Common use of RISK FACTORS Clause in Contracts

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described below, the risks set forth in our filings with the SEC and the other information contained in this Agreement before purchasing any Notes and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notes.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described below, the risks set forth in our filings with the SEC and In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Slack stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal and non-binding compensation advisory proposal to be considered and voted on at the Slack special meeting, together with general investment risks and all of the other information included in, or incorporated by reference into this Agreement before purchasing any Notes proxy statement/prospectus. This proxy statement/prospectus also contains forward-looking statements that involve risks and Warrantsuncertainties. Please read the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The risks described below are certain material risks, although not the only risks, relating to the transactions contemplated by the merger agreement and each of Salesforce, Slack, the surviving corporation and the surviving company in relation to the mergers. The risks set forth described below are not the only ones facing our Companyrisks that Salesforce or Slack currently face or that Salesforce, the surviving corporation or the surviving company will face after the completion of the mergers. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may exist that could also materially and adversely affect our the business, financial condition and results of operations and prospectsof Salesforce, the surviving corporation or the surviving company, or the market price of Salesforce common stock following the completion of the mergers. If any of the following risks actually materializeand uncertainties develop into actual events, our these events could have a material adverse effect on the business, financial conditioncondition and results of operations of Salesforce, prospects and/or operations could suffer. In such eventSlack, the value of surviving corporation and/or the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedsurviving company. In addition, as at June 30past financial performance may not be a reliable indicator of future performance, 2010, we had a deficit net worth that may hinder our ability and historical trends should not be used to receive financing anticipate results or trends in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notesfuture periods.

RISK FACTORS. An investment in the 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Subordinated Notes”) issued by Summit Financial Group, Inc., a West Virginia corporation and Warrants is speculative registered bank holding company (the “Company,” “we,” “our” and illiquid and “us”), involves a high degree number of risk, including the risk of a loss of your entire investmentrisks. You should read carefully and consider the following risks before making an investment decision. The following risks are not, however, exclusive or exhaustive, and uncertainties described belowonly represent typical risks that may impact an investment in the Subordinated Notes. In evaluating an investment in any of our securities, investors should consider carefully, among other things, the risks set forth previously disclosed under the heading “Risk Factors” in our filings the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC U.S. Securities and Exchange Commission (the “SEC”), and such other information contained risk factors as the Company may disclose in this Agreement before purchasing any Notes other reports and Warrantsstatements filed or furnished with the SEC. The risks set forth below are order of these risk factors does not reflect their relative importance or likelihood of occurrence. Capitalized terms used but not otherwise defined herein have the only ones facing our Companymeanings ascribed to such terms in the Subordinated Notes. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospectsRisks Related to the Subordinated Notes You should not rely on indicative or historical data concerning the Secured Overnight Financing Rate (“SOFR”). If any Under the terms of the following risks actually materializeSubordinated Notes, our businessthe interest rate on the Subordinated Notes for each interest period during the floating rate period will be based on Three-Month Term SOFR, financial conditiona forward-looking term rate for a tenor of three months that will be based on SOFR (“Three-Month Term SOFR”) (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, prospects and/or operations could sufferin which case the rate of interest will be based on the next-available Benchmark Replacement). In such eventthe following discussion of SOFR, when we refer to SOFR-linked Subordinated Notes, we mean the value Subordinated Notes at any time when the interest rate on the Subordinated Notes is or will be determined based on SOFR, including Three-Month Term SOFR. SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to be a broad measure of the securities you are purchasing could declinecost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, and you could lose all or plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a substantial subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the money foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as general collateral finance repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. FRBNY currently publishes SOFR daily on its website at xxxxx://xxxx.xxxxxxxxxx.xxx/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only. FRBNY started publishing SOFR in April 2018. FRBNY has also started publishing historical indicative SOFRs dating back to 2014, although this historical indicative data inherently involves assumptions, estimates and approximations. You should not rely on this historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. The amount of interest payable on the Subordinated Notes will vary on and after December 1, 2026. As the interest rate of the Subordinated Notes will be calculated based on SOFR from December 1, 2026 to but excluding the maturity date or earlier redemption date and SOFR is a floating rate, the interest rate on the Subordinated Notes will vary on and after December 1, 2026. During this period, the Subordinated Notes will bear a floating interest rate set each quarterly interest period at a per annum rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 230 basis points; provided, that in the event that the Benchmark rate for any floating rate period is less than zero, the Benchmark rate for such floating rate period shall be deemed to be zero. The per annum interest rate that is determined on the relevant determination date will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you invest. No inference should be drawn as to the magnitude will receive an amount of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlinterest that is lower than expected. We have no control over a history number of losses matters, including economic, financial, and a deficit net worth The Company’s expenses have exceeded its revenues since its formationpolitical events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the floating rate Subordinated Notes. It can SOFR may be expected that more volatile than other benchmark or market rates. Since the Company will continue to incur significant operating expenses and may continue to experience losses initial publication of SOFR, daily changes in the foreseeable future. As a resultrate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedhistorical actual or historical indicative data. In addition, as at June 30, 2010the return on and value of the SOFR-linked Subordinated Notes may fluctuate more than floating rate securities that are linked to less volatile rates. Changes in the calculation of SOFR could adversely affect the amount of interest that accrues on the SOFR-linked Subordinated Notes and the trading prices for the SOFR-linked Subordinated Notes. Because SOFR is published by FRBNY based on data received from other sources, we had a deficit net worth that may hinder our ability to receive financing in the futurehave no control over its determination, calculation, or publication. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the Company interests of investors in the SOFR-linked Subordinated Notes. If the manner in which SOFR is correct calculated is changed, that change may result in its assessment. Notes a reduction in the amount of interest that accrues on the SOFR-linked Subordinated Notes, which are not voluntarily converted by may adversely affect the remaining note holders will automatically convert into shares trading prices of the Company’s common stock on or before May 31SOFR-linked Subordinated Notes. In addition, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest rate on the notes in cash SOFR-linked Subordinated Notes for any day will not be adjusted for any modification or convert amendment to SOFR for that day that FRBNY may publish if the interest rate for that day has already been determined prior to such amount into shares of its common stockpublication. If all of Further, if the notes are convertedBenchmark rate on the SOFR-linked Subordinated Notes for any interest period declines to zero or becomes negative, then the Company will issue an additional 264,215 shares to the note holders in exchange Benchmark rate for such notesinterest period will be deemed to be zero. There is no assurance that changes in SOFR could not have a material adverse effect on the yield on, value of, and market for the SOFR-linked Subordinated Notes.

RISK FACTORS. An investment in the 5.00% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Subordinated Notes”) issued by Summit Financial Group, Inc. (the “Company,” “we,” “our” and Warrants is speculative and illiquid and “us”) involves a high degree number of risk, including the risk of a loss of your entire investmentrisks. You should read carefully and consider the following risks before making an investment decision. The following risks are not, however, exclusive or exhaustive, and uncertainties described belowonly represent typical risks that may impact an investment in the Subordinated Notes. In evaluating an investment in any of our securities, investors should consider carefully, among other things, the risks set forth previously disclosed under the heading “Risk Factors” in our filings the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2020, the risks previously disclosed under the heading “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2020 and June 30, 2020, filed with the SEC on May 8, 2020 and August 7, 2020, respectively, and such other risk factors as the Company may disclose in other information contained in this Agreement before purchasing any Notes reports and Warrantsstatements filed with the SEC. The risks set forth below are order of these risk factors does not reflect their relative importance or likelihood of occurrence. Capitalized terms used but not otherwise defined herein have the only ones facing our Companymeanings ascribed to such terms in the Subordinated Notes. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospectsRisks Related to the Subordinated Notes You should not rely on indicative or historical data concerning the Secured Overnight Financing Rate (“SOFR”). If any Under the terms of the following risks actually materializeSubordinated Notes, our businessthe interest rate on the Subordinated Notes for each interest period during the floating rate period will be based on Three-Month Term SOFR, financial conditiona forward-looking term rate for a tenor of three months that will be based on SOFR (“Three-Month Term SOFR”) (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, prospects and/or operations could sufferin which case the rate of interest will be based on the next-available Benchmark Replacement). In such eventthe following discussion of SOFR, when we refer to SOFR-linked Subordinated Notes, we mean the value Subordinated Notes at any time when the interest rate on the Subordinated Notes is or will be determined based on SOFR, including Three-Month Term SOFR. SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to be a broad measure of the securities you are purchasing could declinecost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, and you could lose all or plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a substantial subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the money foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as general collateral finance repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. FRBNY currently publishes SOFR daily on its website at xxxxx://xxxx.xxxxxxxxxx.xxx/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only. FRBNY started publishing SOFR in April 2018. FRBNY has also started publishing historical indicative SOFRs dating back to 2014, although this historical indicative data inherently involves assumptions, estimates and approximations. You should not rely on this historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. The amount of interest payable on the Subordinated Notes will vary on and after September 30, 2025. As the interest rate of the Subordinated Notes will be calculated based on SOFR from September 30, 2025 to but excluding the maturity date or earlier redemption date and SOFR is a floating rate, the interest rate on the Subordinated Notes will vary on and after September 30, 2025. During this period, the Subordinated Notes will bear a floating interest rate set each quarterly interest period at a per annum rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 487 basis points; provided, that in the event that the Benchmark rate for any floating rate period is less than zero, the Benchmark rate for such floating rate period shall be deemed to be zero. The per annum interest rate that is determined on the relevant determination date will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you invest. No inference should be drawn as to the magnitude will receive an amount of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlinterest that is lower than expected. We have no control over a history number of losses matters, including economic, financial, and a deficit net worth The Company’s expenses have exceeded its revenues since its formationpolitical events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the floating rate Subordinated Notes. It can SOFR may be expected that more volatile than other benchmark or market rates. Since the Company will continue to incur significant operating expenses and may continue to experience losses initial publication of SOFR, daily changes in the foreseeable future. As a resultrate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedhistorical actual or historical indicative data. In addition, as at June 30, 2010the return on and value of the SOFR-linked Subordinated Notes may fluctuate more than floating rate securities that are linked to less volatile rates. Changes in the calculation of SOFR could adversely affect the amount of interest that accrues on the SOFR-linked Subordinated Notes and the trading prices for the SOFR-linked Subordinated Notes. Because SOFR is published by FRBNY based on data received from other sources, we had a deficit net worth that may hinder our ability to receive financing in the futurehave no control over its determination, calculation, or publication. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the Company interests of investors in the SOFR-linked Subordinated Notes. If the manner in which SOFR is correct calculated is changed, that change may result in its assessment. Notes a reduction in the amount of interest that accrues on the SOFR-linked Subordinated Notes, which are not voluntarily converted by may adversely affect the remaining note holders will automatically convert into shares trading prices of the Company’s common stock on or before May 31SOFR-linked Subordinated Notes. In addition, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest rate on the notes in cash SOFR-linked Subordinated Notes for any day will not be adjusted for any modification or convert amendment to SOFR for that day that FRBNY may publish if the interest rate for that day has already been determined prior to such amount into shares of its common stockpublication. If all of Further, if the notes are convertedBenchmark rate on the SOFR-linked Subordinated Notes for any interest period declines to zero or becomes negative, then the Company will issue an additional 264,215 shares to the note holders in exchange Benchmark rate for such notesinterest period will be deemed to be zero. There is no assurance that changes in SOFR could not have a material adverse effect on the yield on, value of, and market for the SOFR-linked Subordinated Notes.

