Common use of Material Changes; Undisclosed Events, Liabilities or Developments Clause in Contracts

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3) the Company has not altered its method of accounting or the identity of its auditors, (4) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the General Disclosure Package, or the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has and its Subsidiaries have not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessRegistration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or except with respect to the Offering, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans and employee stock purchase plans, (6) and except for the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection pursuant its capital stock. There are no statutes, regulations, contracts or documents that are required to any law be described in the Registration Statement, in the General Disclosure Package and in the Prospectus or statute relating required to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect be filed as exhibits to the transactions contemplated Registration Statement by the Transaction Documents to occur at Securities Act or by the Closing will rules and regulations thereunder that have not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent been so described or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalfiled.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the date hereof, hereof or not later than five Trading Days prior to the applicable Closing Date as of which this representation and warranty is being made and except as set forth in Schedule 3.1(i): (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans which issuances prior to the Company has not sold any assets outside date of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessthis Agreement are described on Schedule 3.1(g). The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement and as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofReport, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to to, either individually or in the aggregate, result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of manner in which it keeps its auditorsaccounting books and records other than as required by GAAP, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofset forth on Schedule 3.1(j), (1i) there has been no event, occurrence or development development, including changes generally affecting the pharmaceutical and biotechnology industry, that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(j), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in have a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of changed its auditorsprincipal registered public accounting firm, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliatesecurities, except pursuant to existing Company stock option equity compensation plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does and the Company have has not received any knowledge or reason to believe written notice that any of its creditors intend Person intends to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do soagainst the Company. The Company is notnot as of the date hereof, and after giving effect to the transactions contemplated by the Transaction Documents hereby to occur at the Closing will applicable Closing, shall not be, be Insolvent (as defined below). For purposes of this Section 3.9, “Insolvent” means, means (xi) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtednessIndebtedness, (yii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or matured, (ziii) the Company intends to incur or believes that it will shall incur debts that would be beyond its ability to pay as such debts mature. The , or (iv) the Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalcapital with which to conduct the business in which it is engaged as such business is now conducted.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in have a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of changed its auditorsprincipal registered public accounting firm, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliatesecurities, except pursuant to existing Company stock option equity compensation plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does and the Company have has not received any knowledge or reason to believe written notice that any of its creditors intend Person intends to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do soagainst the Company. The Company is notnot as of the date hereof, and immediately after giving effect to the transactions contemplated by the Transaction Documents hereby to occur at the Closing Closing, will not be, be Insolvent (as defined below). For purposes of this Section 3.9, “Insolvent” means, means (xi) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtednessIndebtedness, (yii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or matured, (ziii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The , or (iv) the Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalcapital with which to conduct the business in which it is engaged as such business is now conducted.

Material Changes; Undisclosed Events, Liabilities or Developments. (iExcept as disclosed on Schedule 3.1(i) Since of the Disclosure Letter, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6for the issuances set forth on Schedule 3.1(g) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessDisclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since Except as set forth in Schedule 3.5, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect, (2ii) neither the Company nor any of its Subsidiaries has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or accounting, (iv) neither the identity Company nor any of its auditors, (4) the Company Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued or sold any assets or equity securities of the Company, its subsidiaries or variable interest entities to any officer, director or AffiliateAffiliate of the Company or any Seller, except pursuant to existing Company stock option plansplans or arrangements, and (6vi) there has been no material loss or damage (whether or not insured) to the physical property of the Company has not sold or any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessits Subsidiaries. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.5, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days trading days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, and (3C) liabilities disclosed in the SEC Reports, (iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity incentive plans or preexisting contractual arrangements and (6vi) no executive officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the Pricing Prospectus and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansplans and (vi) other than a director’s resignation from a committee of the Board of Directors, (6) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection pursuant to any law or statute relating to bankruptcyits capital stock, insolvency, reorganization, receivership, liquidation or winding up, nor does each since the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value date of the Company’s assets is less than latest audited financial statements included in the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalRegistration Statement.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.its capital stock

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Public Reports, except as specifically disclosed in a subsequent SEC Public Report filed prior to the date hereof, hereof or on Schedule 3.1(i): (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in public filings made with and available on SEDAR or at the CommissionOTC Markets Group, Inc., or TSX Venture Exchange, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, Affiliate except pursuant to the existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessStock Option Plan as set forth on Schedule 3.1(i). The Company does not have pending before the Commission any Canadian or U.S. regulatory agency or Trading Market any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws Applicable Law at the time this representation is made or deemed made that has not been publicly disclosed at least 3 two Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in the Prospectus or a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshares, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Prospectus or the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits shares.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) (A) the Company nor any of its officers, directors or Affiliates, as defined under Rule 405 of the Securities Act, has engaged in any discussions with any other party relating to a potential merger or other similar type of transaction (a “Transaction”), (B) no party has contacted the Company to express an interest in conducting a Transaction with the Company and there is no pending, foreseeable, prospective or imminent Transaction involving the Company and the Company has not entered into any agreement to conduct a Transaction within the next six (6) months and (C) the Company has not retained or conducted a search for any broker, investment bank or other advisor to assist with any Transaction and the Company and its officers, directors and Affiliates have no immediate plans to engage any such advisor, (iii) the Company has not incurred any liabilities (contingent or otherwise) that are material, individually or in the aggregate, to the Company, or has entered into any transactions not in the ordinary course of business other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP generally accepted accounting principles or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iv) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4v) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5vi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited unaudited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the General Disclosure Package, or the Prospectus, (1i) there