Common use of Material Changes Clause in Contracts

Material Changes. Since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports 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 or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, 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 (v) the Company has not issued any equity securities or Common Stock Equivalents common stock equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports Schedule 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and Warrants and the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretothe Transaction Documents, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed set forth in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) 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, (v) 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 (vvi) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to Neither the Company or nor any of its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required has taken any steps to be disclosed by seek protection pursuant to any bankruptcy law nor does the Company under applicable securities laws on have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a registration statement on Form S-1 filed with the SEC relating creditor to an issuance and sale by the Company of its Common Stock and which has not been publicly announceddo so.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Company, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except stock options and restricted stock issued to newly hired and promoted officers in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports or as set forth in Schedule 3.1(k) hereto, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and or as may otherwise be disclosed herein or set forth in any SEC Reports Schedule 3.1(k) hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed set forth on Schedule 3.1(i) or in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development development, that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Company, any 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset 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 or Company, its Subsidiaries or any of their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since Except as set forth on Schedule 2(h) or elsewhere on the schedules hereto, since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Except as set forth on Schedule 2(h), the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein set forth on Schedule 2(h) or in any SEC Reports elsewhere on the Schedules hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 trading day prior to the date that this representation is made.

Material Changes. Since the respective date of the latest audited balance sheet of the Company included in the financial statements included in contained within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Company, (ii) 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 of the Company pursuant to GAAP or to be disclosed in filings made with the CommissionSEC, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The Company does stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not have pending before been any change or amendment to, or any waiver of any material right under, any material contract under which the Commission Company, or any request for confidential treatment of information. Except its assets are bound or subject, and (vii) except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or Company, its Subsidiaries or their respective businesses, properties, operations, assets operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since Except as provided in the SEC Reports hereto, since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports Schedule 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3.1(i): (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset 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 or its Subsidiaries any Subsidiary, or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The Stock Option Plans and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, except as has been reasonably cured by the Company, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company or its Subsidiaries 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect except as otherwise required pursuant to GAAP, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity stock option and incentive plansplans or awards. The Company does not have pending before the Commission any request for confidential treatment of information. Except To the Company’s knowledge, except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made, except as would not be reasonably likely to result in an Material Adverse Effect.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and except as disclosed in Schedule 3.1(j), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except as disclosed in Schedule 3.1(j) and except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or changed its auditors, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company or any of its assets is bound or subject, and (vvi) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to current or previously existing Company equity incentive stock-based plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not mortgaged, pledged, transferred a security interest in, or allowed a lien to be created, with respect to any of its material properties or assets, except for Permitted Liens (as defined in the Security Agreement), (iv) the Company has not sold, assigned or transferred any Company Proprietary Assets except in the ordinary course of business as it may exist from time to time, (v) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (ivvi) 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 (vother than in connection with repurchases of unvested stock issued to employees of the Company), (vii) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (viii) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities Note contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one trading day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the date hereofof this Agreement: (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect, (ii) except as set forth in Schedule 4(j), 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the CommissionSEC, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or AffiliateAffiliate (as defined in Rule 405 of the Securities Act), except pursuant to existing Company equity incentive plans. The Company does not have pending before plans or executive and director corporate arrangements disclosed in the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoand (vi) there has not been any material change or amendment to, no eventor any waiver of any material right under, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to any contract under which the Company or its Subsidiaries any of their assets is bound or their respective businessessubject. For purposes of this Agreement, properties“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Documents, (ii) a material and adverse effect on the results of operations, assets assets, business or financial condition, that would be required to be disclosed by condition of the Company under applicable securities laws and subsidiaries, taken as a whole, or (iii) any material adverse impairment to the Company’s ability to perform in any material respect on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of timely basis its Common Stock and which has not been publicly announcedobligations under any Transaction Document.