RISK FACTORS. An The Issuer and the Guarantor believe that the following factors may affect their ability to fulfill their obligations under Notes issued under the Programme. All of these factors are contingencies which may or may not occur and neither the Issuer nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below. However, the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer and the Guarantor do not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated by reference therein) relating to the Programme and reach their own investment decisions after carefully considering with their financial, legal, regulatory, tax, accounting and other advisers, the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investments portfolio) prior to making any investment decision. RISKS RELATING TO THE GUARANTOR AND THE SWIRE PACIFIC GROUP AS A WHOLE The Guarantor is a holding company that is dependent upon the performance of its subsidiaries and joint venture and associated companies. The Guarantor is the holding company of a group that engages principally in property investment and development, aviation, beverages, marine services and trading and industrial businesses through its subsidiaries and joint venture and associated companies. The ability of the Guarantor to make payments to holders of the Notes pursuant to the Guarantee depends largely upon the receipt of dividends, distributions, interest or advances from its subsidiaries and joint venture and associated companies. The ability of these subsidiaries and joint venture and associated companies to make such payments is subject to each company’s respective results of operations and financial condition. Any economic slowdown, financial market turmoil, local or international political event, epidemic, pandemic, severe weather condition or natural disaster could adversely affect the profitability, results of operations and financial condition of the Swire Pacific Group. The activities of Swire Pacific and its subsidiaries and joint venture and associated companies (the “Swire Pacific Group” or the “Group”) are based principally in Hong Kong, but also include operations in the Notes Chinese Mainland, Taiwan and Warrants elsewhere in Asia and in the United States. Any economic slowdown, financial market turmoil (including fluctuations in foreign currency), local or international political event (including war, terrorism, social unrest and public order event), contagious disease (such as COVID-19), severe weather condition or natural disaster in or affecting the markets in which the Swire Pacific Group operates could have a material adverse effect on the profitability, results of operations and financial condition of the Swire Pacific Group. The Swire Pacific Group’s loss attributable to shareholders was HK$792 million for the six months ended 30th June, 2021 and HK$10,999 million for the year ended 31st December, 2020. A negative change in credit ratings of the Swire Pacific Group could adversely affect its profitability and financial position. From time to time, the Swire Pacific Group obtains financing from the capital markets. A negative change in credit ratings of the Guarantor may adversely affect the availability of financing on terms acceptable to the Swire Pacific Group and may increase its borrowing costs, which could adversely affect its profitability and financial position. RISKS RELATING TO THE GROUP’S PROPERTY DIVISION The division is speculative dependent on rental income from its investment property portfolio. Any downturn in the rental market for office, retail and illiquid residential properties could negatively affect the demand for the division’s rental properties and involves the amount of rental income it earns. The division may not be able to complete or deliver property development projects on time, on budget or at all. The progress and costs of a high degree of riskdevelopment project can be adversely affected by many factors, including the risk delays in obtaining necessary licences or approvals from governments, relocation of a loss existing residents, demolition of your entire investment. You should carefully consider the risks existing buildings and uncertainties described belowshortages of materials, the risks set forth in our filings with the SEC equipment, contractors and the other information contained in this Agreement before purchasing any Notes and Warrantsskilled labour. The division may face significant risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If before realising any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk benefits from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formationproperty development. It can be expected that the Company will continue take a number of years and involve substantial cost outlay to incur significant operating expenses and may continue to experience losses complete a sizeable property development. Consequently, changes in the foreseeable futurebusiness environment during the length of the project may affect the revenue and cost of the development, which in turn may affect the profitability of the project. As a result, the Company canThe division may not predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitabilitygenerate adequate returns on its properties held for long-term investment purposes. The investment returns available from real estate depend to a large extent on the amount of capital appreciation generated, if achievedincome earned from the rental of the relevant properties as well as the expenses incurred. Maximising yields from properties held for long-term investment also depends to a large extent on active management and maintenance of the properties. The ability to dispose of investment properties eventually will also depend on market conditions and levels of liquidity, which may be limited or subject to significant fluctuation in the case of certain types of commercial properties. The division faces competition in Hong Kong and the Chinese Mainland that could adversely affect its business and financial position. Competition between property developers in Hong Kong and the Chinese Mainland is intense and may result in increased costs of acquiring land for development, oversupply of properties, a decrease in property prices, a slowdown in the rate at which new property developments will be approved by the relevant government authorities, an increase in construction costs and difficulty in obtaining high quality contractors and qualified employees. The division is principally dependent on the performance of real estate markets in which it operates, principally Hong Kong and the Chinese Mainland. Any downturn or other adverse change in the real estate market in Hong Kong, the Chinese Mainland or any other markets where the Group operates (for example, as a result of any local or international political events (including war, terrorism, social unrest and pubic order events), in or affecting Hong Kong, the Chinese Mainland or any such other markets) could adversely affect the profitability and financial position of the division. Any economic slowdown or financial market turmoil may adversely affect the division’s business. Any economic slowdown or financial market turmoil may adversely affect the business of the tenants of the division’s office and retail properties and potential purchasers of its trading properties, reduce demand for hotel accommodation and put pressure on the division’s revenues, which could adversely affect the profitability and financial position of the division. The division may not be able to continue to attract and retain quality tenants. Any increase in the supply of properties which compete with those of the division or any reduction in the demand for properties would increase the competition for tenants and as a result the division may have to reduce rent or incur additional costs to make its rental properties more attractive. If the division fails to attract well-known brands as tenants or keep existing tenants, its investment properties may become less attractive and competitive. The division may not always be able to obtain suitable land reserves at reasonable cost. In additionHong Kong, as at June 30, 2010, we had suitable new development sites of significant size are not easy to obtain due to strong competition from other developers and the limited amount of undeveloped land and such development sites have generally become more scarce and expensive in recent years. The government of the Chinese Mainland controls the availability of land in the Chinese Mainland and its land supply policies have a deficit net worth that may hinder our direct impact on the division’s ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 acquire land use rights and its costs of convertible notes since its inceptionacquisition. The Company Chinese Mainland property industry is in susceptible to the process of seeking conversion of such notes to common stock macroeconomic policies and has contacted all austerity measures of the note holders regarding conversion. As government of the date Chinese Mainland. From time to time, the government of this Agreementthe Chinese Mainland adjusts its monetary and economic policies to prevent and curtail the overheating of the national and provincial economies, holders which may affect the real estate markets in which the division operates. Any action by the government of $1,236,000 the Chinese Mainland concerning the economy or the real estate industry in particular could have executed a material adverse effect on the division’s financial condition and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares results of common stockoperations. The Company expects most if not all division may be adversely affected by the outbreak of a contagious disease. The outbreak of a contagious disease (such as COVID-19) may reduce demand for hotel accommodation, lower retail sales, adversely affect the business of the tenants of the division’s office and retail properties and potential purchasers of its remaining note holders to voluntarily convert their notes to shares trading properties and put pressure on revenues, which could adversely affect the profitability and financial position of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notesdivision.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the following risks and other information in this information statement in evaluating us and our common stock. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition. The risk factors generally have been separated into five groups: risks related to the Separation and the Distribution, risks related to our business, risks related to operating in our industry, risks related to the capital markets and risks related to our common stock. Risks Related to the Separation and the Distribution We may not realize the anticipated benefits from the Separation and the Distribution, and our historical combined and pro forma financial information is not necessarily indicative of our future prospects. We may not realize the anticipated benefits we expect from the Separation and the Distribution. In addition, we will incur significant costs, including those described below, which may exceed our estimates, and we will incur some negative effects from the risks set forth Separation, including loss of scale and access to some of the financial, managerial and professional resources from which we have benefited in the past. Our historical combined and unaudited pro forma combined financial information included in this Information Statement is not necessarily indicative of our future financial condition, future results of operations or future cash flows, nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented. In particular, the historical combined financial information included in this Information Statement is not necessarily indicative of our future financial condition, results of operations or cash flows. Also, the historical combined financial information presented herein may not fully reflect the costs associated with the Separation and the Distribution, including the settlement of intercompany accounts and all costs related to being an independent public company. We based the pro forma adjustments included in this Information Statement on available information and assumptions that we believe are reasonable. These adjustments, however, may overstate the value of our assets or understate the amount of our liabilities. Accordingly, our unaudited pro forma combined financial statements are not necessarily indicative of our future financial condition or future results of operations. The obligations associated with being a public company will require significant resources and management attention. Following the effectiveness of the registration statement of which this Information Statement forms a part, we will be directly subject to such reporting and other obligations under the Exchange Act and beginning with our 2016 fiscal year, we expect to be compliant with the applicable requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), which will require, in the future, annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing the effectiveness of these controls. As an independent public company, we are required to, among other things: · prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws and the exchange rules; · maintain an internal audit function; · institute our own financial reporting and disclosure compliance functions; · establish an investor relations function; · establish internal policies, including those relating to trading in our filings securities and disclosure controls and procedures; and · comply with the SEC rules and regulations implemented by the SEC, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and the Public Company Accounting Oversight Board. These reporting and other information contained obligations place significant demands on our management and our administrative and operational resources, including accounting resources, and may face increased legal, accounting, administrative and other costs and expenses relating to these demands. Our investment in this Agreement before purchasing any Notes compliance with existing and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks evolving regulatory requirements may result in increased administrative expenses and uncertainties may exist that a diversion of management's time and attention from revenue-generating activities to compliance activities, which could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, have a material adverse effect on our business, financial condition, prospects and/or results of operations could sufferand cash flows. In such eventUntil the Distribution occurs, LS has sole discretion to change the terms of the Distribution in ways that may be unfavorable to us. Until the Distribution occurs, our business will be an operating segment of LS. Although the LS board of directors approved in February 2015 a plan to distribute to its stockholders all of the shares of common stock of Group, the value Distribution remains subject to the satisfaction or waiver of certain conditions, some of which are in the sole and absolute discretion of LS. Additionally, LS has the sole and absolute discretion to change certain terms of the securities you are purchasing Distribution, which changes could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as unfavorable to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedus. In addition, as LS may decide at June 30, 2010any time prior to the completion of the Distribution not to proceed with the Distribution. In connection with the Separation and the Distribution, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock will assume, and has contacted indemnify LS for, all of LS’ liabilities. In connection with the note holders regarding conversionMerger Agreement, we will indemnify Pyxis for all of LS’ liabilities relating to the LookSmart Business. As If we are required to act under these indemnities, we may need to divert cash to meet those obligations, which could adversely affect our financial results. Pursuant to our agreements with LS and Pyxis, we will agree to indemnify LS and Pyxis for certain liabilities. Indemnities that we may be required to provide LS and Pyxis are not subject to any cap, may be significant and could negatively affect our business, particularly indemnities relating to our actions that could affect the tax-free nature of the date Separation. Third parties could also seek to hold us responsible for any of this the liabilities that LS has agreed to retain pursuant to the Merger Agreement, holders and under certain circumstances, we may be subject to continuing contingent liabilities of $1,236,000 have executed LS following the Separation, such as certain shareholder litigation claims. Our indemnification obligations to LS and returned conversion agreements Pyxis could negatively affect our business, results of operations, liquidity and financial condition. After the Separation and the Distribution, LS’ insurers may deny coverage to us for losses associated with occurrences prior to the CompanySeparation, thereby converting such debt obligations to 107,420 shares of common stockand we may no longer be covered under LS’ insurance policies or performance, surety and other bonds. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stockFurthermore, but there can be no assurance that we will be able to obtain insurance coverage or performance, surety and other bonds following the Company Separation and the Distribution on terms that justify their purchase, and any such insurance coverage or performance, surety and other bonds may not be adequate to offset costs associated with certain events. After the Separation and the Distribution, LS’ insurers may deny coverage to us for losses associated with occurrences prior to the Separation and/or the Distribution. Accordingly, we may be required to temporarily or permanently bear the costs of such lost coverage. As a result, we would have to obtain our own insurance policies after the Separation and/or Distribution is correct complete. Although we expect to maintain insurance against some, but not all, hazards that could arise from our operations, we can provide no assurance that we will be able to obtain such coverage at an acceptable cost, or at all, or that such coverage will be adequate to protect us from costs incurred with the insured events. The occurrence of an event that is not insured or not fully insured could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows in its assessmentthe future. Notes Transfer or assignment to us of some contracts and other assets may require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments and other assets in the future. Transfer or assignment of some of the contracts and other assets in connection with the Separation may require the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and we will need to enter into a new agreement with the third party to replicate the existing contract or assign the portion of the existing contract related to our business. Some parties may use the requirement of such a consent to seek more favorable contractual terms from us, which could include our having to obtain letters of credit or other forms of credit support. If we are unable to obtain such consents or such credit support on commercially reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to us as part of the Separation. In addition, where we do not voluntarily converted intend to obtain consent from third-party counterparties based on our belief that no consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not prevail, our ability to use these assets could be adversely impacted. The combined post-Distribution value of your shares may not equal or exceed the pre-Distribution value of LS shares. After the Distribution, LS common stock will continue to be traded on NASDAQ. We expect to apply to have our shares of common stock quoted on the OTC Pink marketplace. We cannot assure you that the combined trading prices of LS common stock and our common stock after the Distribution, as adjusted for any changes in the combined capitalization of both companies, will be equal to or greater than the trading price of LS common stock prior to the Distribution. Similarly, we cannot assure you that the combined trading prices of Pyxis common stock and our common stock after the Distribution and consummation of the other transactions contemplated by the remaining note holders Merger Agreement will automatically convert into shares be equal or greater than the trading price of LS common stock prior to the Distribution and other transactions contemplated by the Merger Agreement. Until the market has fully evaluated our business after the Distribution, the price at which our common stock trades may fluctuate significantly. We may not be able to access the credit and capital markets at the times and in the amounts needed and on acceptable terms. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including: (1) our financial performance, (2) our credit ratings or absence of a credit rating, (3) the liquidity of the Company’s common stock overall capital markets and (4) the state of the economy. There can be no assurance that we will have access to the capital markets on or before May 31, 2011 and the Company has no obligation terms acceptable to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stockus. If all of the notes we are converted, the Company will issue an additional 264,215 shares unable to obtain access to the note holders in exchange for such notescapital markets on acceptable terms or at all, our financial condition, liquidity and ability to fund our growth strategies could be materially and adversely affected.