has been no event, occurrence occurrence, or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed redeemed, or made any agreements to purchase or redeem any shares of its capital stock, and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessRegistration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence occurrence, or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilitiesoperations, operations (including results thereof)assets, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, or as disclosed on the attached Disclosure Schedule, Schedule 3.1(k), (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered materially its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually stock purchase plans or executive and director compensation arrangements disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since Subsequent to the date respective dates as of which information is given in the latest audited financial statements included within Registration Statement and the SEC ReportsProspectuses, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofProspectuses, (1) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3) the Company has not altered its method of accounting or the identity of its auditors, (4i) the Company has not declared or made paid any dividend or distribution of cash or other property to its stockholders or purchaseddividends, redeemed or made any agreements to purchase other distribution of any kind, on or redeem any shares in respect of its capital stockshare capital, (5ii) there has not been any material change in the share capital or long-term or short-term debt of the Company or any of its Subsidiaries, (iii) neither the Company nor any Subsidiary has sustained any material loss or interference with its business or properties from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and (iv) there has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made been any material capital expendituresadverse change or any development involving a prospective material adverse change, individually whether or not arising from transactions in the aggregate, outside of the ordinary course of business. The Company does not have pending before , in or affecting the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospectsgeneral affairs, propertiesmanagement, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by ), results of operations, shareholders’ equity, properties or prospects of the Company under applicable securities laws at and the time this representation is made Subsidiaries, taken as a whole (a “Material Adverse Change”). Since the date of the latest balance sheet included, or deemed made that incorporated by reference, in the Registration Statement and the Prospectuses, neither the Company nor any Subsidiary has not been publicly disclosed at least 3 Trading Days prior incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the date that this representation is madeCompany and its Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Prospectuses. There are no “significant acquisitions”, “significant dispositions” or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact “significant probable acquisitions” for which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable required, pursuant to pay its debts applicable Canadian Securities Laws to include additional financial disclosure in the Registration Statement and liabilitiesthe Prospectuses, subordinated, contingent or otherwise, other than such additional financial disclosure as such debts is already included in the Registration Statement and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalProspectuses.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since None of the Company or its Subsidiaries has sustained, since the date of the latest audited financial statements included within in the SEC ReportsGeneral Disclosure Package and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, except as specifically disclosed set forth in a subsequent SEC Report filed prior to the date hereofDisclosure Schedules. Since the respective dates as of which information is given in the General Disclosure Package and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) there has not been any change in the capitalization or short-term or long-term debt of the Company or any Subsidiary, other than repayments of debt in accordance with the terms thereof, and neither the Company nor any Subsidiary has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option incentive plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or . Except as may be set forth in the aggregateDisclosure Schedules, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, there has been no material adverse change and no other event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or condition (financial condition, whether or otherwise) not arising in the ordinary course of business, that (x) would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited unaudited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the General Disclosure Package, or the Prospectus, (1i) there has been no event, occurrence occurrence, or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed redeemed, or made any agreements to purchase or redeem any shares of its capital stock, and (5v) the Company has not issued any equity securities to any officer, director director, or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessRegistration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence occurrence, or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilitiesoperations, operations (including results thereof)assets, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course Ordinary Course of business Business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6vi) the Company has not sold sold, leased, transferred, or assigned any assets of its assets, tangible or intangible, other than in the Ordinary Course of Business and except for any pre-closing distribution, (vii) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 and outside the Ordinary Course of Business, (viii) no party (including the ordinary course Company) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of business related agreements, contracts, leases, and licenses) involving more than $25,000 to which the Company is a party or by which any of them is bound, (7xi) the Company has not imposed or allowed to occur any Lien upon any of its material assets, tangible or intangible other than in the Ordinary Course of Business, (x) the Company has not made any material capital expenditure (or series of related capital expenditures) involving more than $25,000 and outside the Ordinary Course of Business, individually (xi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $25,000 and outside the Ordinary Course of Business, (xii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or in the aggregate, (xiii) the Company has not delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course of Business, (xiv) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) both involving more than $25,000 and outside the Ordinary Course of Business, (xv) the Company has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property other than in the Ordinary Course of Business, (xvi) there has been no change made or authorized in the articles of incorporation or bylaws of the ordinary course Company, (xvii) the Company has not issued, sold, or otherwise disposed of businessany Common Stock or other securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise), (xviii) the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its material property other than in the Ordinary Course of Business, (xix) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, or employees outside the Ordinary Course of Business, (xx) the Company has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement with any significant employees other than in the Ordinary Course of Business, (xxi) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business, (xxii) the Company has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other employee benefit plan) other than in the Ordinary Course of Business, (xxiii) the Company has not made any other material change in employment terms for any of its directors, officers, or employees outside the Ordinary Course of Business, (xxiv) the Company has not made or pledged to make any material charitable or other capital contribution outside the Ordinary Course of Business, (xxv) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company, (xxvi) the Company has not discharged a material liability or security interest outside the Ordinary Course of Business, (xxvii) the Company has not disclosed any Confidential Information without a non-disclosure agreement, and (xxviii) no customer or supplier has terminated any agreement of given notice that it may or will cease to do any business or do less business with the Company. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (iExcept as disclosed on Section 3.1(i) Since of the Disclosure Letter, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6for the issuances set forth on Section 3.1(g) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessDisclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the General Disclosure Package, the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and (vi) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company, individually or taken as a whole and (vii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessRegistration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity compensation plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement and as otherwise disclosed in the Registration Statement, the Prospectus, the Prospectus Supplement and the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report, the Preliminary Prospectus or the Prospectus filed prior to the date hereof, and except for securities of the Company pursuant to the Merger Transaction, as disclosed to the Representative, the Company has not: (yi) could reasonably be expected to result in a Material Adverse Effect. issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalcapital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsPreliminary Prospectus and Prospectus, (except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, ,) (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash cash, capital stock or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity compensation or stock option plans, and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Preliminary Prospectus and Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report Registration Statement, the General Disclosure Package and the Prospectus filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity incentive plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity compensation or stock option plans, plans or inducement grants under the Nasdaq inducement grant exception and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof (or prior to the applicable Delivery Date), (1a) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2b) the Company or any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (Ai) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (Bii) liabilities not required to be reflected in the Company’s 's or the relevant Subsidiary's financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3c) the Company or any Subsidiary has not altered its method of accounting or the identity of its auditorsaccounting, (4d) the Company or any Subsidiary has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5e) the Company or any Subsidiary has not issued any equity securities to any officer, director or AffiliateAffiliate (as defined under Rule 405 under the Securities Act), except pursuant to existing Company stock option plans, (6f) the Company or any Subsidiary has not sold waived any assets outside accounts receivable in whole or in part in an aggregate amount exceeding $20,000, (g) the Company or any Subsidiary has not waived or otherwise abolished any material right of any nature, (h) the Company or any Subsidiary has not entered info any contract involving capital expenditure in an amount exceeding $100,000 in the aggregate, except for expenditures provided for in the budget of the Company or the relevant Subsidiary, as applicable, and (i) the Company or any Subsidiary has not borrowed or raised any money or incurred any financial indebtedness other than in the ordinary course of business or from its (7other) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessSubsidiaries. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ISA Reports, except as specifically disclosed in a subsequent SEC ISA Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with the CommissionISA Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital stock, and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans. Other than with respect to the Transaction Documents, (6) the Israeli Institutional Investors Transaction and the Orbimed Transaction, the Company has is not sold any assets outside in a situation in which it is delaying publication of an immediate report under the provisions of Regulation 36 (b) of the ordinary course Securities Regulations (Periodical and Immediate Reports), 5730 - 1970 (hereinafter - "Delayed Report"), and that if it is in a Delayed Report situation, it will deliver to the Purchasers such information as is being delayed, prior to the Closing Date, subject to their obligations for preservation of business or (7) the Company has not made any material capital expenditures, individually or confidentiality in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationusually accepted form. Except for the issuance of the Shares Securities contemplated by this Agreement, the Israeli Institutional Investors Transaction, the Orbimed Transaction, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since Except as described in the Registration Statement, the Preliminary Prospectus, and the Prospectus, since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus, and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to filing with the date hereofCommission, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshare capital, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Preliminary Prospectus, and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection pursuant to any law or statute relating to bankruptcyits share capital, insolvency, reorganization, receivership, liquidation or winding up, nor does each since the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value date of the Company’s assets is less than latest audited financial statements included in the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalRegistration Statement.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Preliminary Prospectus, the General Disclosure Package, the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and (vi) there has not been any material adverse change or any development involving a prospective material adverse change, whether or not arising from transactions in the ordinary course of business, in or affecting the business, general affairs, management, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company, individually or taken as a whole and (vii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessRegistration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ISA Reports, except as specifically disclosed in a subsequent SEC ISA Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with the CommissionISA Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital stock, and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans. Other than with respect to the Transaction Documents, (6) the US Investors Transaction, the Israeli Institutional Investors Transaction and the Orbimed Transaction, the Company has is not sold any assets outside in a situation in which it is delaying publication of an immediate report under the provisions of Regulation 36 (b) of the ordinary course Securities Regulations (Periodical and Immediate Reports), 5730 - 1970 (hereinafter - "Delayed Report"), and that if it is in a Delayed Report situation, it will deliver to the Purchasers such information as is being delayed, prior to the Closing Date, subject to their obligations for preservation of business or (7) the Company has not made any material capital expenditures, individually or confidentiality in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationusually accepted form. Except for the issuance of the Shares Securities contemplated by this Agreement, the Israeli Institutional Investors Transaction, the Orbimed Transaction, the US Investors Transaction, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or otherwise disclosed to the Purchasers, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), or as disclosed or described in the Current Report on Form 8-K to be made by the Company prior to the opening of the Trading Day immediately following the date hereof, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRTO Effective Date, except as specifically disclosed in a subsequent SEC Report the Public Disclosure Record or material change report filed prior to the date hereof, : (1A) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, Effect with respect to either Buyer Party; (2B) the Company has Buyer Parties have not incurred any material liabilities (contingent or otherwise) other than (A1) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B2) liabilities not required to be reflected in the CompanyRWB’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with in the Commission, Public Disclosure Record; (3C) the Company has Buyer Parties have not altered its method of accounting or the identity of its auditors, accounting; (4D) the Company has Buyer Parties have not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, ; (5E) the Company has Buyer Parties have not issued any equity securities to any officer, director or Affiliate, except pursuant (F) the Buyer Parties have not sold, assigned, transferred, leased, licensed or encumbered any of their material tangible assets or Intellectual Property (other than granting non-exclusive licenses of Intellectual Property to existing Company stock option planscustomers in connection with the sale of products or provision of services)or suffered any material damage, destruction or other casualty loss with respect to property owned by the Buyer Parties or waived any rights of material value; (H) the Buyer parties have not (i) made or changed any Tax election or changed any method of tax accounting, (6ii) settled or compromised any federal, state, local or foreign Tax liability or assessment, (iii) agreed to an extension or waiver of a statute of limitations period applicable to any Tax claim or assessment, (iv) surrendered any right to claim a Tax refund, (v) incurred any Liability for Taxes outside the Company Ordinary Course of Business, (vi) failed to pay any Tax that has become due and payable (including any estimated tax payments), (vii) prepared or filed any Tax Return in a manner inconsistent with past practice, or (viii) taken any other similar action relating to the filing of any Tax Return or the payment of any Tax; and (I) Buyer Parties have not sold agreed, whether orally or in writing, to do any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or actions described in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationforegoing. Except for the issuance of the Notes and RWB Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of a Buyer Party or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company RWB under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days three (3) trading days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to filing with the date hereofCommission, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection pursuant to any law or statute relating to bankruptcyits capital stock, insolvency, reorganization, receivership, liquidation or winding up, nor does each since the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value date of the Company’s assets is less than latest audited financial statements included in the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalRegistration Statement.