Exhibit 4.1


 


DESCRIPTION OF Enzo
Biochem, Inc.’s SECURITIES


 


Description
of Capital Stock


The following is a
brief description of the common stock, par value $0.01 per share, of Enzo Biochem, Inc. (the “Company,” “we,”
or “our”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended.




Pursuant to our Certificate
of Incorporation, as amended, the total amount of our authorized capital stock is 100,000,000 shares, which consists of 75,000,000
shares of authorized common stock, par value $0.01 per share, and 25,000,000 shares of authorized preferred stock, par value $0.01
per share. As of November 19, 2019, we had outstanding 47,556,807 shares of common stock and no shares of preferred stock. As of
November 19, 2019, we had approximately 902 holders of record of our common stock.




The following summary
of our capital stock does not purport to be complete and is subject to and qualified in its entirety by, our Certificate of Incorporation,
as amended, and our Amended and Restated By-laws.


 


Common Stock


The holders of shares
of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.
All shares of our common stock are entitled to share equally in any dividends our board of directors may declare from legally available
sources. Our common stock is traded on the New York Stock Exchange under the symbol “ENZ”. The section below entitled
“Certain Provisions of New York Law and of the Company’s Certificate of Incorporation and Amended and Restated By-laws”
contains additional information regarding the rights and preferences of our common stock. The transfer agent and registrar for
our common stock is American Stock Transfer & Trust Company.


 


Preferred Stock


Our
board of directors has the authority, without further action by the stockholders, to issue shares of preferred stock in one or
more series and to fix and determine the following terms of the preferred stock by resolution: variations in the designations,
preferences, and relative, participating, optional or other special rights (including, without limitation, special voting rights,
of conversion in common stock or other securities, redemption provisions or sinking fund provisions) as between series and between
the preferred stock and any series thereof and the common stock, and the qualifications, limitations or restrictions of such rights,
all as shall be stated in a resolution of the board of directors. Shares of preferred stock or any series thereof may have full
or limited voting powers, or be without voting powers, all as shall be stated in a resolution of the board of directors.


Any
or all of these rights may be greater than the rights of our common stock. We currently have no issued and outstanding preferred
stock.


Our
board of directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could
negatively affect the voting power and other rights of the holders of our common stock. Preferred stock could thus be issued quickly
with terms calculated to delay or prevent a change in control of the Company or to make it more difficult to remove the Company’s
management. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of our common stock.


 


Certain Provisions of New York Law
and of the Company’s Certificate of Incorporation and Amended and Restated By-laws


 


The following paragraphs
summarize certain provisions of the New York Business Corporation Law, or NYBCL, and our Certificate of Incorporation, as amended,
and our Amended and Restated By-laws. The summary does not purport to be complete and is subject to and qualified in its entirety
by reference to the NYBCL, our Certificate of Incorporation, as amended, and our Amended and Restated By-laws, copies of which
are on file with the SEC as exhibits to our annual report filed on Form 10-K on October 15, 2019.


 


General. Certain
provisions of our Certificate of Incorporation, as amended, and our Amended and Restated By-laws and New York law could make our
acquisition by a third party, a change in our incumbent management, or a similar change of control more difficult, including:


 


	 	•	an acquisition of us by means of a tender or exchange offer;
	 	 	 
	 	•	an acquisition of us by means of a proxy contest or otherwise; or
	 	 	 
	 	•	the removal of a majority or all of our incumbent officers and directors.


 


These provisions, which
are summarized below, are likely to discourage certain types of coercive takeover practices and inadequate takeover bids. These
provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.
We believe that these provisions help to protect our potential ability to negotiate with the proponent of an unfriendly or unsolicited
proposal to acquire or restructure us, and that this benefit outweighs the potential disadvantages of discouraging such a proposal
because our ability to negotiate with the proponent could result in an improvement of the terms of the proposal.