RISK FACTORS. An investment in the 7.00% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Subordinated Notes”) issued by Southern States Bancshares, Inc., an Alabama corporation (the “Company,” “we,” “our” and Warrants is speculative and illiquid and “us”), involves a high degree number of risk, including the risk of a loss of your entire investmentrisks. You should read carefully and consider the following risks before making an investment decision. The following risks are not, however, exclusive or exhaustive, and uncertainties described belowonly represent typical risks that may impact an investment in the Subordinated Notes. In evaluating an investment in any of our securities, investors should consider carefully, among other things, the risks set forth previously disclosed under the heading “Risk Factors” in our filings the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) and its subsequent Quarterly Reports on Form 10-Q filed with the SEC, and such other information contained risk factors as the Company may disclose in this Agreement before purchasing any Notes other reports and Warrantsstatements filed or furnished with the SEC. The risks set forth below are order of these risk factors does not reflect their relative importance or likelihood of occurrence. Capitalized terms used but not otherwise defined herein have the only ones facing our Companymeanings ascribed to such terms in the Subordinated Notes. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospectsRisks Related to the Subordinated Notes You should not rely on indicative or historical data concerning the Secured Overnight Financing Rate (“SOFR”). If any Under the terms of the following risks actually materializeSubordinated Notes, our businessthe interest rate on the Subordinated Notes for each interest period during the floating rate period will be based on Three-Month Term SOFR, financial conditiona forward-looking term rate for a tenor of three months that will be based on SOFR (“Three-Month Term SOFR”) (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, prospects and/or operations could sufferin which case the rate of interest will be based on the next-available Benchmark Replacement). In such eventthe following discussion of SOFR, when we refer to SOFR-linked Subordinated Notes, we mean the value Subordinated Notes at any time when the interest rate on the Subordinated Notes is or will be determined based on SOFR, including Three-Month Term SOFR. SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to be a broad measure of the securities you are purchasing could declinecost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, and you could lose all or plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a substantial subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the money foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as general collateral finance repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. FRBNY currently publishes SOFR daily on its website at xxxxx://xxxx.xxxxxxxxxx.xxx/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only. FRBNY started publishing SOFR in April 2018. FRBNY has also started publishing historical indicative SOFRs dating back to 2014, although this historical indicative data inherently involves assumptions, estimates and approximations. You should not rely on this historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. The amount of interest payable on the Subordinated Notes will vary on and after October 26, 2027. As the interest rate of the Subordinated Notes will be calculated based on SOFR from and including October 26, 2027 to but excluding the maturity date or earlier redemption date and SOFR is a floating rate, the interest rate on the Subordinated Notes will vary on and after October 26, 2027. During this period, the Subordinated Notes will bear a floating interest rate set each quarterly interest period at a per annum rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 306 basis points; provided, that in the event that the Benchmark rate for any floating rate period is less than zero, the Benchmark rate for such floating rate period shall be deemed to be zero. The per annum interest rate that is determined on the relevant determination date will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you invest. No inference should be drawn as to the magnitude will receive an amount of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlinterest that is lower than expected. We have no control over a history number of losses matters, including economic, financial, and a deficit net worth The Company’s expenses have exceeded its revenues since its formationpolitical events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the floating rate Subordinated Notes. It can SOFR may be expected that more volatile than other benchmark or market rates. Since the Company will continue to incur significant operating expenses and may continue to experience losses initial publication of SOFR, daily changes in the foreseeable future. As a resultrate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedhistorical actual or historical indicative data. In addition, as at June 30, 2010the return on and value of the SOFR-linked Subordinated Notes may fluctuate more than floating rate securities that are linked to less volatile rates. Changes in the calculation of SOFR could adversely affect the amount of interest that accrues on the SOFR-linked Subordinated Notes and the trading prices for the SOFR-linked Subordinated Notes. Because SOFR is published by FRBNY based on data received from other sources, we had a deficit net worth that may hinder our ability to receive financing in the futurehave no control over its determination, calculation, or publication. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note interests of holders will automatically convert into shares of the Company’s common stock on or before May 31SOFR-linked Subordinated Notes. If the manner that SOFR is calculated is changed, 2011 and that change may result in a reduction in the Company has no obligation to repay any principal amounts amount of such notes but may either pay accrued interest that accrues on the notes in cash or convert such amount into shares of its common stock. If all SOFR-linked Subordinated Notes, which may adversely affect the trading prices of the notes are convertedSOFR-linked Subordinated Notes. In addition, the Company interest rate on the SOFR-linked Subordinated Notes for any day will issue an additional 264,215 shares not be adjusted for any modification or amendment to SOFR for that day that FRBNY may publish if the note holders in exchange interest rate for that day has already been determined prior to such publication. Further, if the Benchmark rate on the SOFR-linked Subordinated Notes for any interest period declines to zero or becomes negative, then the Benchmark rate for such notesinterest period will be deemed to be zero. There is no assurance that changes in SOFR could not have a material adverse effect on the yield on, value of, and trading prices of, the SOFR-linked Subordinated Notes.

RISK FACTORS. An investment in the 3.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Subordinated Notes”) issued by Southern States Bancshares, Inc., an Alabama corporation (the “Company,” “we,” “our” and Warrants is speculative and illiquid and “us”), involves a high degree number of risk, including the risk of a loss of your entire investmentrisks. You should read carefully and consider the following risks before making an investment decision. The following risks are not, however, exclusive or exhaustive, and uncertainties described belowonly represent typical risks that may impact an investment in the Subordinated Notes. In evaluating an investment in any of our securities, investors should consider carefully, among other things, the risks set forth previously disclosed under the heading “Risk Factors” in our filings the Company’s final prospectus filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(4) on August 12, 2021 and its subsequent Quarterly Report on Form 10-Q filed with the SEC, and such other information contained risk factors as the Company may disclose in this Agreement before purchasing any Notes other reports and Warrantsstatements filed or furnished with the SEC. The risks set forth below are order of these risk factors does not reflect their relative importance or likelihood of occurrence. Capitalized terms used but not otherwise defined herein have the only ones facing our Companymeanings ascribed to such terms in the Subordinated Notes. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospectsRisks Related to the Subordinated Notes You should not rely on indicative or historical data concerning the Secured Overnight Financing Rate (“SOFR”). If any Under the terms of the following risks actually materializeSubordinated Notes, our businessthe interest rate on the Subordinated Notes for each interest period during the floating rate period will be based on Three-Month Term SOFR, financial conditiona forward-looking term rate for a tenor of three months that will be based on SOFR (“Three-Month Term SOFR”) (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, prospects and/or operations could sufferin which case the rate of interest will be based on the next-available Benchmark Replacement). In such eventthe following discussion of SOFR, when we refer to SOFR-linked Subordinated Notes, we mean the value Subordinated Notes at any time when the interest rate on the Subordinated Notes is or will be determined based on SOFR, including Three-Month Term SOFR. SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to be a broad measure of the securities you are purchasing could declinecost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, and you could lose all or plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the “FICC”), a substantial subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). SOFR is filtered by FRBNY to remove a portion of the money foregoing transactions considered to be “specials.” According to FRBNY, “specials” are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular security. FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as general collateral finance repo transaction data and data on bilateral U.S. Treasury repo transactions cleared through the FICC’s delivery-versus-payment service. FRBNY states that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. FRBNY currently publishes SOFR daily on its website at xxxxx://xxxx.xxxxxxxxxx.xxx/markets/autorates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, limitations and indemnification obligations, including that FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only. FRBNY started publishing SOFR in April 2018. FRBNY has also started publishing historical indicative SOFRs dating back to 2014, although this historical indicative data inherently involves assumptions, estimates and approximations. You should not rely on this historical indicative data or on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Execution Version The amount of interest payable on the Subordinated Notes will vary on and after February 7, 2027. As the interest rate of the Subordinated Notes will be calculated based on SOFR from and including February 7, 2027 to but excluding the maturity date or earlier redemption date and SOFR is a floating rate, the interest rate on the Subordinated Notes will vary on and after February 7, 2027. During this period, the Subordinated Notes will bear a floating interest rate set each quarterly interest period at a per annum rate equal to the Benchmark rate (which is expected to be Three-Month Term SOFR) plus a spread of 205 basis points; provided, that in the event that the Benchmark rate for any floating rate period is less than zero, the Benchmark rate for such floating rate period shall be deemed to be zero. The per annum interest rate that is determined on the relevant determination date will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you invest. No inference should be drawn as to the magnitude will receive an amount of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlinterest that is lower than expected. We have no control over a history number of losses matters, including economic, financial, and a deficit net worth The Company’s expenses have exceeded its revenues since its formationpolitical events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the floating rate Subordinated Notes. It can SOFR may be expected that more volatile than other benchmark or market rates. Since the Company will continue to incur significant operating expenses and may continue to experience losses initial publication of SOFR, daily changes in the foreseeable future. As a resultrate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and SOFR over time may bear little or no relation to the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedhistorical actual or historical indicative data. In addition, as at June 30, 2010the return on and value of the SOFR-linked Subordinated Notes may fluctuate more than floating rate securities that are linked to less volatile rates. Changes in the calculation of SOFR could adversely affect the amount of interest that accrues on the SOFR-linked Subordinated Notes and the trading prices for the SOFR-linked Subordinated Notes. Because SOFR is published by FRBNY based on data received from other sources, we had a deficit net worth that may hinder our ability to receive financing in the futurehave no control over its determination, calculation, or publication. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note interests of holders will automatically convert into shares of the Company’s common stock on or before May 31SOFR-linked Subordinated Notes. If the manner that SOFR is calculated is changed, 2011 and that change may result in a reduction in the Company has no obligation to repay any principal amounts amount of such notes but may either pay accrued interest that accrues on the notes in cash or convert such amount into shares of its common stock. If all SOFR-linked Subordinated Notes, which may adversely affect the trading prices of the notes are convertedSOFR-linked Subordinated Notes. In addition, the Company interest rate on the SOFR-linked Subordinated Notes for any day will issue an additional 264,215 shares not be adjusted for any modification or amendment to SOFR for that day that FRBNY may publish if the note holders in exchange interest rate for that day has already been determined prior to such publication. Further, if the Benchmark rate on the SOFR-linked Subordinated Notes for any interest period declines to zero or becomes negative, then the Benchmark rate for such notesinterest period will be deemed to be zero. There is no assurance that changes in SOFR could not have a material adverse effect on the yield on, value of, and trading prices of, the SOFR-linked Subordinated Notes.