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or equity incentive plans. The based plans disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since the date of the latest audited financial statements included in within the SEC ReportsReports and/or the Saleen Entities Financial Statements, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or disclosed on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has and the Subsidiaries have not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses that have been incurred since the date of the most recent balance sheet included in the SEC Reports or the Saleen Entities Financial Statements in the ordinary course of business consistent with past practice and are not (singly or in the aggregate) material to the Company’s business, and (B) liabilities not required due and payable or to be reflected performed or satisfied after the date hereof under the Company and the Subsidiaries’ material contracts in accordance with their terms, in each case which are not (singly or in the aggregate) material to the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commissionbusiness, (iii) the Company has and the Subsidiaries have not altered its their method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.1(i), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed on or prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed set forth on Schedule 3.1(i) and in a subsequent SEC Report filed prior to the date hereof: Registration Statement and the Prospectus, (i) there has been no event, occurrence or development development, including changes generally affecting the parallel-import vehicles industry, that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i) and as may otherwise be disclosed herein or in any SEC Reports heretothe Registration Statement and the 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 or Company, its Subsidiaries or any of their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or as set forth on Schedule 3.1(j), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Notes and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except stock options issued in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or equity incentive plans. The based plans disclosed in the SEC Reports (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject and (vii) to the Company’s Knowledge, there has not have pending before been a material increase in the Commission any request for confidential treatment aggregate dollar amount of information(A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretothe Subscription Agreements, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made. Moreover, since the date(s) the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Common Shares and the merits and risks of investing in the Common Shares; and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences or developments that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Purchasers in connection with the offering of the Common Shares.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and except as set forth on Schedule 3.1(j) to the Disclosure Schedule, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 consolidated financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except as set forth on Schedule 3.1(j) to the Disclosure Schedule and except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: of this Agreement, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing an Equity Incentive Plan or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company equity incentive plans. The Company does not have pending before the Commission or any request for confidential treatment of informationtheir assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans and stock purchase plans, and pursuant to the conversion or exercise of any outstanding Common Stock Equivalents. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.1(i), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC ReportsRegistration Statement, the Pricing Prospectus and the Prospectus, except as specifically disclosed set forth on Schedule 3.1(i) and in a subsequent SEC Report filed prior to the date hereof: Registration Statement, the Pricing Prospectus and the Prospectus, (i) there has been no event, occurrence or development development, including changes generally affecting the parallel-import vehicles industry, that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i) and as may otherwise be disclosed herein or in any SEC Reports heretothe Registration Statement, the Pricing Prospectus and the 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 or Company, its Subsidiaries or any of their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has and its Subsidiaries have 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends, or pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed set forth in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) 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, (v) 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 (vvi) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance None of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in Loan Parties has taken any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected steps to occur or exist with respect seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that its Subsidiaries creditors intend to initiate involuntary bankruptcy proceedings or their respective businesses, properties, operations, assets or financial condition, that any actual knowledge of any fact which would be required reasonably lead a creditor to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announceddo so.

Material Changes. Since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents common stock equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information, except for requests relating to economic terms of a commercially sensitive nature. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports 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 or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports, (vi) to the Company’s knowledge, there has not been any material change or amendment to, or any waiver of any material right by the Company does under, any material contract under which the Company or any of its subsidiaries is bound or subject, and (vii) to the Company’s knowledge, there has not have pending before been a material increase in the Commission any request for confidential treatment aggregate dollar amount of information(A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or Bank’s financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one trading day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included Except as set forth in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to since the date hereof: of the last audited financial statements included within the SEC Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has not incurred any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) neither the Company or any Subsidiary has entered into any agreement, arrangement or understanding, whether oral or written, whereby it has assumed or will assume or becomes responsible for any liability of a third party that is material to the Company on a consolidated basis, (vi) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans and employee stock purchase plans, the issuance of Common Stock Equivalents as disclosed in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading 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 incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes. Since the date of the latest audited balance sheet included in the financial statements included in contained within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 to be disclosed in filings made with the CommissionSEC, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and Common Stock issued pursuant to the Share Exchange Transaction, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company does not have pending before the Commission or any request for confidential treatment of information. Except its assets is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since the date of the latest audited financial statements Financial Statements included in within the SEC ReportsPublic Disclosure Documents, except as specifically disclosed in a subsequent SEC Report the Public Disclosure Documents filed at least one Trading Day prior to the date hereof: hereof and in the Prospectus Supplement, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents Equity Securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive award plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Common Shares contemplated by this Agreement and as may otherwise be disclosed herein at the time this representation is made or in any SEC Reports heretodeemed made, 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 or its Subsidiaries or their respective businessesBusinesses, prospects, properties, operations, assets assets, financial condition or financial condition, results of operations that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with Securities Laws at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made or thereafter that has not been publicly announceddisclosed at least one Trading Day prior to the date hereof.