Election and removal
of directors. Our bylaws provide that the size of the board of directors shall be fixed at five (5) directors and shall be
classified into three classes, as nearly equal as possible as determined by the board of directors. The directors are to be elected
at the annual meeting of the stockholders, with a term expiring at the annual meeting of shareholders held in the third year following
the year of their election or until his successor is elected and qualified. Any director or the entire board of directors may be
removed, with cause, by a the affirmative vote of (i) the holders of 80% of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of directors, voting together as a single class and (ii) a majority of such
shares beneficially owned by the persons not affiliated with an interested shareholder.


Stockholder meetings.
Our bylaws provide that the stockholders may not call a special meeting of the stockholders of our company. Instead, special meetings
of the stockholders may be called by the Board of Directors pursuant to a resolution approved by a majority of the entire board
of directors.



    	 



    	



    

Requirements for
advance notification of stockholder nominations and proposals. Our bylaws establish advance notice procedures with respect
to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction
of the board of directors or a committee of the board.


New York anti-takeover
law. We are subject to certain “business combination” provisions of Section 912 of the NYBCL and expect to continue
to be so subject if and for so long as we have a class of securities registered under Section 12 of the Securities Exchange Act
of 1934. Section 912 provides, with certain exceptions (which include, among others, transactions with shareholders who became
interested prior to the effective date of an amendment to our Certificate of Incorporation providing that we would be subject to
Section 912 if such corporation did not then have a class of stock registered pursuant to Section 12 of the Exchange Act), that
a New York corporation may not engage in a “business combination” (e.g., merger, consolidation, recapitalization or
disposition of stock) with any “interested shareholder” for a period of five years from the date that such person first
became an interested shareholder unless:


(i) the transaction
resulting in a person becoming an interested shareholder was approved by the board of directors of the corporation prior to that
person becoming an interested shareholder; or


(ii) the business
combination is approved by the holders of a majority of the outstanding voting stock not beneficially owned by such interested
shareholder; or


(iii) the
business combination is approved by the disinterested shareholders at a meeting called no earlier than five years after the interested
shareholder’s stock acquisition date; or


(iv) the business
combination meets certain valuation requirements for the stock of a New York corporation.


An “interested
shareholder” is defined as any person who (a) is the beneficial owner of 20% or more of the outstanding voting stock of a
New York corporation or (b) is an affiliate or associate of a corporation that at any time during the prior five years was the
beneficial owner, directly or indirectly, of 20% or more of the then outstanding voting stock.


A “business combination”
includes mergers, asset sales and other transactions resulting in a financial benefit to the interested shareholder.


The “stock acquisition
date”, with respect to any person and any New York corporation, means the date that such person first becomes an interested
shareholder of such corporation.


No cumulative voting.
Our Certificate of Incorporation, as amended, and our Amended and Restated By-laws do not provide for cumulative voting in the
election of directors.


Limitation of liability.
As permitted by the NYBCL, our Certificate of Incorporation, as amended provides that a director will not be personally liable
to us or our stockholders for damages for any breach of duty in his or her capacity as a director unless a judgment or other final
adjudication adverse to such director establishes that (i) his or her acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law, (ii) such director personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled or (iii) his or her acts violated Section 719 of the NYBCL. As a result of this provision,
we and our stockholders may be unable to obtain monetary damages from a director for breach of his or her duty of care.


Our Certificate of
Incorporation, as amended, and our Amended and Restated By-laws also provide for the indemnification of our directors and officers
to the fullest extent authorized by the NYBCL. Insofar as indemnification for liabilities under the Securities Act may be permitted
to directors, officers or controlling persons of our company pursuant to our Certificate of Incorporation, as amended, our Amended
and Restated By-laws and the NYBCL, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.


We have the power to
purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was serving at
our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business
against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s
fulfilling one of these capacities, and related expenses, whether or not we would have the power to indemnify the person against
the claim under the provisions of the NYBCL. We intend to maintain director and officer liability insurance on behalf of our directors
and officers.