RISK FACTORS. An investment The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information included in or found in the Notes and Warrants is speculative and illiquid and involves a high degree of riskAnnexes attached to, this proxy statement/prospectus, including the risk of a loss of your entire investment. You matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 29, you should carefully consider the risks following risk factors as you, as a Dakota stockholder, decide how to vote your shares. You should also read and uncertainties described below, consider the risks set forth other information in our filings with the SEC this proxy statement/prospectus and the other information contained documents incorporated by reference in this Agreement before purchasing any Notes and Warrantsproxy statement/prospectus. The risks set forth below are not the only ones facing our CompanyPlease see “Where You Can Find More Information” beginning on page 139. Additional risks and uncertainties not presently known to Dakota or JR or that are not currently believed to be important also may exist that could also adversely affect our businessthe transactions and Dakota Gold following the transactions. Risks Related to the Transactions The transactions are subject to conditions, operations and prospectsincluding certain conditions that may not be satisfied or completed on a timely basis, if at all. If any Completion of the following risks actually materializetransactions is subject to certain closing conditions that make the completion and timing of the transactions uncertain. The conditions include, our businessamong others, financial conditionobtaining the requisite approval by the stockholders of Dakota for the consummation of the transactions, prospects and/or operations could suffer. In such eventas described in this proxy statement/ prospectus, the value absence of any governmental order preventing the consummation of the securities you are purchasing could decline, transactions and you could lose all or a substantial portion the effectiveness of the money that you investregistration statement of which this proxy statement/prospectus is a part. No inference should be drawn as See “The Agreement and Plan of Merger — Description of the Merger Agreement — Conditions to the magnitude Completion of any particular risk from its position the Transactions” beginning on page 68. Although Xxxxxx and JR have agreed in the list of risk factors. As used in these Risk Factorsmerger agreement to use their commercially reasonable efforts to obtain the requisite approvals and consents, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that these approvals will be obtained, and these approvals may be obtained later than anticipated. If permitted under applicable law, either Dakota or JR may waive a condition for its own respective benefit and consummate the Company transactions even though one or more of these conditions has not been satisfied. Any determination whether to waive any condition will be made by Xxxxxx xx XX at the time of such waiver based on the facts and circumstances as they exist at that time. In the event that a condition to the merger agreement is correct waived, Xxxxxx currently intends to evaluate the materiality of any such waiver and its effect on the stockholders of Dakota, in its assessmentlight of the facts and circumstances at the time to determine whether any re-solicitation of proxies is required in light of such waiver. Notes which Failure to complete the transactions may negatively impact the share price of Dakota and the future business and financial results of each of Dakota and JR. The merger agreement provides that either Dakota or JR may terminate the merger agreement if the transactions are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock completed on or before May 31June 30, 2011 2022. If the transactions are not completed on a timely basis, Dakota’s and JR’s ongoing businesses may be adversely affected. If the transactions are not completed at all, Dakota and JR will be subject to a number of risks, including the following: • being required to pay costs and expenses relating to the transactions, such as legal, accounting, financial advisory and printing fees; and • time and resources committed by each company’s management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities. If the transactions are not completed, the price of Dakota common stock may decline to the extent that the current market price reflects a market assumption that the transactions will be completed and that the related benefits will be realized, or a market perception that the transactions were not completed due to an adverse change in the business of Dakota or JR. Xxxxxx Xxxx’s results of operations and financial condition following the transactions may materially differ from the pro forma information presented in this proxy statement/prospectus. The unaudited pro forma condensed consolidated combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Xxxxxx Xxxx’s actual results of operations and financial condition would have been had the transactions been completed on the dates indicated. The unaudited pro forma condensed consolidated combined financial information reflects adjustments, which are based upon preliminary estimates, to record the Dakota identifiable assets to be acquired and liabilities to be assumed at fair value, and the Company has no obligation resulting goodwill to repay any principal amounts be recognized. The purchase price allocation reflected is preliminary, and final allocation of such notes the purchase price will be based upon the actual purchase price and the fair value of the assets acquired and liabilities assumed in the transactions. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. The unaudited pro forma condensed combined financial information is also based on a number of other estimates and assumptions, including the related fees and expenses. Xxxxxx and JR will incur significant transaction costs in connection with the transactions. Xxxxxx and JR expect to pay significant transaction costs in connection with the transactions. These transaction costs include, but may either are not limited to, legal and accounting fees and expenses, SEC filing fees, printing expenses, mailing expenses and other related charges. A significant portion of the transaction costs will be incurred regardless of whether the transactions are consummated. Dakota and JR will each generally pay accrued interest its own costs and expenses in connection with the transactions. While the transactions are pending, Dakota and JR will be subject to business uncertainties, as well as contractual restrictions under the merger agreement that could have an adverse effect on the notes in cash or convert such amount into shares businesses of its common stockDakota and JR. Uncertainty about the effect of the transactions on Dakota and JR employees and their business relationships may have an adverse effect on Dakota and JR and, consequently, on JR following the consummation of the transactions. These uncertainties could impair the ability of Xxxxxx and JR to retain and motivate key personnel until and after the consummation of the transactions and could cause third parties who deal with Xxxxxx and JR to seek to change existing business relationships with them. If all key employees depart or if third parties seek to change business relationships with Xxxxxx and JR, Xxxxxx Xxxx’s business following the consummation of the notes are convertedtransactions could be adversely affected. In addition, the Company will issue an additional 264,215 shares merger agreement restricts Dakota, without JR’s consent and subject to certain exceptions, from making certain future acquisitions, partnerships and taking other specified actions until the note holders transactions are completed or the merger agreement terminates. The merger agreement also obligates Dakota and JR to generally operate their businesses in exchange for such notesthe ordinary course, consistent with past practice until the consummation of the transactions or the termination of the merger agreement. These restrictions may prevent Xxxxxx from pursuing otherwise attractive business opportunities that may arise prior to completion of the transactions or termination of the merger agreement, or Dakota and JR from making changes to their respective businesses outside of the ordinary course.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree The description of risk, including the risk of a loss of your entire investmentfactors relating to the combination set out below is materially complete. You Shareholders should carefully consider the risks and uncertainties described below, following risk factors before deciding how to vote or instruct their vote to be cast to approve the risks matters relating to the combination. In addition to the risk factors relating to the combination set forth in our filings with the SEC and the other information contained out in this Agreement before purchasing any Notes and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference circular, shareholders should be drawn as to also carefully consider the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factorsfactors set out on pages X-00, “we” X-00 and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporationC-23. RISKS RELATED RELATING TO THE COMPANY COMBINATION KINROSS, TVX AND ITS BUSINESS Our products represent new and rapidly evolving technologies ECHO BAY MAY NOT INTEGRATE SUCCESSFULLY. The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on combination will involve the marketability and profitability integration of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected companies that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable futurepreviously operated independently. As a result, the Company combination will present challenges to management, including the integration of the operations, systems, technologies and personnel of the three companies, and special risks, including possible unanticipated liabilities, unanticipated costs, diversion of management's attention, operational interruptions and the loss of key employees, customers or suppliers. The difficulties Kinross' management encounters in the transition and integration processes could have a material adverse effect on the revenues, level of expenses and operating results of the combined company. As a result of these factors, it is possible that Kinross will not achieve anticipated cost reductions and synergies or that other benefits expected from the combination will not be realized. TVX AND ECHO BAY DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE INTERESTS IN THE COMBINATION THAT ARE DIFFERENT FROM THOSE OF TVX AND ECHO BAY SHAREHOLDERS. In considering the recommendation of the boards of directors of TVX and Echo Bay to vote for the arrangement, shareholders should be aware that members of the TVX and Echo Bay boards and management teams have agreements or arrangements that provide them with interests in the combination that differ from, or are in addition to, those of TVX or Echo Bay shareholders generally. For additional information on the interests described in this risk factor, see "Interests of Directors and Executive Officers of Kinross, TVX and Echo Bay in the Arrangement" on page S-30. CHANGES IN THE VALUE OF KINROSS COMMON SHARES WILL AFFECT THE VALUE OF THE CONSIDERATION RECEIVED BY HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES IN THE ARRANGEMENT. The specific dollar value of the consideration that TVX and Echo Bay shareholders will receive in the arrangement will depend on the market price of Kinross common shares on the effective date of the combination. The exchange ratios are fixed and they will not increase or decrease due to fluctuations in the market price of Kinross common shares. If the market price of Kinross common shares increases or decreases, the market value of the Kinross common shares that TVX and Echo Bay shareholders receive will correspondingly increase or decrease. Because the date that the combination is completed may be later than the date of the special meetings of TVX and Echo Bay shareholders, the price of Kinross common shares on the effective date of the combination may be higher or lower than the price on the date of the applicable special meeting. Many of the factors that affect the market price of Kinross common shares are beyond the control of Kinross. These factors include fluctuations in the price of gold, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations. IF THE KINROSS SHAREHOLDER RIGHTS PLAN IS NOT TERMINATED PRIOR TO THE EFFECTIVE DATE OF THE ARRANGEMENT, SHAREHOLDERS OF TVX AND ECHO BAY MAY SUFFER ADVERSE CANADIAN TAX CONSEQUENCES. It is not a condition of the combination that the Kinross shareholder rights plan be terminated prior to the effective date of the combination. If the Kinross shareholder rights plan is not so terminated and as a result the holders of TVX common shares and holders of Echo Bay common shares acquire rights under such plan under the arrangement, the arrangement may be a taxable event under Canadian law to TVX and Echo Bay shareholders. Holders of TVX common shares and holders of Echo Bay common shares may be treated as having disposed of their TVX common shares and Echo Bay common shares for proceeds equal to the aggregate of the fair market value of the Kinross common shares (and cash received in lieu of a fractional share, if applicable) and any rights under the Kinross shareholder rights plan received in exchange therefor. A recent position taken by the Canada Customs and Revenue Agency (which we refer to in this circular as the "CCRA") on a shareholder rights plan indicates that holders may be assessed on this basis. Neither the Echo Bay board of directors nor its independent committee addressed the possibility that the arrangement might be taxable to Echo Bay shareholders under Canadian tax law if the Kinross shareholder rights plan was not terminated. S-19 As of June 10, 2002, Newmont Mining Corporation of Canada Limited, a wholly-owned subsidiary of Newmont, beneficially owned 45.2% of the Echo Bay common shares and pursuant to a lock-up agreement has agreed to vote its Echo Bay common shares in favour of Echo Bay's participation in the arrangement. The Newmont lock-up agreement provides that Newmont and Newmont Canada may terminate the lock-up agreement if Kinross' shareholders do not authorize the termination of Kinross' shareholder rights plan at Kinross' special meeting and the arrangement cannot predict whenotherwise be structured as a tax-deferred rollover under Canadian law. No assurance can be given that Newmont or Newmont Canada will terminate the lock-up agreement if Kinross' shareholder rights plan is not authorized to be terminated or that, even if everthe lock-up agreement is terminated, it might achieve profitability and cannot be certain that it Newmont Canada will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing vote against Echo Bay's participation in the futurearrangement. We have convertible notes outstanding The Company TVX'S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE COMBINATION AGREEMENT IS NOT CONDITIONAL UPON THE RECEIPT OF A TAX OPINION OF U.S. COUNSEL. TVX has sold $4,181,000 received a tax opinion of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As U.S. counsel dated as of the date of this Agreementcircular and does not anticipate receiving a tax opinion of U.S. counsel on the effective date of the arrangement. If factual circumstances of Kinross or TVX change after the date of the circular, or if there is a change in applicable law after the date of the circular, U.S. holders of $1,236,000 have executed TVX common shares may not be able to rely on the conclusions expressed in the opinion of Stoel Rives LLP (U.S. counsel to TVX) described under "Material United States Federal Income Tax Considerations of the Arrangement -- Tax Consequences of the Arrangement to TVX U.S. Shareholders", and returned conversion agreements the tax consequences of the arrangement may be adverse to the Companyholders of TVX common shares, thereby converting such debt obligations to 107,420 including the potential recognition by U.S. holders of TVX common shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares gain as a result of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares amalgamation of the Company’s common stock on or before May 31, 2011 TVX and the Company has no obligation to repay any principal amounts wholly-owned subsidiary of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares Kinross pursuant to the note holders in exchange for such notesarrangement.