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, or described in the SEC Reports since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, 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 (v) the Company has not issued any equity securities or Common Stock Equivalents common stock equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports Schedule 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and except as disclosed in Schedule 3.1(j), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 consolidated financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except as disclosed in Schedule 3.1(j) and except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the Company, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except stock options and restricted stock issued to newly hired and promoted officers in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announced.disclosed in the SEC Reports. ________ Subscription Agreement Purchaser’s Initials 11 Generation Hemp, Inc.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except or as specifically disclosed in a subsequent included within the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive share option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or set forth in any the SEC Reports heretoReports, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as disclosed in Schedule 3.1(j) or as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before compensation plans or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence circumstances, changes, occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 Financial Statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 agreement, arrangement, commitment or understanding to purchase or redeem any shares of its capital stock and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: of this Agreement, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing an Equity Incentive Plan or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company equity incentive plans. The Company does not have pending before the Commission or any request for confidential treatment of informationtheir assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports or in Schedule 3.1(j) hereto, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, except as disclosed in its SEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company of shares of capital stock held by employees, officers, directors or consultants pursuant to an option of the Company to repurchase such shares upon the termination of employment or services), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock-based plans. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or reason to believe that 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 have pending before the Commission any request for confidential treatment of information. Except for the issuance as of the Securities date hereof, and after giving effect to the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected hereby to occur or exist with respect at the applicable Closing, will not be Insolvent (as defined immediately hereinafter). For purposes of this Section 3.1(j), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 3.1(bb)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or its Subsidiaries otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or their respective businesses, properties, operations, assets or financial condition, believes that it will incur debts that would be required beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedconducted.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The Stock Option Plans and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse EffectEffect other than events, occurrences or developments described in previously disclosed consent orders entered into between the Bank and Bank Regulatory Authorities, (ii) 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 practice, or (B) liabilities not required to be reflected in the Company’s 's financial statements pursuant to GAAP or required to be disclosed in filings made with the CommissionCommission or (C) expenses which have been incurred in connection with remediation required by Bank Regulatory Authorities pursuant to previously disclosed consent orders entered into between the Bank and Bank Regulatory Authorities, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports and (vi) there has not been any material change or material amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited balance sheet included in the financial statements included in contained within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and Common Stock issued pursuant to the Share Exchange Transaction, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of information. Except its assets is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the SEC Reports.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretothe Transaction Agreements, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed set forth on Schedule 3.1(i) or in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development development, including changes generally affecting the pharmaceutical and biotechnology industry, that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Company, any 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset 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 or Company, its Subsidiaries or any of their respective businessesbusiness, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and for operating losses incurred in the ordinary course of business consistent with past losses, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansstock option plans or existing agreements disclosed in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.1(i), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least two Trading Days prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: of this Agreement, (i) to the Company’s Knowledge, there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or pursuant to existing Company stock option plans, equity incentive plans. The plans or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationtheir assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements most recent balance sheet included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the CommissionSEC, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansthe Equity Incentive Plans. The Company does not have pending before the Commission SEC any request for confidential treatment of information. Except for the transactions contemplated by this Agreement, including the issuance of the Securities Shares, and any other transactions or Share issuances contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoof the Closing Date, 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 or its Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X) or their respective 8 businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Business Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: of this Agreement, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result result, either individually or in the aggregate, in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any executive officer, director or Affiliate, except pursuant to existing an Equity Incentive Plan or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any contract under which the Company equity incentive plans. The Company does not have pending before the Commission or any request for confidential treatment of informationtheir assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Business Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically set forth and otherwise disclosed in a subsequent the SEC Report Reports filed prior to the date hereof: of this Agreement, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive compensation plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or set forth in any the SEC Reports heretoReports, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made. Neither the Company nor any of its Subsidiaries has 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 or any Subsidiary have any knowledge or reason to believe that any of its respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so.