    	 



    	



    

DESCRIPTION
OF DEPOSITARY SHARES


The
following description, together with the additional information we include in any applicable prospectus supplement, summarizes
the material terms and provisions of the depositary shares that we may offer. The following statements with respect to the depositary
shares and depositary receipts are summaries of, and subject to, the detailed provisions of a deposit agreement to be entered into
by Enzo Biochem and a depositary to be selected at the time of issue (the “depositary”) and the form of depositary
receipt. The form of deposit agreement and the form of depositary receipt will be filed with the SEC.


General


We
may, at our option, elect to issue fractional shares of preferred stock, rather than full shares of preferred stock. In the event
such option is exercised, we may elect to have a depositary issue receipts for depositary shares, each receipt representing a fraction,
to be set forth in the prospectus supplement relating to a particular series of preferred stock, of a share of a particular series
of preferred stock as described below.


The
shares of any series of preferred stock represented by depositary shares will be deposited under a deposit agreement between us
and a bank or trust company that we select. Subject to the terms of the deposit agreement, each owner of a depositary share will
be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share, to all
the rights and preferences of the preferred stock represented by the depositary share, including dividend, voting, redemption and
liquidation rights.


Depositary
Receipts


The
depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be
distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of an offering of
the preferred stock.


Withdrawal
of Preferred Stock


Upon
surrender of depositary receipts at the office of the depositary and upon payment of the charges provided in the deposit agreement,
a holder of depositary receipts may have the depositary deliver to the holder the whole shares of preferred stock relating to the
surrendered depositary receipts. Holders of depositary shares may receive whole shares of the related series of preferred stock
on the basis set forth in the related prospectus supplement for such series of preferred stock, but holders of such whole shares
will not after the exchange be entitled to receive depositary shares for their whole shares. If the depositary receipts delivered
by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole
shares of the related series of preferred stock to be withdrawn, the depositary will deliver to the holder at the same time a new
depositary receipt evidencing such excess number of depositary shares.


Dividends
and Other Distributions


The
depositary will distribute all cash dividends or other cash distributions received for the preferred stock to the record holders
of depositary shares relating to the preferred stock in proportion to the numbers of such depositary shares owned by such holders.


In
the event of a distribution other than in cash, the depositary will distribute property received by it to the record holders of
depositary shares entitled thereto, unless the depositary determines that it is not feasible to make distribution of the property.
In that case the depositary may, with our approval, sell such property and distribute the net proceeds from the sale to such holders.


Redemption
of Depositary Shares


If
a series of preferred stock represented by depositary shares is subject to redemption, the depositary shares will be redeemed from
the proceeds received by the depositary resulting from the redemption, in whole or in part, of the series of preferred stock held
by the depositary. The redemption price per depositary share will be equal to the
applicable fraction of the redemption price per share payable with respect to the series of the preferred stock. Whenever we redeem
shares of preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary
shares representing shares of preferred stock redeemed by us. If less than all the depositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by lot or pro rata as may be determined by the depositary.


Voting
the Preferred Stock


Upon
receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail the
information contained in such notice of meeting to the record holders of the depositary shares relating to such preferred stock.
Each record holder of such depositary shares on the record date, which will be the same date as the record date for the preferred
stock, will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of the preferred
stock represented by such holder’s depositary shares. The depositary will endeavor, insofar as practicable, to vote the amount
of the preferred stock represented by such depositary shares in accordance with such instructions, and we will agree to take all
action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote
the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing
such preferred stock.


Amendment
and Termination of the Deposit Agreement


We
and the depositary at any time may amend the form of depositary receipt evidencing the depositary shares and any provision of the
deposit agreement. However, any amendment which materially and adversely alters the rights of the holders of depositary shares
will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then
outstanding. We or the depositary may terminate the deposit agreement only if all outstanding depositary shares have been redeemed,
or there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding
up of Enzo Biochem and such distribution has been distributed to the holders of depositary receipts.