RISK FACTORS. An investment Investment in the Notes and Warrants is speculative and illiquid and our common stock involves a high degree of risk. In addition to the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk of a loss of your entire investment. You you should carefully consider the risks described below and in the section titled “Risk Factors” in our Annual Report on Form 10-K for our most recent fiscal year filed with the SEC, subsequent Quarterly Reports on Form10-Q, any amendment or updates thereto reflected in subsequent filings with the SEC, and in other reports we file with the SEC that are incorporated by reference herein, before making an investment decision. The following risks are presented as of the date of this prospectus supplement and we expect that these will be updated from time to time in our period and current reports filed with the SEC, which will be incorporated herein by reference. Many of the following risks and uncertainties are, and will continue to be, exacerbated by the COVID-19 pandemic and any resulting worsening of the global business and economic environment. Please refer to these subsequent reports for additional information relating to the risks associated with investing in our common stock. The risks and uncertainties described belowtherein and below could materially adversely affect our business, operating results and financial condition, as well as cause the risks set forth in value of our filings with the SEC and common stock to decline. You may lose all or part of your investment as a result. You should also refer to the other information contained in this Agreement before purchasing prospectus supplement and the accompanying prospectus, or incorporated by reference, including our financial statements and the notes to those statements, and the information set forth under the caption “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned below. Forward- looking statements included in this prospectus supplement are based on information available to us on the date hereof, and all forward-looking statements in documents incorporated by reference are based on information available to us as of the date of such documents. We disclaim any Notes and Warrantsintent to update any forward-looking statements. The risks set forth described below and contained in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and in our other periodic reports are not the only ones facing our Companythat we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may exist that could also adversely affect our businessbusiness operations. Risks Relating to this Offering Our management team may invest or spend the proceeds of this offering in ways with which you may not agree or in ways which may not yield a significant return. Our management will have broad discretion over the use of proceeds from this offering. We intend to use the net proceeds, operations if any, from this offering for general corporate purposes, which may include, among other things, clinical trials, product candidate development and prospectsmanufacturing activities for IkT-148009 and IkT-001Pro or other product candidates, other research and development activities, capital expenditures, selling, general and administrative costs, facilities expansion, and to meet working capital needs. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments, although we have no commitments or agreements to enter into such licenses, acquisitions or investments. See “Use of Proceeds.” Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our common stock. You may experience immediate and substantial dilution in the net tangible book value per share of the common stock you purchase. The price per share of our common stock being offered may be higher than the net tangible book value per share of our common stock outstanding prior to your purchase and in such case, you will suffer immediate dilution based on the difference between the price you pay per share of our common stock and our net tangible book value per share at the time of your purchase. As of March 31, 2022, our net tangible book value per share, excluding all outstanding options and warrants, was $1.35. We will need additional capital. If any we are unable to raise sufficient capital, we will be forced to delay, reduce or eliminate product development programs. Developing pharmaceutical products, including conducting preclinical studies and clinical trials, is expensive and we expect our capital expenditures to continue to be significant in the foreseeable future. We expect our research and development expenses to increase with our ongoing activities, particularly activities related to clinical trials and manufacturing activities for IkT-148009 and IkT-001Pro and product candidate development. We may need to raise substantial additional capital to complete the development and commercialization of IkT-1480009, IkT-001Pro, or other product candidates, and depending on the following risks actually materializeavailability of capital, may need to delay or cease development of some of our businessproduct candidates. Even if we raise additional capital, financial conditionwe may elect to focus our efforts on one or more development programs and delay or cease other development programs. Until we can generate sufficient revenue from our product candidates, prospects if ever, we expect to finance future cash needs through public or private equity offerings, debt financings, corporate collaborations and/or licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs. Raising additional funds by issuing securities or through licensing arrangements may cause dilution to stockholders, restrict our operations or require us to relinquish proprietary rights. To the extent that we raise additional capital through the sale of equity or convertible debt securities, stockholders will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing, if available at all, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, product candidates or future revenue streams or grant licenses on terms that are not favorable to us. We may also seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time. There can be no assurance that we will be able to obtain additional funding if, and when necessary. If we are unable to obtain adequate financing on a timely basis, we could sufferbe required to delay, curtail or eliminate one or more, or all, of our development programs or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. You may experience future dilution as a result of future equity offerings. In such eventorder to raise additional capital, in the future we expect to offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or other securities convertible into or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering. To the extent that outstanding options or warrants to purchase common stock are exercised, investors purchasing our common stock in this offering may experience further dilution. The common stock offered hereby will be sold in “at the market offerings” and investors who buy shares at different times will likely pay different prices. Investors who purchase shares in this offering at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the securities you shares they purchase in this offering as a result of sales made at prices lower than the prices they paid. The actual number of shares of common stock we may issue under the Equity Distribution Agreement and the aggregate proceeds resulting from those sales, at any one time or in total, is uncertain. Subject to certain limitations in the Equity Distribution Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to Xxxxx Xxxxxxx at any time throughout the term of the Equity Distribution Agreement. The number of shares that are purchasing could declinesold through Xxxxx Xxxxxxx after delivering a placement notice will fluctuate based on a number of factors, including the market price of our common stock during the sales period, the limits we set with Xxxxx Xxxxxxx in any applicable placement notice, and you could lose all the demand for our common stock during the sales period. Because the price of each share sold will fluctuate during the sales period, it is not currently possible to predict the number of shares of common stock that will ultimately be issued by us under the Equity Distribution Agreement or aggregate proceeds to be raised in connection with those sales. Sales of a substantial portion significant number of the money that you invest. No inference should be drawn as to the magnitude shares of any particular risk from its position our common stock in the list public markets, or the perception that such sales could occur, could depress the market price of risk factorsour common stock. As used Sales of a significant number of shares of our common stock in these Risk Factorsthe public markets, “we” or the perception that such sales could occur as a result of our utilization of our shelf registration statement, the Equity Distribution Agreement or otherwise could depress the market price of our common stock and “our” refers impair our ability to raise capital through the Company, InVivo Therapeutics Corp., sale of additional equity securities. We cannot predict the effect that future sales of our common stock or the market perception that we are permitted to sell a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and significant number of our securities would have on the marketability and profitability market price of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlour common stock. We have a history do not anticipate paying dividends on our common stock in the foreseeable future. We currently plan to invest all available funds, including the proceeds from this offering and future earnings, if any, in the development and growth of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formationour business. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses We currently do not anticipate paying any cash dividends on our common stock in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing rise in the future. We have convertible notes outstanding The Company has sold $4,181,000 market price of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s our common stock, but there can which is uncertain and unpredictable, will be no assurance that your sole source of potential gain in the Company is correct foreseeable future, and you should not rely on an investment in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s our common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notesdividend income.