Material Changes. Since the respective date of the latest audited consolidated balance sheet of the Company included in the financial statements included in contained within the SEC Reports, except as specifically disclosed in a subsequent the Company’s SEC Report filed prior to the date hereof: Filings, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Company, (ii) 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 of the Company pursuant to GAAP or to be disclosed in filings made with the CommissionSEC, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The Company does stock option or stock purchase plans or executive and director corporate arrangements disclosed in the Company’s SEC Filings, (vi) there has not have pending before been any change or amendment to, or any waiver of any material right under, any material contract under which the Commission Company, or any request for confidential treatment of information. Except their assets are bound or subject, and (vii) except for the issuance of the Securities Units contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or nor its Subsidiaries or their respective businesses, properties, operations, assets operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed in the Company’s SEC Filings.

Material Changes. Since the date of the latest audited financial statements included in within the Company SEC Reports, except as specifically disclosed in a subsequent the Company SEC Report filed prior to Reports, as set forth in Schedule 3.1(k) hereto or in connection with the date hereof: Acquisition, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the Company does SEC Reports and (vi) there has not have pending before been any material change or amendment to, or any waiver of any material right under, any material contract under which the Commission Company, any request for confidential treatment of informationits Subsidiaries, or any of their respective assets is bound or subject. Except for the Acquisition, the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or set forth in any SEC Reports Schedule 3.1(k) hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included December 31, 2007, except as set forth in the SEC Reports, except Company Information or as specifically disclosed in a subsequent SEC Report filed prior to Section 3.20 of the date hereof: Disclosure Schedules, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Documents and Press Releases and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any material contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made. For purposes of this Agreement, “GAAP” shall mean U.S. generally accepted accounting principles, applied on a consistent basis.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (ii) 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 (including, without limitation, the footnotes thereto) or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) except as set forth on Schedule 3.1(j), 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansas disclosed on Schedule 3.1(j). The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with and regulations at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date hereof. Except as set forth in Schedule 3.1(j), neither the Company nor, to the Company’s knowledge, any Affiliate of the Company (including, without limitation, any pension plan, employee stock option plan or similar plan) has purchased or sold any securities of the Company within the 90 days preceding the date hereof.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock stock, and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansstock option plans and stock purchase plans or except as set forth on Schedule 3.1(i)(a), and pursuant to the conversion or exercise of any outstanding Common Stock Equivalents. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.1(i)(b), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, and (C) in connection with the Acquisition, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with the Company’s stock repurchase program, repurchases of unvested stock issued to employees of the Company and a quarterly cash dividend of $0.06 per share of Common Stock on April 13, 2012), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or equity incentive plans. The Company does based plans disclosed in the SEC Reports, (vi) trading or quotation in any of the Company’s securities has not have pending before been suspended or limited by the Commission or by the NYSE, and (vii) there has not been any request for confidential treatment material change or amendment to, or any waiver of informationany material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretothe Acquisition 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock stock, and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansstock option plans and stock purchase plans or except as set forth in its SEC filings, and pursuant to the conversion or exercise of any outstanding Common Stock Equivalents. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth or as disclosed in the Company’s SEC reports and as may otherwise be disclosed herein or in any SEC Reports heretofinancial statements, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansstock option plans and (vi) the Company has not increased any salary paid to any officer, director or employee. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.17, 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 or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 trading day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date of this Agreement.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed set forth in a subsequent SEC Report Reports filed prior to the date hereof: execution of this Agreement, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansplans or as set forth in the SEC Reports. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or set forth in any the SEC Reports heretoReports, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report Reports filed at least one (1) Business Day prior to the date hereof: hereof or other than as set forth in Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein at the time this representation is made or in any SEC Reports heretodeemed made, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets assets, financial condition or financial condition, results of operations that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made or thereafter that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date hereof.