Charges
of Depositary


We
will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements.
We will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred
stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and such other charges as
are expressly provided in the deposit agreement to be for their accounts.


Miscellaneous


The
depositary will forward to the record holders of the depositary shares relating to such preferred stock all reports and communications
from us which are delivered to the depositary.


Neither
we nor the depositary will be liable if either one is prevented or delayed by law or any circumstance beyond their control in performing
the obligations under the deposit agreement. The obligations of Enzo Biochem and the depositary under the deposit agreement will
be limited to performance in good faith of their duties thereunder, and they will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. The depositary may
rely upon written advice of counsel or



    	 



    	



    

accountants,
or information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed
to be competent and on documents believed to be genuine.


Resignation
and Removal of Depositary


The
depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary,
any such resignation or removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment.
Such successor depositary must be appointed within sixty (60) days after delivery of the notice of resignation or removal.



    	 



    	



    

DESCRIPTION OF DEBT SECURITIES


The following description,
together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and
provisions of the debt securities that we may offer and the related indenture. While the terms we have summarized below will apply
generally to any future debt securities we may offer, we will describe the particular terms of any debt securities that we may
offer in more detail in the applicable prospectus supplement. If we indicate in a prospectus supplement, the terms of any debt
securities we offer under that prospectus supplement may differ from the terms we describe below.


We may offer debt securities
from time to time in one or more offerings. We will issue any such debt securities under an indenture that we will enter into with
a trustee to be named in the indenture. We have filed a form of indenture as an exhibit to our registration statement registration
statement filed on Form S-3 on September 1, 2017. The indenture will be qualified under the Trust Indenture Act of 1939, as in
effect on the date of the indenture. We use the term “debenture trustee” to refer to the trustee under the indenture.


The following summaries
of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety by reference to,
all the provisions of the indenture applicable to a particular series of debt securities.


General


The indenture provides
that debt securities may be issued from time to time in one or more series. The indenture does not limit the amount of debt securities
that may be issued thereunder, and the indenture provides that the specific terms of any series of debt securities shall be set
forth in, or determined pursuant to, an authorizing resolution, an officers’ certificate and/or a supplemental indenture,
if any, relating to such series.


We will describe in
each prospectus supplement the following terms relating to a series of debt securities:


 


	 	•	the title or designation of the debt securities;
	 	 	 
	 	•	whether the debt securities will be secured or unsecured, and the terms of any secured debt;
	 	 	 
	 	•	the terms of the subordination of any series of subordinated debt securities;
	 	 	 
	 	•	any limit upon the aggregate principal amount of the debt securities;
	 	 	 
	 	•	the date or dates on which the debt securities may be issued and on which we will pay the
    principal on the debt securities;
	 	 	 
	 	•	the interest rate, which may be fixed or variable, or the method for determining the rate
    and the date interest will begin to accrue, the date or dates interest will be payable and the record dates for interest payment
    dates or the method for determining such dates;
	 	 	 
	 	•	the manner in which the amounts of payment of principal of, premium or interest on the debt
    securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies
    other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity
    index, stock exchange index or financial index;
	 	 	 
	 	•	the currency of denomination of the debt securities;
	 	 	 
	 	•	if payments of principal of, premium or interest on the debt securities will be made in one
    or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in
    which the exchange rate with respect to these payments will be determined;
	 	 	 
	 	•	the place or places where the principal of, premium, and interest on the debt securities will
    be payable, where debt securities of any series may be presented for registration of transfer, exchange or conversion, and
    where notices and demands to or upon the Company in respect of the debt securities may be made;
	 	 	 
	 	•	the form of consideration in which principal of, premium or interest on the debt securities
    will be paid;
	 	 	 
	 	•	the terms and conditions upon which we may redeem the debt securities;
	 	 	 
	 	•	any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund,
    amortization or analogous provisions or at the option of a holder of debt securities;
	 	 	 