RISK FACTORS. In these Risk Factors, the word “notes” refers to the Fixed-to-Floating Rate Subordinated Notes which are the subject of this offering, the word “the Company” refers to BancFirst Corporation (exclusive of its subsidiaries unless otherwise expressly stated or the context otherwise requires), and the word “the Banks” refers to BancFirst and Pegasus Bank, unless otherwise expressly stated or the context otherwise requires. When these Risk Factors use the words “we,” “us,” and “our,” they refer to the Company and its subsidiaries (including the Banks) unless otherwise expressly stated or the context otherwise requires. Terms capitalized but not otherwise defined in these Risk Factors have the meanings given to them in the notes. An investment in the Notes and Warrants is speculative and illiquid and notes involves a high degree number of risk, including the risk of a loss of your entire investmentrisks. You should carefully consider the risks described in these Risk Factors, as well as the risks, uncertainties and uncertainties described below, the risks set forth assumptions discussed in our filings Annual Report on Form 10-K for the year ended December 31, 2020, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, which are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC and in the other information contained in this Agreement before purchasing any Notes and Warrantsfuture. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist You should also note, however, that could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, our business, financial condition, results of operations and prospects and/or may have changed since the respective dates of those reports. These Risk Factors and those incorporated herein by reference do not describe all of those risks. Our business, financial condition, and results of operations could sufferbe materially adversely affected by any of these risks. In such eventThe value of the notes could decline due to any of these risks, and you may lose all or part of your investment. The order of these Risk Factors does not reflect their relative importance or likelihood of occurrence. Risks Related to an Investment in the Notes The amount of interest payable on the notes will be fixed from and including June 17, 2021 to but excluding June 30, 2031. During the fixed rate period, the notes will bear interest at an initial rate of 3.50% per annum. The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, and increases in prevailing interest rates could have an adverse effect on the value of the securities you are purchasing could declinenotes. The amount of interest payable on the notes will vary from and including June 30, and you could lose all 2031. During the floating rate period, the notes will bear interest at a floating rate per annum equal to Three-Month Term SOFR plus a spread of 229 basis points, or a substantial portion such other rate as determined pursuant to the terms of the money note, subject to certain provisions of the notes. The per annum interest rate that is determined at the reference time for each interest period will apply to the entire quarterly interest period following such determination date even if the Benchmark rate increases during that period. Floating rate notes bear additional significant risks not associated with fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you invest. No inference should be drawn as to the magnitude will receive an amount of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlinterest that is lower than expected. We have no control over a history number of losses matters, including economic, financial, and a deficit net worth The Company’s expenses political events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the notes. In recent years, interest rates have exceeded its revenues since its formation. It can been volatile, and that volatility may be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notes.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investmentrisks. You should carefully consider all of the risks and uncertainties described below, the risks set forth in our filings with the SEC and the other information contained in this Agreement Offering Memorandum, including the following risk factors, before purchasing any Notes and Warrantsdeciding to invest in the Notes. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If actual occurrence of any of the following risks actually materializecould have a material adverse effect on EDP's business, our financial condition, prospects or results of operations which may adversely affect the Issuer's ability to make payments and fulfil its other obligations under the Notes and EDP—Energias de Portugal, S.A.'s ability to fulfil its obligations to the Issuer under the Keep Well Agreement. The risk factors described below are not exhaustive, and are those that EDP believes are material, but these may not be the only risks and uncertainties that EDP faces. Additional risks not currently known or which are currently deemed immaterial may also have a material adverse effect on EDP's business, financial condition, prospects or results of operations or result in other events that could lead to a diminution of the Issuer's ability to fulfil its obligations, and be harmful and affect your investment in the Notes. EDP cannot ensure that, in the event of adverse scenarios, the policies and procedures it uses to identify, monitor and manage risks are effective. You could therefore lose a substantial portion or all of your investment in the Notes. Consequently, an investment in the Notes should only be considered by persons who can assume such risk. This Offering Memorandum also contains forward-looking statements that involve risks and uncertainties. The actual results could differ materially from those anticipated in such forward- looking statements as a result of certain factors, including the risks described below and elsewhere in this Offering Memorandum (see "Information Regarding Forward-Looking Statements"). Prospective investors should read the detailed information set out elsewhere in this Offering Memorandum (including the documents incorporated by reference herein) and reach their own views prior to making an investment decision. References in this section to "EDP "and the "Group" are to EDP and its subsidiaries. The occurrence of any of these risks could have a material adverse effect on EDP's business, financial condition, prospects and/or operations could sufferresults of operations. In such event, the value Risks relating to EDP's business activities The selling price and gross profit per unit of the securities you are purchasing could decline, and you could lose all or energy sold by EDP may decline significantly due to a substantial portion of the money that you invest. No inference should be drawn as deterioration in market conditions and/or exposure to the magnitude local market of any particular risk certain power plants. A decline in gross profit per unit of electricity or natural gas sold may result from its position a number of different factors, including: (i) an adverse imbalance between supply and demand in the list of risk factors. As used in these Risk Factors, “we” electricity and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses natural gas markets in the foreseeable future. As a resultcountries in which EDP operates or in other related energy markets; (ii) the performance of international and/or regional energy prices such as oil, the Company cannot predict whennatural gas, if evercoal, it might achieve profitability CO2 allowances and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 green certificates or guarantees of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock origin; (iii) below average rainfall or wind speed and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notes.solar incidence levels;

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described below, the risks set forth in our filings with the SEC and In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Five9 stockholders should carefully consider the following risks before deciding how to vote with respect to the merger proposal and non-binding compensation advisory proposal to be considered and voted on at the Five9 special meeting, together with general investment risks and all of the other information included in, or incorporated by reference into this Agreement before purchasing any Notes proxy statement/prospectus. This proxy statement/prospectus also contains forward-looking statements that involve risks and Warrantsuncertainties. Please read the section entitled “Cautionary Statement Regarding Forward-Looking Statements.” The risks described below are certain material risks, although not the only risks, relating to the transactions contemplated by the merger agreement and each of Zoom, Five9 and the surviving company in relation to the merger. The risks set forth described below are not the only ones facing our Companyrisks that Zoom or Five9 currently face or that Zoom or the surviving company will face after the completion of the merger. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may exist that could also materially and adversely affect our the business, financial condition and results of operations and prospectsof Zoom or the surviving company, or the market price of Zoom Class A common stock following the completion of the merger. If any of the following risks actually materializeand uncertainties develop into actual events, our these events could have a material adverse effect on the business, financial conditioncondition and results of operations of Zoom, prospects Five9 and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedsurviving company. In addition, as at June 30past financial performance may not be a reliable indicator of future performance, 2010, we had a deficit net worth that may hinder our ability and historical trends should not be used to receive financing anticipate results or trends in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted all of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Company is correct in its assessment. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of the Company’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notesfuture periods.

RISK FACTORS. An investment in the Notes Combined Company involves risks, which may be significant. The following describes the risks relating to the Merger, as well as the risks relating to the Combined Company and Warrants is speculative its business and illiquid shares. Many of the risks related to the Combined Company are inherent to the Combined Company’s business and involves are typical in the Combined Company’s industry. Each of the risks presented may have a high degree material effect on the Combined Company’s business, financial position and results of riskoperations. Shareholders should, including thus, carefully review the information contained in this Offering Circular, and, in particular, the risk factors described below. More information regarding the Combined Company and the reasons and benefits of the combination is presented in the section “Information on the Combined Company”. The risks presented describe YIT’s or Lemminkäinen’s existing business operations prior to the Merger, unless a loss section specifically refers to the Merger or business operations planned in conjunction with it. The description of your entire investmentrisk factors below is based on information available and estimates made on the date of this Offering Circular and, therefore, is not necessarily exhaustive. You should carefully consider Some of these factors are potential events that may or may not materialise, and as such neither YIT nor Lemminkäinen is able to present an estimate of the probability of such events materialising or failing to materialise. Should one or more of the risk factors described in this Offering Circular materialize, it could have a material adverse effect on the Combined Company’s business, financial position and results of operations. In addition to the risks and uncertainties described belowherein, the risks set forth in our filings with the SEC and the other information contained in this Agreement before purchasing any Notes and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks and uncertainties that are currently unknown or considered immaterial may exist that could also adversely affect our business, operations and prospects. If any have an adverse effect on the Combined Company’s business or on the market price of the following Combined Company’s shares, including the Merger Consideration Shares. Such risks actually materializeand uncertainties could cause investors to lose part or all of their investment. Certain factors related to the Combined Company’s business that should be considered before making an investment in the Combined Company have been explained alongside other matters in the section “Information on the Combined Company”, our “Information on YIT – Business of YIT” and “Information on Lemminkäinen – Business of Lemminkäinen”. The order in which the risk factors are presented in this Offering Circular is not intended to reflect the probability of their materialisation or potential impact on the Combined Company’s business, financial condition, prospects and/or position and results of operations. This Offering Circular also contains forward-looking statements that involve risks and uncertainties. The Combined Company’s actual results of operations could sufferdiffer materially from those contained in such forward-looking statements as a result of certain factors, such as, e.g. risks discussed below and elsewhere in this Offering Circular. In such eventSee “Forward-looking statements”. Risks relating to the Merger The number of Merger Consideration Shares will not be adjusted to reflect fluctuations in the market price of the shares in YIT or Lemminkäinen, and the value of the Merger Consideration for the purposes of the YIT Group’s consolidated financial reporting will be measured on the Effective Date. Pursuant to the Merger Plan, a fixed number of Merger Consideration Shares are being offered to Lemminkäinen’s shareholders. Therefore, the value of the securities you are purchasing could declineMerger Consideration Shares may be lower or higher on the Effective Date than on the date of this Offering Circular or the date on which the Extraordinary General Meeting of YIT or Lemminkäinen resolves upon the Merger. For YIT Groups consolidated financial reporting purposes, and you could lose all or a substantial portion value of the money that you investfixed number of Merger Consideration Shares will be determined on the Effective Date at the then-current market price to determine the total value of the Merger Consideration for purchase accounting purposes. No inference should be drawn as For further information about the financial statement impact of the Merger Consideration and its effects to the magnitude of any particular risk from its position Combined Company’s Unaudited Pro Forma Financial Information (as defined in the list section “Unaudited Pro Forma Financial Information”), see also “Unaudited Pro Forma Financial Information”. The number of risk factorsMerger Consideration Shares will not be adjusted to reflect fluctuations in the market price of shares in YIT or Lemminkäinen. As used in these Risk Factors, “we” Lemminkäinen’s and “our” refers YIT’s shareholders should therefore assess the Merger Consideration with reference to the Company, InVivo Therapeutics Corp., a Delaware corporationprevailing market price. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies There is no certainty that the Merger will be completed or its completion could not be delayed. The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization completion of the CompanyMerger is subject to satisfaction of several conditions or, to the extent permitted by applicable law, YIT’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its controlor Lemminkäinen’s decision to waive certain conditions. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses This has been described in more detail in the foreseeable futuresection “Merger of YIT and Lemminkäinen – Combination Agreement”. As a resultThe completion of the Merger is subject to, inter alia, approval of the Company canMerger by Lemminkäinen’s Extraordinary General Meeting so that shareholders of Lemminkäinen representing more than 20 per cent of all shares and voting rights in Lemminkäinen have not predict whendemanded redemption of their shares, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedas well as approval of the Merger by YIT’s Extraordinary General Meeting. In addition, the completion of the Merger subject to (i) the necessary approvals being obtained from the competition authorities, (ii) that the agreed financing for the Merger is available under its terms and conditions, (iii) that no acceleration clauses are triggered in either company’s financing arrangements with outstanding principal value of at least EUR 90,000,000, (iv) that no material adverse changes have taken place in relation to either company, (v) that the Combination Agreement remains in force, and (vi) that the execution of the Merger is registered with the Trade Register. For information on the conditions to the completion of the Merger in the Combination Agreement and the Merger Plan, see “Merger of YIT and Lemminkäinen – Merger Plan – Conditions for the Merger” and the Merger Plan, which is attached to this Offering Circular as Appendix E. The completion of the Merger is intended to be registered in the Finnish Trade Register either on or about November 1, 2017, or at June 30latest on January 1, 20102018, we had insofar as is possible (i.e. the Effective Date). The Boards of Directors of YIT and Lemminkäinen have, on July 27, 2017, proposed that the Extraordinary General Meetings of YIT and Lemminkäinen, which are to be held on September 12, 2017, will resolve on the Merger in accordance with the Merger Plan. The shareholders of YIT and Lemminkäinen representing at least two thirds of votes cast and shares represented at the Extraordinary General Meetings of YIT and Lemminkäinen, must approve the Merger in accordance with the Merger Plan. If the Extraordinary General Meetings of YIT and Lemminkäinen do not approve the Merger in the form proposed by the Boards of Directors of YIT and Lemminkäinen, the Merger will not be completed. Pursuant to the Finnish Companies Act, the Merger includes a deficit net worth creditor hearing process during which the creditors of the merging company (i.e. creditors of Lemminkäinen) may object to the Merger until the due date of the creditor hearing process. In the Merger, such due date is October 20, 2017. If any of Lemminkäinen’s creditors objects to the Merger and does not revoke such objection, the execution of the Merger is not registered until a competent district court has issued a confirmatory judgment stating that the opposing creditor has received payment for its receivables or that a security for the payment of the creditor’s receivables has been posted. If one or more creditors of Lemminkäinen object to the Merger in the creditor hearing process, the creditor hearing process could delay the completion of the Merger. For financing of the Merger, YIT has signed on August 24, 2017 New Financing Agreements (as defined in the section “Information on the Combined Company - Financing”). In the bridge financing agreement, Nordea and Danske Bank will act as lead arrangers and arrangers, and Danske Bank as agent. In the revolving credit facility Nordea, Danske Bank, OP Corporate Bank, Handelsbanken, SEB, Swedbank will act as lead arrangers and arrangers and LähiTapiola as arranger and Danske Bank as agent. If the Merger has not been completed by March 31, 2018, the financing of the Merger as per New Financing Agreements will be immediately cancelled