Common use of THE SECURITIES WE MAY OFFER Clause in Contracts

THE SECURITIES WE MAY OFFER. We may offer shares of our Class A common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination, with a total dollar amount up to $300,000,000 from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined at the time of any offering. We may also offer Class A common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable: • designation or classification; • aggregate principal amount or aggregate offering price; • maturity; • original issue discount; • rates and times of payment of interest or dividends; • redemption, conversion, exercise, exchange or sinking fund terms; • ranking; • restrictive covenants; • voting or other rights; • conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and • a discussion of material United States federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement: • the names of those agents, underwriters or dealers; • applicable fees, discounts and commissions to be paid to them; • details regarding over-allotment options, if any; and • the net proceeds to us, if any.

THE SECURITIES WE MAY OFFER. We may offer shares The descriptions of our Class A common stock and preferred stock, various series of debt the securities and/or warrants to purchase any of such securities, either individually or contained in combination, with a total dollar amount up to $300,000,000 from time to time under this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and any related free writing prospectusthe securities exchange, at prices and if any, on terms to which the securities will be determined at the time of any offeringlisted. We may also offer Class A sell from time to time, in one or more offerings: ● common stock; ● preferred stock; ● debt securities; ● warrants to purchase shares of common stock, preferred stock and/or debt securities upon the exercise or other securities; ● subscription rights, and ● units consisting of warrants. This prospectus provides you with a general description any combination of the securities listed above. In this prospectus, we refer to the common stock, preferred stock, debt securities, warrants, subscription rights and units collectively as “securities.” The total dollar amount of all securities that we may offersell will not exceed $200,000,000. Each time If we offer issue debt securities at a type or series discount from their original stated principal amount, then, for purposes of calculating the total dollar amount of all securities issued under this prospectus, we will provide treat the initial offering price of the debt securities as the total original principal amount of the debt securities. When particular securities are offered, a supplement to this prospectus supplement that will be filed with the SEC, which will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable: • designation or classification; • aggregate principal amount or aggregate offering price; • maturity; • original issue discount; • rates and times of payment of interest or dividends; • redemption, conversion, exercise, exchange or sinking fund terms; • ranking; • restrictive covenants; • voting or other rights; • conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and • a discussion of material United States federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any sale of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of offered securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement: • the names of those agents, underwriters or dealers; • applicable fees, discounts and commissions to be paid to them; • details regarding over-allotment options, if any; and • the net proceeds to us, if any.

THE SECURITIES WE MAY OFFER. We may offer shares of our Class A common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or in combination, with a total dollar amount up to $300,000,000 from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined at the time of any offering. We may also offer Class A common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description The descriptions of the securities contained in this prospectus summarize all the material terms and provisions of the various types of securities that we may offer. Each The particular terms of the securities offered by any prospectus supplement will be described in that prospectus supplement. If indicated in an applicable prospectus supplement, the terms of the securities may differ from the terms summarized below. An applicable prospectus supplement will also contain information, where applicable, about material U.S. federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed. We may sell from time to time, in one or more offerings: ● common stock; ● preferred stock; and/or ● subscription rights. Our board of directors, in its sole discretion, has authority to sell any treasury stock and/or unissued securities upon such terms as it deems advisable. Our board of directors could issue preferred stock, additional shares of voting common stock, or subscription rights at any time. If we offer issue securities at a type discount from their original stated principal or series liquidation amount, then, for purposes of calculating the total dollar amount of all securities issued under this prospectus, we will provide a prospectus supplement that will describe treat the specific amounts, prices and other important terms initial offering price of the securities as the total original principal or liquidation amount of the securities, including, to the extent applicable: • designation or classification; • aggregate principal amount or aggregate offering price; • maturity; • original issue discount; • rates and times of payment of interest or dividends; • redemption, conversion, exercise, exchange or sinking fund terms; • ranking; • restrictive covenants; • voting or other rights; • conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and • a discussion of material United States federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part. This prospectus may not be used to consummate a sale of sell securities unless it is accompanied by a prospectus supplement. We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement: • the names of those agents, underwriters or dealers; • applicable fees, discounts and commissions to be paid to them; • details regarding over-allotment options, if any; and • the net proceeds to us, if any.

THE SECURITIES WE MAY OFFER. We may offer shares of our Class A common stock and stock, preferred stock, various series of debt securities and/or warrants to purchase any of such securities, either individually or as units in combinationcombination with other securities, with a total dollar amount value of up to $300,000,000 50,000,000 from time to time under this prospectus, together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined at the time of any offering. We may also offer Class A common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable: • ● designation or classification; • ● aggregate principal amount or aggregate offering price; • ● maturity; • ● original issue discount; • ● rates and times of payment of interest or dividends; • ● redemption, conversion, exercise, exchange or sinking fund terms; • ● ranking; • ● restrictive covenants; • ● voting or other rights; • ● conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and • ● a discussion of material United States federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement: • ● the names of those agents, underwriters underwriters, or dealers; • ● applicable fees, discounts and commissions to be paid to them; • ● details regarding over-allotment options, if any; and • ● the net proceeds to us. The following is a summary of the securities we may offer with this prospectus. We may issue shares of our common stock from time to time. Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Under our articles of incorporation, as amended (the “Articles of Incorporation”) and bylaws, as amended (the “Bylaws”), our stockholders do not have cumulative voting rights. Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock. Holders of shares of our common stock do not have preemptive, subscription, redemption, or conversion rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

THE SECURITIES WE MAY OFFER. We may offer shares The descriptions of our Class A common stock and preferred stock, various series of debt the securities and/or warrants to purchase any of such securities, either individually or contained in combination, with a total dollar amount up to $300,000,000 from time to time under this prospectus, together with the applicable prospectus supplements, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we indicate in the applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange, if any, on which the securities will be listed. We may sell from time to time, in one or more offerings: • shares of our common stock; • shares of our preferred stock; • debt securities; • warrants to purchase shares of our common stock or preferred stock; • rights to purchase shares of our common stock; and/or • units consisting of any related free writing prospectus, at prices and on of the securities listed above. The terms to of any securities we offer will be determined at the time of any offeringsale. We may also offer Class A issue securities that are exchangeable for or convertible into common stock, preferred stock and/or debt securities upon the exercise of warrants. This prospectus provides you with a general description or any of the other securities we that may offer. Each time we offer a type or series of securities be sold under this prospectus. When particular securities are offered, we a supplement to this prospectus will provide a prospectus supplement that be filed with the Commission, which will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable: • designation or classification; • aggregate principal amount or aggregate offering price; • maturity; • original issue discount; • rates and times of payment of interest or dividends; • redemption, conversion, exercise, exchange or sinking fund terms; • ranking; • restrictive covenants; • voting or other rights; • conversion or exchange prices or rates and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange; and • a discussion of material United States federal income tax considerations, if any. The applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any sale of the information contained in this prospectus or in the documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement. We may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents, underwriters or dealers reserve the right to accept or reject all or part of any proposed purchase of offered securities. If we do offer securities to or through agents, underwriters or dealers, we will include in the applicable prospectus supplement: • the names of those agents, underwriters or dealers; • applicable fees, discounts and commissions to be paid to them; • details regarding over-allotment options, if any; and • the net proceeds to us, if any.