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or the Registration Statement, the General Disclosure Package or the Prospectus Supplement, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity compensation plans or other stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Public Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Registration Statement, the Disclosure Package or the Prospectus Supplement, the Company has not: (x) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsCorporation’s E▇▇▇▇ filings and SEDAR filings, except as specifically disclosed in a subsequent SEC Report E▇▇▇▇ filing or document or disclosed in a SEDAR filing filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company Corporation has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyCorporation’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company Corporation has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company Corporation has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshare capital, (5v) the Company Corporation has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company Corporation stock option plans, plans and (6vi) the Company has not sold any assets outside no officer or director of the ordinary course of business or (7) Corporation has resigned from any position with the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCorporation. The Company Corporation does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Placement Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Corporation or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be is required to be disclosed by the Company Corporation under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an E▇▇▇▇ filing and SEDAR filing filed prior to the date this representation is made, the Corporation has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small its share capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the neither Company nor its Subsidiaries has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s consolidated financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the neither Company nor any Subsidiary has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the neither Company nor its Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock (5other than dividends or distributions made by Australian Subsidiary to Company) the and (v) neither Company nor its Subsidiaries has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that would be required to be disclosed on the Company’s balance sheet in conformity with GAAP and are not disclosed in the SEC Reports, other than (A) trade payables and accrued expenses those incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant or its Subsidiaries’ respective businesses (x) which represent ordinary course short-term bank borrowings or (y) which otherwise, individually or in the aggregate, would not reasonably be expected to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commissionhave a Material Adverse Effect, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans or stock purchase plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Units contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws on a Current Report on Form 8-K at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days one trading day prior to the date that this representation is made or deemed made. “Affiliate” means any individual, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcycorporation, insolvencylimited liability company, reorganizationpartnership, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings trust or any actual knowledge of any fact which would reasonably lead other organization or entity (each, a creditor to do so. The Company “Person”) that, directly or indirectly through one or more intermediaries, controls or is not, and after giving effect to the transactions contemplated controlled by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets or is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwiseunder common control with a Person, as such debts terms are used in and liabilities become absolute and matured or (z) construed under Rule 405 under the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.Securities Act

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the Preliminary Prospectus and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to filing with the date hereofCommission, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection pursuant to any law or statute relating to bankruptcyits capital stock, insolvency, reorganization, receivership, liquidation or winding up, nor does each since the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value date of the Company’s assets is less than latest audited financial statements included in the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalRegistration Statement.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since Except as disclosed in the Registration Statement and the Time of Sale Prospectus, since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereofReports, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act), except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement and except as disclosed in the Registration Statement and the Time of Sale Prospectus, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilitiesoperations or financial condition, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsCompany’s Annual Report on Form 10-K for the Year ended December 31, 2009 (“2009 10-K”) and unaudited financial statements included in the Company’s most recent Quarterly Report on Form 10-Q (“2010 10-Q”), except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or in Section 3.1(j) of the Disclosure Letter, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditors, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for Neither the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, Company nor any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company No event, liability, fact, circumstance, occurrence or development has occurred or exists, or is notreasonably expected to occur or exist, and after giving effect with respect to the transactions contemplated by the Transaction Documents to occur at the Closing will not beCompany or its Subsidiaries or their respective business, Insolvent properties, operations, assets or condition (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent financial or otherwise, as such debts and liabilities become absolute and matured ) which has had or (z) the Company intends could reasonably be expected to incur or believes result in a Material Adverse Effect that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and been publicly disclosed at least one Trading Day prior to the date that this representation is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalmade.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsReports filed prior to the date this representation is deemed made, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofthis representation is deemed made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date this representation is deemed made, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to Registration Statement, the date hereofGeneral Disclosure Package and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered materially its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually stock purchase plans or executive and director compensation arrangements disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's or any Subsidiary's financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) neither the Company nor any Subsidiary has not sold any assets outside the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $200,000, except for the sale of farm land on June 30, 2017 for approximately $861,000 in net proceeds to the Company, (iv) neither the Company nor any Subsidiary has altered its method of accounting or the identity of its auditorsaccounting, (4v) neither the Company nor any Subsidiary has not declared or made any cash or stock dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5vi) neither the Company nor any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or Subsidiary equity incentive plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationinformation that has not been granted. Except for as previously disclosed to the issuance of the Shares contemplated by this AgreementPurchasers, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed prior to the date hereof in a subsequent SEC Report filed prior to the date hereofReport, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to have or result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commissionand which were immaterial, (3) the Company has not altered its method of accounting or the identity of its auditors, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) there has been no damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company, in each case in excess of $100,000 individually or $250,000 in the aggregate, (vi) there has been no change or amendment to any material contract or arrangement or waiver, other than in the ordinary course of business, by the Company of any material right or of a material debt owed to it, (vii) the Company has not lost the services of or terminated or changed the status of any key employee and there has been no change in the composition or duties of the senior management of the Company, other than the departure of the Company’s Chief Medical Officer disclosed by press release on March 27, 2006, and (viii) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) . Except with respect to Exhibits 10.58 and 10.59 to the Company has not sold any assets outside of Form 10-K, the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the entering into of this Agreement and the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilitiesoperations or financial condition, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsDocuments, except as specifically disclosed in a subsequent the SEC Report Documents filed prior to the date hereof, : (1i) there has been no event, occurrence occurrence, or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A1) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B2) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed redeemed, or made any agreements to purchase or redeem any shares of its capital stock, and (5v) the Company has not issued any equity securities to any officer, director director, or Affiliateemployee, except pursuant to existing Company stock option plans and stock purchase plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Shares transactions contemplated by this Agreementhereunder, no event, liability, fact, circumstance, occurrence occurrence, or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilitiesoperations, operations (including results thereof)assets, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days one Business Day prior to the date that this representation is made. For purposes of this Agreement, “Business Day” means any day, other than a Saturday, Sunday, and any day that is a legal holiday under the laws of Hong Kong or (y) could reasonably be expected to result Cayman Islands or is a day on which banking institutions located in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any Hong Kong or Cayman Islands are authorized or required by applicable law or statute relating other government action to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalclose.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsDocuments, except as specifically disclosed in a subsequent SEC Report Documents filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliateemployee, except pursuant to existing Company stock option plans and stock purchase plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Purchased Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days one Business Day prior to the date that this representation is made. For purposes of this Agreement, “Business Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of Hong Kong and Cayman Islands or (y) could reasonably be expected to result is a day on which banking institutions located in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any Hong Kong and Cayman Islands are authorized or required by applicable law or statute relating other governmental action to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalclose.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or for matters described in the Registration Statement with respect to the potential near-term debt refinancing, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the Company SEC ReportsReports to the date of this Agreement, except as specifically disclosed in a subsequent Company SEC Report filed prior to the date hereofof this Agreement, (1a) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2b) the Company has not incurred any liabilities (contingent or otherwise) in excess of $2,000,000 (or an equivalent amount in RMB) other than (Ai) trade payables and accrued expenses liabilities incurred in the ordinary course of business consistent with past practice and (Bii) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3c) the Company has not altered its method of accounting other than changes required by GAAP or the identity of its auditorsapplicable Law, (4d) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5e) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansexcept, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregatecase of clause (b) as would not reasonably be expected to have a Material Adverse Effect, outside of the ordinary course of business. The Company does or clause (c) insofar as it would not have pending before an adverse effect on the Commission any request for confidential treatment of informationCompany's financial statements reported or to be reported. Except for the issuance of Merger or other transactions contemplated hereby or as disclosed in the Shares contemplated by this AgreementCompany SEC Reports, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilitiesoperations or financial condition, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time Laws. For purposes of this representation Agreement, “Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, controls or is made controlled by or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in under common control with a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, Person as such debts terms are used in and liabilities become absolute and matured or (z) construed under Rule 405 under the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalSecurities Act.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, or as disclosed on the attached Disclosure Schedule, Schedule 3.1(k), (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to or the date hereofRegistration Statement, the General Disclosure Package and the Prospectus , (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement and the Prospectus, (1i) there has been no event, occurrence or development development, including changes generally affecting the Company’s or Subsidiaries’ industries, that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Other than as set forth in the SEC Reports, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalcapital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report the Registration Statement, the General Disclosure Package and the Prospectus filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a the Company’s subsequent SEC Report Reports filed prior to the date hereof, (1) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect. Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the Company’s subsequent SEC Reports filed prior to the date hereof, (2i) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3ii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iii) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5iv) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) incentive plans or pursuant to the Company has not sold any assets outside conversion and/or exercise of Common Stock Equivalents outstanding as of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside date of the ordinary course of businessmost recently filed periodic report under the Exchange Act. The Company does not have pending before the Commission any request for confidential treatment of information. Except for (i) the issuance of the Shares Securities contemplated by this AgreementAgreement and (ii) the offer and sale of Common Stock in exchange for outstanding unsecured debt of the Company at a price per share on substantially the same terms as the purchase and sale of the Securities pursuant hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries Company or any of the Subsidiary or their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. To the knowledge of the Company, or (y) could including its executive officers, there are no liabilities undisclosed to Sander Electronics Co., LTD. that would reasonably be expected to result in a Material Adverse Effect. material adverse effect on the results of operations, assets, business, or condition (iifinancial or otherwise) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to or the date hereofRegistration Statement, the General Disclosure Package and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) plans and the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof or in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s or any Subsidiary’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) neither the Company nor any Subsidiary has not sold any assets outside the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $200,000, (iv) neither the Company nor any Subsidiary has altered its method of accounting or the identity of its auditorsaccounting, (4v) neither the Company nor any Subsidiary has not declared or made any cash or stock dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5vi) neither the Company nor any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or Subsidiary equity incentive plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationinformation that has not been granted. Except for as previously disclosed to the issuance of the Shares contemplated by this AgreementPurchasers, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.its capital stock

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) neither the Company nor the Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has and the Subsidiary each have not declared or made any dividend or distribution of cash or other property to its their respective stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its their respective capital stock, (5v) neither the Company nor the Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity incentive plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or the Subsidiary or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Since the date of the latest audited financial statements included within the Registration Statement, or (y) could reasonably be expected to result except as specifically disclosed in a Material Adverse Effect. subsequent SEC Report filed prior to the date hereof, neither the Company nor the Subsidiary has: (i) issued any securities (except pursuant to any employee benefit plan maintained by the Company) or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalcapital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof and incorporated into the Base Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option equity incentive plans, employee stock purchase plan, stock ownership plan or dividend reinvestment plan, in each case described in the Time of Sale Disclosure Package, the Registration Statement or the Final Prospectus (6collectively, the “Equity Plans”), (vi) no executive officer or director of the Company has resigned from any position with the Company and (vii) there has not sold been any assets outside change in the capital stock of the ordinary course Company or any of business its subsidiaries (other than changes resulting from