in its entirety, which could delay the completion of the Merger or prevent it entirely. A delay in the completion of the Merger could have a material adverse effect on the Combined Company’s business, financial position and results of operations and a material adverse effect on the market price of the shares in YIT or Lemminkäinen. If the Merger is not completed due to the required conditions not being satisfied, this could have a material adverse effect on YIT’s or Lemminkäinen’s business, financial position and results of operations, as well as the market price of their shares. Additionally, the contributions of YIT’s and Lemminkäinen’s managements in the Merger will be lost and the significant Merger preparation costs will be borne by YIT and Lemminkäinen. The Merger may hinder our not necessarily be completed in the manner currently contemplated, which could have a material adverse effect on the estimated benefits of the Merger or the market price of the shares in YIT or Lemminkäinen. As described under “Merger of YIT and Lemminkäinen – Combination Agreement”, the completion of the Merger is conditional upon the satisfaction of several conditions or, to the extent permitted by applicable law, YIT’s or Lemminkäinen’s decision to waive certain conditions. Such conditions include obtaining approvals from the relevant competition authorities set forth in the Combination Agreement. There can be no assurance that such merger control approvals will be obtained or that any merger control approvals granted by the competition authorities will remain valid or unchanged. Furthermore, the terms and conditions of any merger control approvals related to the completion of the Merger may require, among other things, the divestment of certain assets anticipated to be part of the Combined Company. In such case, YIT or Lemminkäinen, as the case may be, may not necessarily be able to execute any such divestment within the required timeframe, at the desired price or at all, and any such divestment could have a material adverse effect on the Combined Company’s ability to receive financing realize some or any of the estimated benefits of the Merger. If the completion of the Merger is delayed or if the Merger is not completed due to the required conditions not being satisfied, or if any merger control approvals required to complete the Merger include material conditions, it could have a material adverse effect on the Combined Company’s, YIT’s or Lemminkäinen’s business, financial position and results of operations. In addition, this could have a material adverse effect on the market price of the shares in YIT or Lemminkäinen. The Combined Company may not necessarily be able to realize some or any of the estimated benefits of the Merger, and it may not necessarily be successful in combining the business operations of YIT and Lemminkäinen in the futuremanner or within the timeframe currently estimated. We have convertible notes outstanding The Company has sold $4,181,000 Achieving the estimated benefits of convertible notes since its inceptionthe Merger will depend largely on the timely and efficient combination of the business operations of YIT and Lemminkäinen. The Company is in the process of seeking conversion of such notes to common stock combination will involve certain risks and has contacted all of the note holders regarding conversionuncertainties, and. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stock, but there can be no assurance that the Combined Company is correct will achieve any of the estimated benefits of the Merger, including the reduction of administrative costs, the development of procurement, the streamlining of the organisation, the coordination ways of working and processes and other synergy benefits described elsewhere in its assessmentthis Offering Circular, within the currently estimated timeframe, or that any such benefits can be achieved at all. Notes There can be no assurance that the Combined Company can reach growth targets or the preliminary long-term financial targets described in this Offering Circular or that the Combined Company’s revenue remains at the level of combined revenues of YIT and Lemminkäinen should they continue their operations independently. Adverse developments in general economic conditions or any conditions potentially imposed by regulatory authorities could limit, prevent or delay the Combined Company’s ability to realize estimated benefits, which could have a material adverse effect on the Combined Company’s business, financial position and results of operations. Risks and challenges related to the combination of the business operations of YIT and Lemminkäinen include, but are not voluntarily converted limited to, the following: · the Combined Company’s resources are subject to considerable demands relating to managing of the combination. The combination requires significant amounts of management’s time which may impair management’s ability to effectively run the Combined Company’s business during the merger process; · the efficiency, reliability, continuity and consistency of the combined group functions, financing operations, control as well as administrative and support functions, such as cash management, internal and other financing, hedging against market risks, insurance, financial control and reporting, information technology, communications and compliance functions; · the implementation of a new organisational and governance model; · unexpected investments in equipment, IT systems and other business crucial infrastructure; · the working capacity of senior management and key personnel under heavy workload and their continued employment with the Combined Company; and · the ability to react to market changes when combining business and support functions. The annual total synergies resulting from the combination are estimated to be approximately EUR 40 million and to be materialised in full by the remaining note holders will automatically convert into shares end of 2020. The estimates on the total synergies expected to arise from the Merger and the combination of the Company’s common stock business operations of YIT and Lemminkäinen as well as the related integration costs have been prepared by YIT and Lemminkäinen and are based on or before May 31, 2011 a number of estimates and assumptions. Such estimates describe the expected future impact of the Merger and the Company has no obligation to repay any principal amounts combination of such notes but may either pay accrued interest business operations of YIT and Lemminkäinen on the notes in cash or convert such amount into shares business, financial position and results of its common stock. If all operations of the notes are converted, the Company will issue an additional 264,215 shares Combined Company. The assumptions related to the note holders estimated synergies and related integration costs are inherently uncertain and subject to a wide variety of significant business, economic and competitive risks and uncertainties. These risks and uncertainties could cause the actual synergies from the Merger and the combination of the business operations of YIT and Lemminkäinen and the related integration costs to differ substantially from the estimates presented in exchange for such notesthis Offering Circular. For additional information on the assumptions used in estimating the synergies expected to arise from the Merger and the related integration costs, see “Information on the Combined Company – Assumptions used when estimating synergies and integration costs”.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the following risks and other information in this information statement in evaluating us and our common stock. Any of the following risks, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition. The risk factors generally have been separated into five groups: risks related to the Separation and the Distribution, risks related to our business, risks related to operating in our industry, risks related to the capital markets and risks related to our common stock. Risks Related to the Separation and the Distribution We may not realize the anticipated benefits from the Separation and the Distribution, and our historical combined and pro forma financial information is not necessarily indicative of our future prospects. We may not realize the anticipated benefits we expect from the Separation and the Distribution. In addition, we will incur significant costs, including those described below, which may exceed our estimates, and we will incur some negative effects from the risks set forth Separation, including loss of scale and access to some of the financial, managerial and professional resources from which we have benefited in the past. Our historical combined and unaudited pro forma combined financial information included in this Information Statement is not necessarily indicative of our future financial condition, future results of operations or future cash flows, nor does it reflect what our financial condition, results of operations or cash flows would have been as an independent public company during the periods presented. In particular, the historical combined financial information included in this Information Statement is not necessarily indicative of our future financial condition, results of operations or cash flows. Also, the historical combined financial information presented herein may not fully reflect the costs associated with the Separation and the Distribution, including the settlement of intercompany accounts and all costs related to being an independent public company. We based the pro forma adjustments included in this Information Statement on available information and assumptions that we believe are reasonable. These adjustments, however, may overstate the value of our assets or understate the amount of our liabilities. Accordingly, our unaudited pro forma combined financial statements are not necessarily indicative of our future financial condition or future results of operations. The obligations associated with being a public company will require significant resources and management attention. Following the effectiveness of the registration statement of which this Information Statement forms a part, we will be directly subject to such reporting and other obligations under the Exchange Act and beginning with our 2016 fiscal year, we expect to be compliant with the applicable requirements of Section 404 of the Sxxxxxxx-Xxxxx Act of 2002 (the "Sxxxxxxx-Xxxxx Act"), which will require, in the future, annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent registered public accounting firm addressing the effectiveness of these controls. As an independent public company, we are required to, among other things: · prepare and distribute periodic reports, proxy statements and other stockholder communications in compliance with the federal securities laws and the exchange rules; · maintain an internal audit function; · institute our own financial reporting and disclosure compliance functions; · establish an investor relations function; · establish internal policies, including those relating to trading in our filings securities and disclosure controls and procedures; and · comply with the SEC rules and regulations implemented by the SEC, the Sxxxxxxx-Xxxxx Act, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, and the Public Company Accounting Oversight Board. These reporting and other information contained obligations place significant demands on our management and our administrative and operational resources, including accounting resources, and may face increased legal, accounting, administrative and other costs and expenses relating to these demands. Our investment in this Agreement before purchasing any Notes compliance with existing and Warrants. The risks set forth below are not the only ones facing our Company. Additional risks evolving regulatory requirements may result in increased administrative expenses and uncertainties may exist that a diversion of management's time and attention from revenue-generating activities to compliance activities, which could also adversely affect our business, operations and prospects. If any of the following risks actually materialize, have a material adverse effect on our business, financial condition, prospects and/or results of operations could sufferand cash flows. In such eventUntil the Distribution occurs, LS has sole discretion to change the terms of the Distribution in ways that may be unfavorable to us. Until the Distribution occurs, our business will be an operating segment of LS. Although the LS board of directors approved in February 2015 a plan to distribute to its stockholders all of the shares of common stock of Group, the value Distribution remains subject to the satisfaction or waiver of certain conditions, some of which are in the sole and absolute discretion of LS. Additionally, LS has the sole and absolute discretion to change certain terms of the securities you are purchasing Distribution, which changes could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as unfavorable to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedus. In addition, as LS may decide at June 30, 2010any time prior to the completion of the Distribution not to proceed with the Distribution. In connection with the Separation and the Distribution, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock will assume, and has contacted indemnify LS for, all of LS’ liabilities. In connection with the note holders regarding conversionMerger Agreement, we will indemnify Pyxis for all of LS’ liabilities relating to the LookSmart Business. As If we are required to act under these indemnities, we may need to divert cash to meet those obligations, which could adversely affect our financial results. Pursuant to our agreements with LS and Pyxis, we will agree to indemnify LS and Pyxis for certain liabilities. Indemnities that we may be required to provide LS and Pyxis are not subject to any cap, may be significant and could negatively affect our business, particularly indemnities relating to our actions that could affect the tax-free nature of the date Separation. Third parties could also seek to hold us responsible for any of this the liabilities that LS has agreed to retain pursuant to the Merger Agreement, holders and under certain circumstances, we may be subject to continuing contingent liabilities of $1,236,000 have executed LS following the Separation, such as certain shareholder litigation claims. Our indemnification obligations to LS and returned conversion agreements Pyxis could negatively affect our business, results of operations, liquidity and financial condition. After the Separation and the Distribution, LS’ insurers may deny coverage to us for losses associated with occurrences prior to the CompanySeparation, thereby converting such debt obligations to 107,420 shares of common stockand we may no longer be covered under LS’ insurance policies or performance, surety and other bonds. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of the Company’s common stockFurthermore, but there can be no assurance that we will be able to obtain insurance coverage or performance, surety and other bonds following the Company Separation and the Distribution on terms that justify their purchase, and any such insurance coverage or performance, surety and other bonds may not be adequate to offset costs associated with certain events. After the Separation and the Distribution, LS’ insurers may deny coverage to us for losses associated with occurrences prior to the Separation and/or the Distribution. Accordingly, we may be required to temporarily or permanently bear the costs of such lost coverage. As a result, we would have to obtain our own insurance policies after the Separation and/or Distribution is correct complete. Although we expect to maintain insurance against some, but not all, hazards that could arise from our operations, we can provide no assurance that we will be able to obtain such coverage at an acceptable cost, or at all, or that such coverage will be adequate to protect us from costs incurred with the insured events. The occurrence of an event that is not insured or not fully insured could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows in its assessmentthe future. Notes Transfer or assignment to us of some contracts and other assets may require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts, investments and other assets in the future. Transfer or assignment of some of the contracts and other assets in connection with the Separation may require the consent of a third party to the transfer or assignment. Similarly, in some circumstances, we are joint beneficiaries of contracts, and we will need to enter into a new agreement with the third party to replicate the existing contract or assign the portion of the existing contract related to our business. Some parties may use the requirement of such a consent to seek more favorable contractual terms from us, which could include our having to obtain letters of credit or other forms of credit support. If we are unable to obtain such consents or such credit support on commercially reasonable and satisfactory terms, we may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to us as part of the Separation. In addition, where we do not voluntarily converted intend to obtain consent from third-party counterparties based on our belief that no consent is required, the third-party counterparties may challenge the transaction on the basis that the terms of the applicable commercial arrangements require their consent. We may incur substantial litigation and other costs in connection with any such claims and, if we do not prevail, our ability to use these assets could be adversely impacted. The combined post-Distribution value of your shares may not equal or exceed the pre-Distribution value of LS shares. After the Distribution, LS common stock will continue to be traded on NASDAQ. We expect to apply to have our shares of common stock quoted on the OTC Pink marketplace. We cannot assure you that the combined trading prices of LS common stock and our common stock after the Distribution, as adjusted for any changes in the combined capitalization of both companies, will be equal to or greater than the trading price of LS common stock prior to the Distribution. Similarly, we cannot assure you that the combined trading prices of Pyxis common stock and our common stock after the Distribution and consummation of the other transactions contemplated by the remaining note holders Merger Agreement will automatically convert into shares be equal or greater than the trading price of LS common stock prior to the Distribution and other transactions contemplated by the Merger Agreement. Until the market has fully evaluated our business after the Distribution, the price at which our common stock trades may fluctuate significantly. We may not be able to access the credit and capital markets at the times and in the amounts needed and on acceptable terms. From time to time, we may need to access the long-term and short-term capital markets to obtain financing. Our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including: (1) our financial performance, (2) our credit ratings or absence of a credit rating, (3) the liquidity of the Company’s common stock overall capital markets and (4) the state of the economy. There can be no assurance that we will have access to the capital markets on or before May 31, 2011 and the Company has no obligation terms acceptable to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stockus. If all of the notes we are converted, the Company will issue an additional 264,215 shares unable to obtain access to the note holders in exchange for such notescapital markets on acceptable terms or at all, our financial condition, liquidity and ability to fund our growth strategies could be materially and adversely affected.