	 	•	the dates on which and the price or prices at which we will repurchase the debt securities
    at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;




    	 



    	



    

	 	•	the denominations in which the debt securities will be issued, if other than denominations
    of $1,000 and any integral multiple thereof;
	 	 	 
	 	•	the portion of principal amount of the debt securities payable upon declaration of acceleration
    of the maturity date, if other than the principal amount;
	 	 	 
	 	•	whether the debt securities are to be issued at any original issuance discount and the amount
    of discount with which such debt securities may be issued;
	 	 	 
	 	•	whether the debt securities will be issued in the form of certificated debt securities or
    global debt securities and, in such case, the depositary for such global security or securities and the terms and conditions,
    if any, upon which interests in such global security or securities may be exchanged in whole or in part for the individual
    securities represented thereby;
	 	 	 
	 	•	provisions, if any, for the defeasance of the debt securities of a series in whole or in part
    and any addition or change in the provisions related to satisfaction and discharge;
	 	 	 
	 	•	the form of the debt securities;
	 	 	 
	 	•	the terms and conditions upon which the debt securities will be so convertible or exchangeable
    into securities or property of another person, if at all, and any additions or changes, if any, to permit or facilitate such
    conversion or exchange;
	 	 	 
	 	•	whether the debt securities will be subject to subordination and the terms of such subordination;
	 	 	 
	 	•	provisions, if any, granting special rights to holders of the debt securities upon the occurrence
    of specified events;
	 	 	 
	 	•	any restriction or condition on the transferability of the debt securities;
	 	 	 
	 	•	any addition or change in the provisions related to compensation and reimbursement of the
    trustee which applies to securities of such series;
	 	 	 
	 	•	any addition to or change in the events of default described herein or in the indenture with
    respect to the debt securities and any change in the acceleration provisions described herein or in the indenture with respect
    to the debt securities;
	 	 	 
	 	•	any addition to or change in the covenants described herein or in the indenture with respect
    to the debt securities; and
	 	 	 
	 	•	any other terms of the debt securities, which may modify or delete any provision of the indenture.




 


We may issue debt securities
that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their
maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations
and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.


Conversion or Exchange Rights


We will set forth in
the prospectus supplement the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our
common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other
securities that the holders of the series of debt securities receive would be subject to adjustment.


Consolidation, Merger or Sale; No Protection in Event of
a Change of Control or Highly Leveraged Transaction


The indenture provides
that we may not merge or consolidate with or into another entity, or sell other than for cash or lease all or substantially all
our assets to another entity, or purchase all or substantially all the assets of another entity unless we are the surviving entity
or, if we are not the surviving entity, the successor, transferee or lessee entity expressly assumes all of our obligations under
the indenture or the debt securities, as appropriate.


Unless we state otherwise
in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt
securities additional protection in the event we have a change of control or in the event of a highly leveraged transaction (whether
or not such transaction results in a change of control), which could adversely affect holders of debt securities.


Events of Default Under the Indenture


The following are events
of default under the indenture with respect to any series of debt securities that we may issue:


 


	 	•	if we fail to pay interest when due and our failure continues for 90 days and the time for
    payment has not been extended or deferred;




    	 



    	



    

	 	•	if we fail to pay the principal, or premium, if any for 30 days, when due whether by maturity
    or called for redemption;
	 	 	 
	 	•	if we fail to pay a sinking fund installment, if any, when due and our failure continues for
    30 days;
	 	 	 
	 	•	if we fail to observe or perform any other covenant relating to such series contained in the
    debt securities of such series or the indenture, other than a covenant specifically relating to and for the benefit of holders
    of another series of debt securities, and our failure continues for 90 days after we receive written notice from the debenture
    trustee or holders of not less than a majority in aggregate principal amount of the outstanding debt securities of the applicable
    series; and
	 	 	 
	 	•	if specified events of bankruptcy, insolvency or reorganization occur as to us.