Material Changes. Since Except for the transactions contemplated hereby or in the Merger Agreement, since the date of the latest audited balance sheet of the Company and the latest balance sheet of Augmedix included in the financial statements included in contained within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3(u), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Company or Augmedix, (ii) there have not been any changes in the assets, financial condition, business or operations of the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred Augmedix from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business consistent with past practice and (B) liabilities which have not required to be reflected been, either individually or in the Company’s aggregate, materially adverse to the business, properties, financial statements pursuant to GAAP condition, results of operations or disclosed in filings made with future prospects of the CommissionCompany or Augmedix, (iii) none of the Company or Augmedix or any of their respective Subsidiaries has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, and (iv) none of the Company or Augmedix or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) other than in connection with repurchases of unvested stock issued to employees of the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansCompany). The Company does and its Subsidiaries, individually and on a consolidated basis, are not have pending before the Commission any request for confidential treatment of information. Except for the issuance as of the Securities date hereof, and after giving effect to the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected hereby to occur or exist at the Initial Closing, will not be Insolvent (as defined below). “Insolvent” means, with respect to the Company, on a consolidated basis with its Subsidiaries, (i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total indebtedness, (ii) the Company or and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or their respective businessesotherwise, properties, operations, assets as such debts and liabilities become absolute and matured or financial condition, (iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be required beyond their ability to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedpay as such debts mature.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash cash, other than dividends related to the Company’s Series A Preferred Stock, or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans, compensation arrangements, or pursuant to a private placement of securities. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 4.9, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees or service providers of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans. The stock option plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company does not have pending before the Commission or any request for confidential treatment of informationits assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or to any “Affiliate”, as such term defined and construed under Rule 405 under the Securities Act, except Common Stock Equivalents to any officer, director issued in the ordinary course as dividends on outstanding preferred stock or Affiliate, except issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) one day the Common Stock is quoted on the Trading Market as reported by OTC Markets Group, Inc (the “Trading Day”) prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, or (C) indebtedness, liabilities or other obligations that would not have been prohibited under the Debentures if they has been executed as of the last day in the fiscal year covered by such audited financial statements, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: hereof or in the Private Placement Memorandum, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) to the Knowledge of root9B, there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company root9B 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 Companyroot9B’s financial statements pursuant to GAAP or required to be disclosed in filings made with the CommissionSEC, (iii) the Company root9B has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) the Company root9B 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 (other than in connection with repurchases of unvested stock issued to employees of root9B), (v) the Company root9B has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The Company does Stock Option Plans and (vi) there has not have pending before been any material change or amendment to, or to the Commission Knowledge of root9B, any request for confidential treatment waiver of informationany material right by root9B under, any contract entered into by root9B filed as an exhibit to an SEC Report pursuant to Item 601 of Regulation S-K (each a “root9B Material Contract”) under which root9B or any of its Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 root9B or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company root9B under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one trading day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the SEC Reports, (vi) to the Company’s knowledge, there has not been any material change or amendment to, or any waiver of any material right by the Company does under, any material contract under which the Company or any of its subsidiaries is bound or subject, and (vii) to the Company’s knowledge, there has not have pending before been a material increase in the Commission any request for confidential treatment of informationaggregate dollar amount of: (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company's or Bank's financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one trading day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports or as set forth in Schedule 4.1(k) hereto, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock (A) issued in the ordinary course as dividends on outstanding preferred stock or (B) issued pursuant to existing Company stock option, stock purchase or other equity incentive plans. The plans or executive and director corporate arrangements disclosed in the SEC Reports or (C) issued pursuant to other existing agreements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before the Commission under, any request for confidential treatment of informationMaterial Contract. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or by the items set forth in any SEC Reports Schedule 4.1(k) hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by Exchange Act at the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one business day prior to the date that this representation is made. For purposes of this Agreement, “Affiliate” means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Act.

