the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement or other agreement with them at the time of sale to them, and we will set forth in the prospectus supplement relating to such offering the names of the underwriters or agents and the terms of the related agreement with them. If a dealer is utilized in the sale of the securities in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. Agents, underwriters, dealers and other persons may be entitled under agreements that they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act. If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect subject to any meeting or written consent of stockholders for conditions except that: • the election of directors or any other matter, or to exercise any rights whatsoever as a holder purchase by an institution of the equity securities purchasable upon exercise covered under that contract shall not at the time of delivery be prohibited under the laws of the Warrants. Until any warrants jurisdiction to purchase Common Stock or Preferred Stock which that institution is subject; and • if the securities are exercisedalso being sold to underwriters acting as principals for their own account, the holder of the warrants underwriters shall have purchased such securities not sold for delayed delivery. The underwriters and other persons acting as agents will not have any rights responsibility in respect of holders the validity or performance of Common Stock delayed delivery contracts. Certain agents, underwriters and dealers, and their associates and affiliates may be customers of, have borrowing relationships with, engage in other transactions with, and/or perform services, including investment banking services, for us or Preferred Stock one or more of our respective affiliates in the ordinary course of business. In order to facilitate the offering of the securities, any underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices of which may be used to determine payments on such securities. Specifically, any underwriters may over- allot in connection with the offering, creating a short position for their own accounts. In addition, to cover over-allotments or to stabilize the price of the securities or of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market. Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage in these activities and may end any of these activities at any time. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a case, if you wish to trade securities on any date prior to the third business day before the original issue date for your securities, you will be required, by virtue of the fact that your securities initially are expected to settle in more than three scheduled business days after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement. The securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national securities exchange. We can be purchased upon exercisemake no assurance as to the liquidity of or the existence of trading markets for any of the securities.

DESCRIPTION OF WARRANTS. We may issue The following description of the terms of Warrants for the purchase sets forth certain general terms and provisions of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplement. Warrants in respect of which a Prospectus Supplement may be issued separately or together with our Common Stock or Preferred Stock. The Warrants are to be issued under warrant agreements to be entered into between us and the investors or a warrant agentfiled. The particular terms of each issue and provisions of Warrants offered by any Prospectus Supplement, and the warrant agreement relating extent to which the Warrants general terms and provisions described below may apply thereto, will be described in the applicable prospectus supplementProspectus Supplement filed in respect of such Warrants. Warrants may be offered separately or in combination with one or more other Securities. If applicable, includingwe will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, as or will incorporate by reference from a current report on Form 6- K that we file with the SEC, any warrant indenture or form of warrant describing the terms and conditions of such Warrants that we are offering before the issuance of such Warrants. The description of general terms and provisions of Warrants described in any Prospectus Supplement will include, where applicable: • · the title of the Warrants; • the initial offering price; • the designation and aggregate number of warrants and Warrants offered; · the aggregate number of shares of Common Stock price at which the Warrants will be offered; · if other than Canadian dollars, the currency or Preferred Stock purchasable upon exercise of currency unit in which the warrantsWarrants are denominated; • if applicable, · the designation and terms of the equity securities with which Common Shares that may be acquired upon exercise of the Warrants are issued, and the number of warrants issued with each equity securityWarrants; • · the date on which the right to exercise the Warrants will commence and the date on which the right will expire; • · the number of Common Shares that may be purchased upon exercise of each Warrant and the price at which and currency or currencies in which that amount of securities may be purchased upon exercise of each Warrant; · the designation and terms of any Securities with which the Warrants will be offered, if applicableany, and the number of the Warrants that will be offered with each Security; · the date or dates, if any, on or after which the Warrants and the related Securities will be transferable separately; · the minimum or maximum number amount, if any, of the Warrants that may be exercised at any one time; • anti-dilution provisions of · whether the WarrantsWarrants will be subject to redemption or call, and, if any; • so, the terms of such redemption or call provisions, if any, applicable to the Warrants; • and · any additional terms of the Warrants, including other material terms, procedures conditions and rights (or limitations relating to the exchange and exercise of the Warrants; and • the exercise price. Holders of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise on such rights) of the Warrants. Until We reserve the right to set forth in a Prospectus Supplement specific terms of the Warrants that are not within the options and parameters set forth in this Prospectus. In addition, to the extent that any warrants to purchase Common Stock or Preferred Stock are exercisedparticular terms of the Warrants described in a Prospectus Supplement differ from any of the terms described in this Prospectus, the holder description of such terms set forth in this Prospectus shall be deemed to have been superseded by the warrants will not have any rights description of holders of Common Stock or Preferred Stock that can be purchased upon exercisesuch differing terms set forth in such Prospectus Supplement.

DESCRIPTION OF WARRANTS. We may issue Warrants for the purchase of our Common Stock or Preferred Stock. As explained below, each Warrant will entitle its holder warrants to purchase our Common Stock or Preferred Stock at an exercise price set forth in, or to be determined as set forth in, the related prospectus supplementordinary shares. Warrants may be issued separately independently or together with our Common Stock any other securities and may be attached to, or Preferred Stockseparate from, such securities. The Warrants are to Each series of warrants will be issued under a separate warrant agreements agreement to be entered into between us and the investors or a warrant agent. The particular warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants. The terms of each issue any warrants to be issued and a description of Warrants and the material provisions of the applicable warrant agreement relating to the Warrants will be described set forth in the applicable prospectus supplement, including, as applicable. The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered: • the title of the Warrants; • the initial offering pricesuch warrants; • the aggregate number of such warrants; • the price or prices at which such warrants will be issued and exercised; • the aggregate number currency or currencies in which the price of shares of Common Stock or Preferred Stock such warrants will be payable; • the securities purchasable upon exercise of such warrants; • the warrantsdate on which the right to exercise such warrants shall commence and the date on which such right shall expire; • if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time; • if applicable, the designation and terms of the equity securities with which the Warrants such warrants are issued, issued and the number of such warrants issued with each equity such security; • the date on which the right to exercise the Warrants will commence and the date on which the right will expire; • if applicable, the minimum or maximum number of date on and after which such warrants and the Warrants that may related securities will be exercised at any one timeseparately transferable; • information with respect to book-entry procedures, if any; • any material Cayman Islands and U.S. federal income tax consequences; • the anti-dilution provisions of the Warrantswarrants, if any; • redemption or call provisions, if any, applicable to the Warrants; and • any additional other terms of the Warrantssuch warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants. We and the Warrants; and • warrant agent may amend or supplement the exercise price. Holders warrant agreement for a series of Warrants will not be entitled, solely by virtue of being holders, to vote, to receive dividends, to receive notice as stockholders with respect to any meeting or written warrants without the consent of stockholders for the election of directors or any other matter, or to exercise any rights whatsoever as a holder of the equity securities purchasable upon exercise of the Warrants. Until any warrants to purchase Common Stock or Preferred Stock are exercised, the holder holders of the warrants will issued thereunder to effect changes that are not have any rights inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of Common Stock or Preferred Stock that can be purchased upon exercisethe warrants.