 


No event of default
with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of debt securities. The occurrence of an event of
default may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition,
the occurrence of certain events of default or an acceleration under the indenture may constitute an event of default under certain
of our other indebtedness outstanding from time to time.


 


If an event of default
with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders
of not less than a majority in principal amount of the outstanding debt securities of that series may, by a notice in writing to
us (and to the debenture trustee if given by the holders), declare to be due and payable immediately the principal (or, if the
debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of
that series) of and premium and accrued and unpaid interest, if any, on all debt securities of that series. Before a judgment or
decree for payment of the money due has been obtained with respect to debt securities of any series, the holders of a majority
in principal amount of the outstanding debt securities of that series (or, at a meeting of holders of such series at which a quorum
is present, the holders of a majority in principal amount of the debt securities of such series represented at such meeting) the
acceleration shall be deemed to have been waived, rescinded and annulled if all events of default, other than the non- payment
of accelerated principal, premium, if any, and interest, if any, with respect to debt securities of that series, have been cured
or waived as provided in the applicable indenture (including payments or deposits in respect of principal, premium or interest
that had become due other than as a result of such acceleration) and the Company has deposited with the indenture trustee or paying
agent a sum sufficient to pay all amounts owed to the indenture trustee under the indenture, all arrears of interest, if any, on
the debt securities, and the principal and premium, if any, on the debt securities that have become due other than by such acceleration.
We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular
provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an
event of default.


Subject to the terms
of the indenture, if an event of default under the indenture shall occur and be continuing, the debenture trustee will be under
no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders
of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred
on the debenture trustee, with respect to the debt securities of that series, provided that, subject to the terms of the indenture,
the debenture trustee need not take any action that it believes, upon the advice of counsel, might involve it in personal liability
or might be unduly prejudicial to the holders not involved in the proceeding.


A holder of the debt
securities of any series will only have the right to institute a proceeding under the indenture or to appoint a receiver or trustee,
or to seek other remedies if:


 


	 	•	the holder previously has given written notice to the debenture trustee of a continuing event
    of default with respect to that series;
	 	 	 
	 	•	the holders of at least a majority in aggregate principal amount of the outstanding debt securities
    of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute
    the proceeding as trustee; and
	 	 	 
	 	•	the debenture trustee does not institute the proceeding, and does not receive from the holders
    of a majority in aggregate principal amount of the outstanding debt securities of that series (or at a meeting of holders
    of such series at which a quorum is present, the holders of a majority in principal amount of the debt securities of such
    series represented at such meeting) other conflicting directions within 60 days after the notice, request and offer.


 


These limitations do
not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or
interest on, the debt securities.


We will periodically
file statements with the applicable debenture trustee regarding our compliance with specified covenants in the applicable indenture.


Modification of Indenture; Waiver


The debenture trustee
and we may, without the consent of any holders, execute a supplemental indenture to change the applicable indenture with respect
to specific matters, including, among other things:


 


	 	•	to surrender any right or power conferred upon the Company;
	 	 	 
	 	•	to provide, change or eliminate any restrictions on the payment of principal of or premium,
    if any, on the debt securities; provided that any such action shall not adversely affect the interests of the holders of debt
    securities of any series in any material respect;




    	 



    	



    

	 	•	to change or eliminate any of the provisions of the indenture; provided that any such change
    or elimination shall become effective only when there is no outstanding debt security of any series created prior to the execution
    of such supplemental indenture that is entitled to the benefit of such provision and as to which such supplemental indenture
    would apply;
	 	 	 
	 	•	to evidence the succession of another corporation to the Company;
	 	 	 
	 	•	to evidence and provide for the acceptance of appointment by a successor trustee with respect
    to one or more series of debt securities and to add or change provisions of the indenture to facilitate the administration
    of the trusts thereunder by more than one trustee;
	 	 	 