exercises, issuances, repurchases, expirations, terminations or forfeitures (A) of warrants outstanding as of the date hereof in accordance with their terms or (7B) with respect to awards outstanding under the Company has not made Equity Plans as of date hereof in accordance with their terms or any material capital expenditures, individually or new grants of awards under the Equity Plans in the aggregate, outside of the ordinary course of business). The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Shares, the Pre-Funded Warrants and the Warrants comprising the Units contemplated by this Agreementthe Base Prospectus or disclosed in the Base Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or in the Registration Statement, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) except as set forth on Schedule 3.1(i), the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock [SCHEDULE SERIES A DIVIDENDS] and (v) except as set forth on Schedule 3.1(i), (5) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements or other financial disclosure included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock share option plans, and (6vi) no executive officer of the Company has not sold any assets outside or member of the ordinary course of business or (7) Board has resigned from any position with the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this AgreementAgreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or as otherwise set forth in any Prospectus Supplement, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or . Except as set forth in the aggregateSEC Reports, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreementany Prospectus Supplement or disclosed in any Prospectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “InsolventAffiliate” meansmeans any Person that, (x) the present fair saleable value of the Company’s assets directly or indirectly through one or more intermediaries, controls or is less than the amount required to pay the Company’s total indebtedness, (y) the Company controlled by or is unable to pay its debts and liabilities, subordinated, contingent or otherwise, under common control with a Person as such debts terms are used in and liabilities become absolute and matured or (z) construed under Rule 405 under the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalSecurities Act.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsCompany’s Annual Report on Form 10-K for the Year ended December 31, 2014 (“2014 10-K”) and unaudited financial statements included in the Company’s most recent Quarterly Report on Form 10-Q (“2015 10-Q”), except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofhereof or in Section 3.1(j) of the Disclosure Letter, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditors, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed redeemed, converted or made any agreements to purchase purchase, redeem or redeem convert any shares of its capital stock, (5v) the Company has not sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for Neither the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, Company nor any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any bankruptcy law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company No event, liability, fact, circumstance, occurrence or development has occurred or exists, or is notreasonably expected to occur or exist, and after giving effect with respect to the transactions contemplated by the Transaction Documents to occur at the Closing will not beCompany or its Subsidiaries or their respective business, Insolvent properties, operations, assets or condition (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent financial or otherwise, as such debts and liabilities become absolute and matured ) which has had or (z) the Company intends could reasonably be expected to incur or believes result in a Material Adverse Effect that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and been publicly disclosed at least one Trading Day prior to the date that this representation is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalmade.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material, individually or in the aggregate, to the Company, or has entered into any transactions not in the ordinary course of business other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP generally accepted accounting principles or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or any other Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such Person as such terms are used in and construed under Rule 405 under the Securities Act (an “Affiliate”), except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreementthe Transaction Documents, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps dividend or made any other distribution on or in respect to seek protection its capital stock, except dividends pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value terms of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalexisting Series B preferred stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Pricing Disclosure Package and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 five (5) Trading Days prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option equity award plans, and (6vi) no executive officer of the Company has not sold any assets outside or member of the ordinary course Board has resigned from any position with the Company, except for an executive officer of business or (7) the Company has for which public disclosure of such resignation is not made any material capital expenditures, individually or in required by Regulation S-K under the aggregate, outside of the ordinary course of businessExchange Act. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofof this Agreement audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans and employee stock purchase plans, (6) the Company has not sold any assets outside issuance of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or Common Stock Equivalents as disclosed in the aggregate, outside of the ordinary course of businessSEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement and Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plansplans or inducement grants under the Nasdaq inducement grant exception, and (6vi) no executive officer of the Company has not sold any assets outside or member of the ordinary course of business or (7) Board has resigned from any position with the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this AgreementAgreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, hereof or prior to the applicable Closing Date as of which this representation and warranty is being made and except as set forth in Schedule 3.1(i): (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, deferred revenue and accrued expenses incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or condition (financial or otherwise) condition, that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsRegistration Statement, the General Disclosure Package or the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any material liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically otherwise disclosed in a subsequent the SEC Report filed prior to the date hereofReports (including amended and/or restated SEC Reports), (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, other than dividends paid on outstanding shares of the 10% Convertible Preferred Stock, par value $1.00 per share, and/or Series B 10% Convertible Preferred Stock, par value $1.00 per share, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) arms’ length transactions approved by the Company has not sold any assets outside Board of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessDirectors. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence liability or development that could reasonably be expected to result in a Material Adverse Effect has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsTime of Sale Prospectus, except as specifically disclosed in a subsequent SEC Report Time of Sale Prospectus filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) except as could not reasonably be expected to result in a Material Adverse Effect, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an Time of Sale Prospectus filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement and the Base Prospectuses, except as specifically otherwise set forth in the Registration Statement and the Base Prospectuses or as will be disclosed in a subsequent SEC Report filed prior to the date hereofProspectus Supplements, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) none of the Company or any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, outstanding Common Shares and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of informationEquity Compensation Plans. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its the Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be publicly disclosed by the Company under applicable securities laws at on the time this representation is made or deemed made date hereof that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is madehereof, or (y) could reasonably be expected to result in except such as would not have a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law . There are no “significant acquisitions”, “significant dispositions” or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact “significant probable acquisitions” for which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable required, pursuant to pay its debts applicable Canadian Securities Laws to include additional financial disclosure in the Registration Statement and liabilitiesthe Prospectuses, subordinated, contingent other than such additional financial disclosure as is already included in the Registration Statement and the Prospectuses. Except as mandated by or otherwisein conformity with the recommendations of a Governmental Authority, as such debts and liabilities become absolute and matured at the date of this Agreement, there has been no material suspension of operations of the Corporation or (z) material reduction in workforce productivity of the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay Subsidiaries as such debts maturea result of the COVID-19 pandemic. The Company has not engaged been monitoring the COVID-19 pandemic and the present and potential impacts at all of its operations and has put appropriate control measures, limitations, restrictions and procedures in any business or in any transaction, place to support the wellness of all of its employees and is not about surrounding communities where the Company and its Subsidiaries operate while continuing to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitaloperate.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, the business of the Company and its Subsidiaries has been conducted in the ordinary course of business consistent with past practices and (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Notes contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to Except for the transactions contemplated by hereby, which the Transaction Documents to occur at the Closing Company covenants and agrees will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value be fully disclosed on Form 8-K within four business days of the Company’s assets is less than the amount required to pay the Company’s total indebtednessdate hereof, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) not aware of any material non-public information regarding the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged previously been disclosed in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalSEC Reports.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the SEC ReportsRegistration Statement, the Pricing Disclosure Package and the Prospectus, except as specifically disclosed set forth in a subsequent SEC Report filed prior to the date hereofRegistration Statement, the Pricing Disclosure Package and the Prospectus, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside or other omnibus incentive plans or as a condition of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessentering into an employment agreement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days one (1) Business Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofReport, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to to, either individually or in the aggregate, result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, and (3C) the issuance of the Notes contemplated by this Agreement (iii) the Company has not altered its method of accounting or the identity of manner in which it keeps its auditorsaccounting books and records other than as required by GAAP, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Notes contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (iExcept as set forth in Section 3.1(j) Since of the Disclosure Schedule, since the date of the latest audited financial statements included within the SEC Continuous Disclosure Reports, except as specifically disclosed in a subsequent SEC Continuous Disclosure Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionCommission or the Canadian Securities Regulators, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission or any Canadian Securities Regulator any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement or as set forth on Section 3.1(j) of the Disclosure Schedule, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws the U.S. Securities Act, the U.S. Exchange Act or the Canadian Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsRegistration Statement, Preliminary Prospectus and Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofRegistration Statement, Preliminary Prospectus and Prospectus (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in Registration Statement, Preliminary Prospectus and Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development development, including but not limited to, with respect to the drone industry or the regulations surrounding the drone industry, that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 1 Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as otherwise contemplated by this Agreement or as specifically disclosed in a subsequent the SEC Report filed prior to Reports or the date hereofProspectus Supplement, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (Aa) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (Bb) liabilities not required to be reflected Cell Therapeutics, Inc. in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditors, and (4) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5iv) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 of the Securities Act), except pursuant to existing Company stock option equity incentive and incentive compensation plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this AgreementAgreement and the issuance of the ▇▇▇▇▇▇ Warrants and Trout Warrants, or as set forth in the SEC Reports or the Prospectus Supplement, or as otherwise disclosed to the Purchasers, no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilitiesoperations or financial condition, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company or any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s or the relevant Subsidiary’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company or any Subsidiary has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company or any Subsidiary has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company or any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6vi) the Company or any Subsidiary has not sold waived any assets outside accounts receivable in whole or in part in an aggregate amount exceeding $20,000, (vii) the Company or any Subsidiary has not waived or otherwise abolished any material right of any nature, (viii) the Company or any Subsidiary has not entered into any contract involving capital expenditure in an amount exceeding $100,000 in the aggregate, except for expenditures provided for in the budget of the Company or the relevant Subsidiary, as applicable, and (ix) the Company or any Subsidiary has not borrowed or raised any money or incurred any financial indebtedness other than in the ordinary course of business or from its (7other) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessSubsidiaries. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 Trading Days prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsRegistration Statement, the General Disclosure Package, and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionCommissions, (3iii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshares, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission Commissions any request for confidential treatment of information. Except for the issuance of the Shares Closing Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company has not: (i) issued any securities (other than pursuant to the exercise of employee stock options under the Company’s equity plans, the issuance of Common Shares to employees pursuant to the Company’s employee share purchase plans, pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, pursuant to the SEPA, and pursuant to the Underwriting Agreements, dated as of January 29, 2025 and April 17, 2025, respectively, by and between the Company and Maxim Group LLC) or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any material liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small share capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) except for a change in the auditors as set forth in the SEC Reports, the Company has not changed its independent registered accounting firm or altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that of this representation is madeAgreement. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsRegistration Statement, the General Disclosure Package, and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionCommissions, (3iii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshares, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission Commissions any request for confidential treatment of information. Except for the issuance of the Shares Public Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any material liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small share capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the Company SEC ReportsReports to the date of this Agreement, except as specifically disclosed in a subsequent Company SEC Report filed prior to the date hereofof this Agreement, or as expressly contemplated by this Agreement, (1a) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2b) the Company has not incurred any liabilities (contingent or otherwise) in excess of $5,000,000 other than (Ai) trade payables and accrued expenses liabilities incurred in the ordinary course of business consistent with past practice and practice, (Bii) liabilities not required to be reflected in the Company’s 's financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings Filings made with the CommissionSEC, or (iii) liabilities that have been discharged or paid in full prior to the date of this Agreement, (3c) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4d) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (5e) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessPlans. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance Merger or other transactions contemplated hereby or as disclosed in the Company SEC Reports, as of the Shares contemplated by this Agreement, date hereof no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilitiesoperations or financial condition, operations (including results thereof), assets or condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made Laws that has not been publicly disclosed at least 3 Trading Days prior to the date that disclosed. For purposes of this representation Agreement, "Affiliate" means any Person that, directly or indirectly, through one or more intermediaries, controls or is made, controlled by or (y) could reasonably be expected to result in is under common control with a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, Person as such debts terms are used in and liabilities become absolute and matured or (z) construed under Rule 405 under the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capitalSecurities Act.