RISK FACTORS. An investment in the Notes and Warrants Units offered is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the following risks and uncertainties described belowrelating to the Offering , the risks set forth in our filings with the SEC and as well as the other information contained in these Disclosure Materials, including the risk factors facing the Company contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, before you decide to buy the Units. These risks and uncertainties should be considered in evaluating forward-looking statements and you should not place undue reliance on these forward-looking statements, which apply only as of the date of this Agreement before purchasing or the applicable filing. We undertake no obligation to release publicly the result of any Notes and Warrantsrevisions to these forward-looking statements that may be made to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events. The risks set forth and uncertainties described below and in such Form 10-K are not the only ones facing our the Company. Additional risks and uncertainties may exist that could also adversely affect our business, operations and prospects. If any of impair the following risks actually materialize, our business, financial condition, prospects and/or operations could suffer. In such event, the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you investCompany’s business operations. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk FactorsIf any of the following risks actually occur, “we” and “our” refers to the Company’s business, InVivo Therapeutics Corp.financial condition or results of operations would likely suffer significantly. In such case, a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization value of the Company’s spinal cord injury treatment technology Common Stock could fail for a variety of reasonsdecline, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and you may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achieved. In addition, as at June 30, 2010, we had a deficit net worth that may hinder our ability to receive financing in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inception. The Company is in the process of seeking conversion of such notes to common stock and has contacted lose all or part of the note holders regarding conversion. As of the date of this Agreement, holders of $1,236,000 have executed and returned conversion agreements money you paid to the Company, thereby converting such debt obligations to 107,420 shares of common stock. The Company expects most if not all of its remaining note holders to voluntarily convert their notes to shares of buy the Company’s common stock, but Units. Risks Relating to this Offering An investment in the Securities is extremely speculative and there can be no assurance of any return on any such investment. An investment in the Securities is extremely speculative and there is no assurance that Purchasers will obtain any return on their investment. Purchasers will be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment. The Units will be offered on a “reasonable efforts” basis with a minimum amount of $1,000,000 required to consummate the Offering. The Company is offering the Units through the Placement Agent on a “reasonable efforts” basis with a minimum amount of $1,000,000.80 required to consummate the Offering and there is no assurance that the Company is correct in its assessmentmaximum amount of the Offering of $5,000,000.40, or any Over-Allotment, will be sold. Notes which are not voluntarily converted by the remaining note holders will automatically convert into shares of Accordingly, persons purchasing Units do so without any assurance that sufficient funds can be raised to satisfy the Company’s common stock on or before May 31, 2011 working capital needs and to otherwise allow the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on effectuate its business plan. The failure to raise the notes in cash or convert such full amount into shares of its common stock. If all of the notes are converted, Offering will also increase the need of the Company will issue an to obtain additional 264,215 shares financing, which may or may not be available at such time on terms satisfactory to the note holders in exchange for such notesus, if at all.

RISK FACTORS. An investment in the Notes and Warrants is speculative and illiquid and involves a high degree of risk, including the risk of a loss of your entire investment. You should carefully consider the risks and uncertainties described belowfollowing risk factors, the risks set forth in our filings together with the SEC and the other information contained or incorporated by reference in this Agreement before purchasing any Notes and Warrantsproxy statement/prospectus-information statement, including the factors discussed in Part I, Item 1A—Risk Factors, in LMI’s Annual Report on Form 10-K for the year ended December 31, 2015. The risks set forth described below are the material risks, although not the only risks relating to the Separation, the Distribution, the Merger and LMI after the Transactions. The risks described below are not the only ones facing our Companyrisks that LMI currently faces or will face after the consummation of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may exist that could also materially and adversely affect our LMI’s business, financial condition or results of operations and prospectsor the price of LMI common stock following the consummation of the Transactions. If any of the following risks actually materializeand uncertainties develops into actual events, our these events could have a material adverse effect on LMI’s business, financial condition, prospects and/or condition or results of operations could suffer. In such event, after the value of the securities you are purchasing could decline, and you could lose all or a substantial portion of the money that you invest. No inference should be drawn as to the magnitude of any particular risk from its position in the list of risk factors. As used in these Risk Factors, “we” and “our” refers to the Company, InVivo Therapeutics Corp., a Delaware corporation. RISKS RELATED TO THE COMPANY AND ITS BUSINESS Our products represent new and rapidly evolving technologies The Company’s proprietary spinal cord injury treatment technology depends on new, rapidly evolving technologies and on the marketability and profitability of InVivo products. Commercialization of the Company’s spinal cord injury treatment technology could fail for a variety of reasons, both within and outside of its control. We have a history of losses and a deficit net worth The Company’s expenses have exceeded its revenues since its formation. It can be expected that the Company will continue to incur significant operating expenses and may continue to experience losses in the foreseeable future. As a result, the Company cannot predict when, if ever, it might achieve profitability and cannot be certain that it will be able to sustain profitability, if achievedTransactions. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Risks Related to the Transactions LMI may not realize the anticipated cost synergies and growth opportunities from the Transactions. LMI expects that it will realize cost synergies, growth opportunities and other financial and operating benefits as at June 30a result of the Transactions. LMI’s success in realizing these benefits, 2010and the timing of their realization, we had depends on the successful integration of the business operations of the GoTo Business with LMI. Even if LMI is able to integrate the GoTo Business successfully, LMI cannot predict with certainty if or when these cost synergies, growth opportunities and benefits will occur, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the companies or in obtaining or attempting to obtain regulatory approvals for the Transactions. Realization of any benefits and synergies could be affected by the factors described in other risk factors and a deficit net worth that may hinder our ability to receive financing number of factors beyond LMI’s control, including, without limitation, general economic conditions, further consolidation in the future. We have convertible notes outstanding The Company has sold $4,181,000 of convertible notes since its inceptionindustry in which LMI operates, increased operating costs and regulatory developments. The Company integration of the GoTo Business with LMI following the Transactions may present significant challenges. There is a significant degree of difficulty inherent in the process of seeking conversion of such notes to common stock and has contacted all integrating the GoTo Business with LMI. These difficulties include: • the integration of the note holders regarding conversion. As GoTo Business with LMI’s current businesses while carrying on the ongoing operations of all businesses; • managing a significantly larger company than before the consummation of the date Transactions; • coordinating geographically separate organizations; • integrating the business cultures of this Agreementeach of the GoTo Business and LMI, holders which may prove to be incompatible; • creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; • integrating certain information technology, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems; and • the potential difficulty in retaining key officers and personnel of $1,236,000 have executed LMI and returned conversion agreements to the Company, thereby converting such debt obligations to 107,420 shares of common stockXxxXx. The Company expects most if not all process of its remaining note holders to voluntarily convert their notes to shares integrating operations could cause an interruption of, or loss of momentum in, the activities of the CompanyGoTo Business or LMI’s common stockbusiness. Members of LMI’s or the GoTo Business’ senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage LMI or the GoTo Business, serve the existing LMI business or the GoTo Business, or develop new products or strategies. If LMI’s or the GoTo Business’ senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the business of LMI or the GoTo Business could suffer. LMI’s successful or cost-effective integration of the GoTo Business cannot be assured. The failure to do so could have a material adverse effect on LMI’s business, financial condition or results of operations after the Transactions. LMI and Citrix may fail to obtain the required regulatory approvals in connection with the Merger in a timely fashion, if at all, or regulators may impose burdensome conditions. LMI and Citrix are subject to certain antitrust, competition and communications laws, and the proposed Merger is subject to review and approval by regulators under those laws, including, but not limited to, review and approval by the Antitrust Division of the U.S. Department of Justice under the HSR Act, the Federal Communications Commission under the Communications Act and certain state public utility commissions under the applicable law(s) of those states. Although LMI and Citrix have agreed to use reasonable best efforts to obtain the requisite approvals, and have already obtained approvals under the HSR Act and Communications Act, there can be no assurance that the Company other regulatory approvals will be obtained. Failure to obtain these regulatory approvals could adversely affect LMI’s ability to operate its business after the Transactions or jeopardize the consummation of the Transactions themselves. For example, if LMI and Citrix were to close the Transactions prior to receiving all required state regulatory approvals as noted above, LMI could become subject to fines, loss of licenses, restrictions on LMI’s ability to operate or offer certain GoTo services, or other enforcement actions that could have a materially adverse impact on LMI. Failure to complete the Transactions could adversely impact the market price of LMI common stock as well as its business and operating results. The consummation of the Transactions is correct subject to numerous conditions, including without limitation: (i) the spin-off having taken place in its assessment. Notes which are not voluntarily converted accordance with the Separation Agreement; (ii) the effectiveness of LMI’s registration statement registering LMI common stock to be issued pursuant to the Merger Agreement, and any other registration statement required in connection with the Transactions; (iii) approval of the Share Issuance by the remaining note holders will automatically convert into shares requisite vote of the CompanyLMI’s common stock on or before May 31, 2011 and the Company has no obligation to repay any principal amounts of such notes but may either pay accrued interest on the notes in cash or convert such amount into shares of its common stock. If all of the notes are converted, the Company will issue an additional 264,215 shares to the note holders in exchange for such notes.stockholders;