	 	•	to cure any ambiguity, mistake, manifest error, omission, defect or inconsistency in the indenture
    or to conform the text of any provision in the indenture or in any supplemental indenture to any description thereof in the
    applicable section of a prospectus, prospectus supplement or other offering document that was intended to be a verbatim recitation
    of a provision of the indenture or of any supplemental indenture;
	 	 	 
	 	•	to add to or change or eliminate any provision of the indenture as shall be necessary or desirable
    in accordance with any amendments to the Trust Indenture Act;
	 	 	 
	 	•	to make any change in any series of debt securities that does not adversely affect in any
    material respect the interests of the holders of such debt securities; and
	 	 	 
	 	•	to supplement any of the provisions of the indenture to such extent as shall be necessary
    to permit or facilitate the defeasance and discharge of any series of debt securities; provided that any such action shall
    not adversely affect the interests of the holders of debt securities of such series or any other series of debt securities.


 


In addition, under
the indenture, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with the written
consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series (or,
at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt
securities of such series represented at such meeting) that is affected. However, the debenture trustee and we may make the following
changes only with the consent of each holder of any outstanding debt securities affected:


 





	 	•	extending the fixed maturity of the series of debt securities;
	 	 	 
	 	•	reducing the principal amount, reducing the rate of or extending the time of payment of interest,
    or any premium payable upon the redemption of any debt securities;
	 	 	 
	 	•	reducing the principal amount of discount securities payable upon acceleration of maturity;
	 	 	 
	 	•	making the principal of or premium or interest on any debt security payable in currency other
    than that stated in the debt security;
	 	 	 
	 	•	impairing the right to institute suit for the enforcement of any payment on or after the fixed
    maturity date of any series of debt securities;
	 	 	 
	 	•	materially adversely affecting the economic terms of any right to convert or exchange any
    debt securities; and
	 	 	 
	 	•	reducing the percentage of debt securities, the holders of which are required to consent to
    any amendment or waiver; or modifying, without the written consent of the trustee, the rights, duties or immunities of the
    trustee.







 


Except for certain
specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series (or,
at a meeting of holders of such series at which a quorum is present, the holders of a majority in principal amount of the debt
securities of such series represented at such meeting) may, on behalf of the holders of all debt securities of that series, waive
our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities
of any series may, on behalf of the holders of all the debt securities of such series, waive any past default under the indenture
with respect to that series and its consequences, other than a default in the payment of the principal of, premium or any interest
on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt
securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted
from the acceleration.


Discharge



    	 



    	



    

The indenture provides that we can elect
to be discharged from our obligations with respect to one or more series of debt securities. In order to exercise our rights to
be discharged with respect to a series, we must deposit with the trustee money or government obligations sufficient to pay all
the principal of, the premium, if any, and interest on, the debt securities of the series on the dates payments are due.


Form, Exchange and Transfer


We will issue the debt
securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with a depositary named by
us and identified in a prospectus supplement with respect to that series.


At the option of the
holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus
supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same
series, in any authorized denomination and of like tenor and aggregate principal amount.


Subject to the
terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the
security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the
debt securities that the holder presents for transfer or exchange or in the indenture, we will make no service charge for any
registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.


We will name in the
applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required
to maintain a transfer agent in each place of payment for the debt securities of each series.


If we elect to redeem
the debt securities of any series, we will not be required to:




	 	•	issue, register the transfer of, or exchange any debt securities of that series during a period
    beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that
    may be selected for redemption and ending at the close of business on the day of the mailing; or
	 	•	register the transfer of or exchange any debt securities so selected for redemption, in whole
    or in part, except the unredeemed portion of any debt securities we are redeeming in part.


 


Information Concerning the Debenture Trustee




The debenture trustee,
other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties
as are specifically set forth in the indenture. Upon an event of default under the indenture, the debenture trustee must use the
same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision,
the debenture trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder
of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might
incur.


Payment and Paying Agents


Unless we otherwise
indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment
date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.