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within in the SEC ReportsRegistration Statement, the General Disclosure Package, and the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionCommissions, (3iii) the Company has not altered its method of accounting or the identity of its auditorsin any material respect, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshares, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, equity plans and (6vi) no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission Commissions any request for confidential treatment of information. Except for the issuance of the Shares Closing Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Report filed prior to the date hereof, since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package, and the Prospectus, the Company has not: (i) issued any securities (other than pursuant to the exercise of employee stock options under the Company’s equity plans, the issuance of Common Shares to employees pursuant to the Company’s employee share purchase plans, pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act, pursuant to the SEPA, and pursuant to the best-efforts confidentially marketed public offering, dated as of July 17, 2025) or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any material liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law other distribution on or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any in respect of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small share capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option equity incentive plans, and (6vi) no executive officer of the Company has not sold any assets outside or member of the ordinary course Board has resigned from any position with the Company, except for an executive officer of business or (7) the Company has for which public disclosure of such resignation is not made any material capital expenditures, individually or in required by Regulation S-K under the aggregate, outside of the ordinary course of businessExchange Act. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this AgreementAgreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to Reports, the date hereofRegistration Statement, the Base Prospectus and the Prospectus Supplement, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, except in connection with the payment of the exercise price of, or withholding taxes for, awards under the Company’s equity incentive plans, and (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act), except pursuant to the Company’s existing Company stock option equity incentive plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilitiesoperations, operations (including results thereof), assets financial condition or condition (financial or otherwise) prospects that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsPreliminary Prospectus or the Prospectus, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofPreliminary Prospectus or the Prospectus, as the case may be, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) except as disclosed in the SEC Reports, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity incentive plans, (6) the Company has not sold any assets outside of the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or . Except as disclosed in the aggregateSEC Reports, outside of the ordinary course of business. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the issuance of the Shares Securities contemplated by this Agreementor disclosed in the Preliminary Prospectus or the Prospectus or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made. As used in this Agreement, or (y) could reasonably be expected to result in “Trading Day” means a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does day on which the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent Trading Market (as defined below)) is open for trading. As used in this Agreement, “InsolventTrading Market” meansmeans The Nasdaq Capital Market, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for securities exchange on which the Company’s remaining assets constitute unreasonably small capitalCommon Stock is listed for trading.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP IFRS or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option or other equity-based compensation plans, and (6vi) no executive officer of the Company has not sold any assets outside or member of the ordinary course of business or (7) Board has resigned from any position with the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares ADSs contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof, : (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed by in the Company under applicable securities laws in filings made with the CommissionSEC Reports, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stockshares, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans, and (6vi) except as disclosed in the Registration Statement, no officer or director of the Company has not sold resigned from any assets outside of position with the ordinary course of business or (7) the Company has not made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of businessCompany. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares Offered Units contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospectsbusinesses, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one Trading Days Day prior to the date that this representation is made. Unless otherwise disclosed in the SEC Reports filed prior to the date hereof, the Company has not: (i) issued any securities or (y) could reasonably be expected to result in a Material Adverse Effect. incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) The Company has not taken declared or paid any steps to seek protection pursuant to dividend or made any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business other distribution on or in any transaction, and is not about respect to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.its shares. ​

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC ReportsFilings, except as specifically disclosed in a subsequent SEC Report Filing filed prior to the date hereof, hereof and excluding the transactions contemplated by this Agreement: (1i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the CommissionSEC, (3iii) the Company has not altered materially its method of accounting or the identity of manner in which it keeps its auditorsaccounting books and records, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansor stock purchase plans or equity-based plans disclosed in the SEC Filings and (vi) there has not been any material change or amendment to, (6) or any waiver of any material right by the Company has not sold under, any assets outside of the ordinary course of business or (7) Material Contract under which the Company has not made or any material capital expenditures, individually of its Subsidiaries is bound or in the aggregate, outside of the ordinary course of businesssubject. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except as set forth on Schedule 2.8 and except for the issuance of the Shares transactions contemplated by this Agreement, no event, liability, liability fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective business, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made representation, or with the passage of time, or deemed made that has not been publicly disclosed at least 3 Trading Days one trading day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

Material Changes; Undisclosed Events, Liabilities or Developments. (i) Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofon which this representation is being made, (1i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (2ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed by the Company under applicable securities laws in filings made with the Commission, (3iii) the Company has not altered its method of accounting or the identity of its auditorsaccounting, (4iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or (v) the Company has not purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (5vi) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option equity incentive plans, and (6vii) no executive officer of the Company has not sold any assets outside or member of the ordinary course Board has resigned from being an executive officer or member of business the Board of the Company, as applicable, provided that (v), (vi) and (vii) above shall only apply to the extent such purchase, redemption or (7) agreement to purchase or redeem any shares of capital stock, issuance of equity securities, or resignation, as applicable, is required to be disclosed by the Company has not made any material capital expenditures, individually or in on an SEC Report prior to the aggregate, outside of the ordinary course of businessdate on which this representation is being made. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, any of Company or its Subsidiaries or any of their respective businessbusinesses, prospects, properties, liabilities, operations (including results thereof)operations, assets or financial condition (financial or otherwise) that (x) would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 3 one (1) Trading Days Day prior to the date that this representation is made, or (y) could reasonably be expected to result in a Material Adverse Effect. (ii) The Company has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated by the Transaction Documents to occur at the Closing will not be, Insolvent (as defined below). “Insolvent” means, (x) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total indebtedness, (y) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (z) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature. The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.