Material Changes. Since the date of the latest audited financial statements statement or the immediate reports included in within the SEC Reports, except as set forth on Schedule 3.1(i) or as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, other than the implementation of changes pursuant to GAAP, (iv) 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 shares and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive share option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in the SEC ReportsDecember 31, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: 2012, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 GAAP, including liabilities contractually incurred in filings made connection with the Commission, Company’s pending acquisition of The Wilton Bank; (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director arrangements disclosed in the Call Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not have pending before been a material increase in the Commission any request for confidential treatment of informationaggregate dollar amount of: (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company's or Bank's financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.l(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 or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the issuance Company have any knowledge or reason to believe that 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 as of the Securities date hereof, and after giving effect to the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected hereby to occur or exist with respect at the Closing will not be, Insolvent (as defined below). For purposes of this Section 3(j), “Insolvent” means (i) the present fair saleable value of the Company's assets is less than the amount required to pay the Company's total Indebtedness (as defined in Section 3(i)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or its Subsidiaries or their respective businessesotherwise, propertiesas such debts and liabilities become absolute and matured, operations, assets or financial condition, that would be required to be disclosed by (iii) the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.Company

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, (ii) 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 business, (B) liabilities that are not material to the Company, and that are not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the CommissionCommission and (C) expenses incurred in connection with the transactions contemplated hereunder, (iii) the Company has not altered its method of accounting, (iv) 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 (other than the repurchase at cost of shares of unvested or restricted stock as permitted under the Company’s stock option or stock purchase plan upon termination of employment or service) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock purchase or stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretothe transactions contemplated by the Transaction Documents, 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 or its Subsidiaries or their respective businessesbusiness, properties, operationsprospects, assets operations or financial condition, that would be is required to be disclosed by the Company under applicable federal securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would could, either individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 and (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company equity incentive plans. The stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company, any request for confidential treatment of informationits Subsidiaries, or any of their respective assets is bound or subject. Except for the issuance of the Securities Shares contemplated by this Agreement and or as may otherwise be disclosed herein or set forth in any SEC Reports Schedule 3.1(k) hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included within the SEC Reports, and except as disclosed in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, except as has been reasonably cured by the Company, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company or its Subsidiaries 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 in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect except as otherwise required pursuant to GAAP, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity stock option and incentive plansplans or awards. The Company does not have pending before To the Commission any request for confidential treatment of information. Except Company’s knowledge, except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made, except as would not be reasonably likely to result in an Material Adverse Effect.

Material Changes. Since Except for the transactions contemplated hereby or in the Merger Agreement, since the date of the latest audited financial statements balance sheet of the Company and the latest balance sheet of Serve included in the SEC Reportsfinancial statements contained in the Delivered Super 8-K, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: set forth on Schedule 3(u), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse EffectEffect with respect to the Company or Serve, (ii) there have not been any changes in the assets, financial condition, business or operations of the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred Serve from that reflected in the financial statements contained in the Delivered Super 8-K except changes in the ordinary course of business consistent with past practice and (B) liabilities which have not required to be reflected been, either individually or in the Company’s aggregate, materially adverse to the business, properties, financial statements pursuant to GAAP condition, results of operations or disclosed in filings made with future prospects of the CommissionCompany or Serve, (iii) none of the Company or Serve or any of their respective Subsidiaries has not altered its method of accountingaccounting or the manner in which it keeps its accounting books and records, and (iv) none of the Company or Serve or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) other than in connection with repurchases of unvested stock issued to employees of the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansCompany). The Company does and its Subsidiaries, individually and on a consolidated basis, are not have pending before the Commission any request for confidential treatment of information. Except for the issuance as of the Securities date hereof, and after giving effect to the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected hereby to occur or exist at the Initial Closing, will not be Insolvent (as defined below). “Insolvent” means, with respect to the Company, on a consolidated basis with its Subsidiaries, (i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total indebtedness, (ii) the Company or and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or their respective businessesotherwise, properties, operations, assets as such debts and liabilities become absolute and matured or financial condition, (iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be required beyond their ability to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedpay as such debts mature.