Unless we otherwise
indicate in the applicable prospectus supplement, we will pay principal of and any premium and interest on the debt securities
of a particular series at the office of the indenture trustee or, at the option of the Company, by wire or check payable to the
holder. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture
trustee our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus
supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain
a paying agent in each place of payment for the debt securities of a particular series. All money we pay to a paying agent or the
debenture trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed
at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder
of the security thereafter may look only to us for payment thereof.


Governing Law


The indenture and the
debt securities will be governed and construed in accordance with the laws of the State of New York.



    	 



    	



    

DESCRIPTION OF WARRANTS


The following description,
together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms
and provisions of the warrants that we may offer and the related warrant agreements and warrant certificates. While the terms summarized
below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in
more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the 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 incorporated by reference as an exhibit to our registration statement registration statement
filed on Form S-3 on September 1, 2017.


General


We may issue warrants
for the purchase of common stock, preferred stock or debt securities in one or more series. We may issue warrants independently
or together with common stock, preferred stock and debt securities, and the warrants may be attached to or separate from these
securities.


We will evidence each series of warrants
by warrant certificates that we will issue under a separate agreement. We may enter into a warrant agreement with a warrant agent.
If we engage a warrant agent, each warrant agent will be a bank that we select which has its principal office in the United States.
We will indicate the name and address of the warrant agent in the applicable prospectus supplement relating to a particular series
of warrants.


Before exercising their
warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:


 


	 	•	in the case of warrants to purchase debt securities, the right to receive 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, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.


 


Additional Information


We will describe in
the applicable prospectus supplement the terms of the series of warrants, including:


 





	 	•	the offering price and aggregate number of warrants offered;
	 	 	 
	 	•	the currency for which the warrants may be purchased;
	 	 	 
	 	•	if applicable, the designation and terms of the securities with which the warrants are issued
    and the number of warrants issued with each such security or each principal amount of such security;
	 	 	 
	 	•	if applicable, the date on and after which the warrants and the related securities will be
    separately transferable;
	 	 	 
	 	•	in the case of warrants to purchase debt securities, the principal amount of debt securities
    purchasable upon exercise of one warrant and the 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 will commence and expire;
	 	 	 
	 	•	the manner in which the warrant agreement and warrants may be modified;
	 	 	 
	 	•	a discussion on any material or special United States federal income tax consequences of holding
    or exercising the warrants;
	 	 	 
	 	•	the terms of the securities issuable upon exercise of the warrants; and




    	 



    	



    

	 	•	
any other specific terms, preferences, rights or limitations of or restrictions
    on the warrants.


 


Exercise of Warrants


Each warrant will entitle
the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe
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 5 p.m., Eastern 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.


Holders of the warrants
may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified
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 on the reverse side of the warrant certificate and 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 corporate trust 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 fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue
a new warrant certificate for the remaining amount of 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.


Enforceability of Rights by Holders of Warrants


Each warrant agent
will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency
or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants.
A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant,
including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal
action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.



    	 



    	



    

DESCRIPTION OF UNITS


We may issue units
comprised of one or more of the other securities described above in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date. The applicable prospectus
supplement may describe:


 


	 	•	the designation and terms of the units and of the securities comprising the units, including
    whether and under what circumstances those securities may be held or transferred separately;
	 	 	 
	 	•	any provisions for the issuance, payment, settlement, transfer or exchange of the units or
    of the securities comprising the units;
	 	 	 
	 	•	the terms of the unit agreement governing the units;
	 	 	 
	 	•	United States federal income tax considerations relevant to the units; and
	 	 	 
	 	•	whether the units will be issued in fully registered global form.


 


This summary of certain
general terms of units and any summary description of units in the applicable prospectus supplement do not purport to be complete
and are qualified in their entirety by reference to all provisions of the applicable unit agreement and, if applicable, collateral
arrangements and depositary arrangements relating to such units. The forms of the unit agreements and other documents relating
to a particular issue of units will be filed with the SEC each time we issue units, and you should read those documents for provisions
that may be important to you.