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , the execution of the Merger Agreement, the execution of the Acquisition Finance Securities Purchase Agreement, and the execution of this Agreement, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result in have a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 Common Stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or equity incentive plans. The based plans disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof or the transactions related to the Merger, (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent the SEC Report filed prior to the date hereof: Reports, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent direct, indirect, contingent, or otherwise) 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 to GAAP or disclosed in filings made with the Commissionpractice, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) 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 and shares, (v) neither the Company nor any Subsidiary has waived any material right or material debt owed to it, (vi) neither the Company nor any Subsidiary has changed or amended its certificate or articles of incorporation, bylaws or other organizational or charter documents, or change any material contract or arrangement by which the Company or Subsidiary is bound or to which its assets or properties is subject, (vii) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or AffiliateAffiliate of the Company or any of its Subsidiaries, except pursuant to existing Company equity incentive plansstock option plans or stock option agreements as disclosed in the Company’s SEC Reports, and (viii) neither the Company nor any Subsidiary has entered into any transaction other than in the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. Except for The Company has not taken any steps to seek protection pursuant to PRC bankruptcy law nor does the issuance Company have any knowledge or reason to believe that 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 as of the Securities date hereof, and after giving effect to the transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected hereby to occur or exist with respect at the applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(i), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 3.1(cc)), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or its Subsidiaries otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or their respective businesses, properties, operations, assets or financial condition, believes that it will incur debts that would be required beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announcedconducted.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or equity incentive plans. The based plans disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except as set forth in Schedule 3.1(k) and except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made. Moreover, since the date(s) the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the Preferred Shares; and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences or developments that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Purchasers in connection with the offering of the Preferred Shares.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested shares issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Shares issued pursuant to existing Company equity incentive plans. The Company does not have pending before share options or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except for the issuance of the Securities Shares, Warrants and Prefunded Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, since the date of the latest audited financial statements included in the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, 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 (v) the Company has not issued any equity securities or Common Stock Equivalents common stock equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive plansplans or shares in lieu of cash as described in the Disclosure Schedules. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports Schedule 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 or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least one (1) Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans and stock purchase plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and the consummation of the transactions contemplated by the Transaction Documents or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3.1(i), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and except for consummation of the Merger and the transactions disclosed in the PPM, (i) there has been no event, occurrence or development that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except pursuant to existing Company equity incentive stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and the Subscription Agreements or as may otherwise be disclosed herein or in any SEC Reports heretoset forth on Schedule 3(i), 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made. The representations and warranties in this Section 3(i) as they relate to the Company prior to consummation of the Merger are qualified to the extent of the actual knowledge of the Company.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: hereof and except as disclosed in Schedule 3.1(j), (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 's financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the Company) and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company equity incentive plans. The Company does not have pending before stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Commission any request for confidential treatment of informationSEC Reports. Except as disclosed in Schedule 3.1(j) and except for the issuance of the Securities Shares and Warrants contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made.

Material Changes. Since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report Reports filed prior to the date hereof: , (i) there has have been no eventevents, occurrence occurrences or development developments that has have had or that would reasonably be expected to result have, either individually or in the aggregate, a Material Adverse Effect, (ii) 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 required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accountingaccounting or the manner in which it keeps its accounting books and records, (iv) 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 stock, (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or equity incentive plans. The based plans disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company does not have pending before under, any Material Contract under which the Commission Company or any request for confidential treatment of informationits Subsidiaries is bound or subject. Except for the issuance of the Securities transactions contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports heretoAgreement, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, condition that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made that has not been publicly announceddisclosed at least one Trading Day prior to the date that this representation is made. Moreover, since the date(s) the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the Preferred Shares; and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences or developments that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Purchasers in connection with the offering of the Preferred Shares.

Material Changes. Since Except as set forth on Schedule 3.8 or elsewhere on the schedules hereto, since the date of the latest audited financial statements included in within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence occurrence, development or development regulatory action that has had or that would could reasonably be expected to result in a Material Adverse Effect, (ii) 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 in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) 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 (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliateaffiliate, except pursuant to existing Company equity incentive stock option plans. The Except as set forth on Schedule 3.8, the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement and or as may otherwise be disclosed herein set forth on Schedule 3.8 or in any SEC Reports elsewhere on the Schedules hereto, 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 or its Subsidiaries or their respective businessesbusiness, properties, operations, assets operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with at the SEC relating to an issuance and sale by the Company of its Common Stock and which time this representation is made or deemed made that has not been publicly announceddisclosed at least 1 trading day prior to the date that this representation is made.