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

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Underwritten Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration StatementCompany’s Annual Report on Form 10-K, including such latest audited financial statements, or in a subsequent SEC Report filed prior to the Prospectus date hereof and the Final Prospectusexcept as set forth in Schedule 3.1(g), Schedule 3.1(m), and Schedule 3.1(j): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, ; (ii) the Company has not incurred any liabilities or obligations (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, ; (iii) the Company has not altered its method of accounting, ; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock; (v) the Company has not sold, assigned or transferred any other tangible assets or Intellectual Property Rights, or canceled any debts or claims, except in the ordinary course of business, (vi) the Company has not suffered any substantial loss contingencies or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business, (vii) the Company has not entered into any acquisition or financing transactions, whether or not in the ordinary course of business, other than with respect to the Transaction Documents and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate on which this representation is being made, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans, if anyand (vi) no executive officer of the Company or member of the Board has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Preliminary Prospectus, the Final General Disclosure Package, or the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and the issuance of Common Stock Equivalents as disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectusset forth on Schedule 3.1(i), (i) there has been no event, occurrence or development development, including changes generally affecting the Company’s or Subsidiaries’ industries, that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Company, any Subsidiary, any VIE or any VIE Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company Company, any Subsidiary, any VIE or its Subsidiaries any VIE Subsidiary or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made. Other than as set forth on Schedule 3.1(i), the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect of its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or as disclosed in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time Securities Act, the Exchange Act or the Rules and Regulations as of the date of this representation is made or deemed made Agreement that has not been publicly so disclosed at least one trading day prior to under the date that this representation is madeSecurities Act, the Exchange Act or the Rules and Regulations.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant the issuance of preferred stock to existing Company stock option plans, if anyan affiliate of the Chief Executive Officer and the issuance of shares to directors for their service as directors. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is madesuch date.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material to the Company other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the CommissionSEC Reports, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed on Schedule 3.1(i) of the Disclosure Letter, since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyfor the issuances set forth on Schedule 3.1(g) of the Disclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or as otherwise set forth in the Prospectus and the Final ProspectusSupplement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as set forth in the SEC Reports, if any. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Supplement or disclosed in the Registration Statement or the ProspectusProspectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited unaudited financial statements included within in the Registration StatementCompany’s most recent Quarterly Report on Form 10-Q (“2011 10-Q”), except as specifically disclosed in Section 3.1(j) of the Registration Statement, the Prospectus and the Final ProspectusDisclosure Letter, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock, (v) the Company has not sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vvi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for Neither the issuance Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Securities contemplated by Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. To the Prospectus or disclosed in the Registration Statement or the ProspectusCompany’s knowledge, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or condition (financial condition that would or otherwise) which has had or could reasonably be required expected to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made result in a Material Adverse Effect that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) except as set forth on Schedule 3.1(i), there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the CommissionCommission and (C) liabilities arising under the Transaction Documents, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or equity plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the entry into the Transaction Documents and the issuance of the Securities Shares contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant the issuance of preferred stock to existing Company stock option plans, if anyan affiliate of the Chief Executive Officer and the issuance of shares to directors for their service as directors. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is madesuch date.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Common Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or disclosed in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made Securities Act, the Exchange Act or deemed made that has not been publicly disclosed at least one trading day prior to the Rules and Regulations as of the date that of this representation is madeAgreement.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Documents, except as specifically disclosed set forth on Schedule 3.1(i) or as will be set forth prior to the Closing Date in the Registration Statement, the Prospectus and the Final ProspectusSEC Documents, (i) there has not been no and will not have been any event, occurrence or development that has had or will have had, or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred or will not have incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered and will not have altered its method of accountingaccounting unless required by the Commission, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, the General Disclosure Package and the Prospectus, except as specifically disclosed in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectus, : (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and (vi) no officer or director of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at laws. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least one trading day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed in the Disclosure Letter, or in the SEC Reports since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five (5) Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s 's financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as disclosed on Section 3.1(i) of the Prospectus or disclosed in the Registration Statement or the ProspectusDisclosure Letter, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles the International Financial Reporting Standards (“GAAPIFRS”) issued by the International Accounting Standards Board (“IASB”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed in the SEC Reports, since the date of the latest audited financial statements Financial Statements included within the Registration Statement, except as specifically disclosed in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, the Prospectus and the Final Prospectus2018, as amended: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements Financial Statements pursuant to United States generally accepted accounting principles GAAP or (“GAAP”C) or liabilities disclosed in filings made with the CommissionCompany’s Quarterly Reports on Form 10-Q, as amended, for the periods subsequent to December 31, 2018, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed on Section 3.1(i) of the Disclosure Letter, since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyfor the issuances set forth on Section 3.1(g) of the Disclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectus, : (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The plans or upon exercise or vesting of awards outstanding thereunder and (vi) no officer or director of the Company does not have pending before has resigned from any position with the Commission any request for confidential treatment of informationCompany. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at that is not so disclosed. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least one trading day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited consolidated financial statements included within the Registration Statement, except as specifically disclosed in or incorporated by reference into the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except as set forth in the Registration, the Preliminary Prospectus and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as set forth on Schedule 3.1(i) or as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the entering into of this Agreement and the other Transaction Documents and the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), to the Prospectus or disclosed in knowledge of the Registration Statement or the ProspectusCompany, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) that are material, individually or in the aggregate, to the Company, or has entered into any transactions not in the ordinary course of business other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed as set forth in the Registration Statement or the ProspectusStatement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares Common Stocks of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectus, : (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansplans and (vi) no officer or director of the Company has resigned from any position with the Company. Except as set forth in the Registration Statement, if any. The the General Disclosure Package and the Prospectus, the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at laws. Except as disclosed in the time this representation is Registration Statement, the General Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or deemed made that has not been publicly disclosed at least one trading day prior in respect to the date that this representation is madeits capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Common Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or as disclosed in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time Securities Act, the Exchange Act or the Rules and Regulations as of the date of this representation is made or deemed made Agreement that has not been publicly so disclosed at least one trading day prior to under the date that this representation is madeSecurities Act, the Exchange Act or the Rules and Regulations.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports or the Registration Statement, except as specifically disclosed in the Registration StatementSEC Reports, Prospectus, the Preliminary Prospectus Supplement and the Final ProspectusProspectus Supplement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option equity compensation plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the Preliminary Prospectus Supplement, the Prospectus Supplement or disclosed in the Registration Statement or the ProspectusSEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that of this representation is madeAgreement or in the Preliminary Prospectus Supplement or the Prospectus Supplement.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed in the SEC Reports, since the date of the latest audited financial statements Financial Statements included within the Registration Statement, except as specifically disclosed in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, the Prospectus and the Final Prospectus2019, as amended: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements Financial Statements pursuant to United States generally accepted accounting principles GAAP or (“GAAP”C) or liabilities disclosed in filings made with the CommissionCompany’s Quarterly Reports on Form 10-Q, as amended, for the periods subsequent to December 31, 2019, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Subsequent to the date respective dates as of the latest audited financial statements included within which information is presented in the Registration Statement, the Prospectus and the Prospectus Supplement, and except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, Prospectus Supplement and on Schedule 3.1(k): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred declared, paid or made any liabilities (contingent dividends or otherwise) other than (A) trade payables and accrued expenses incurred distributions of any kind on or in the ordinary course respect of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commissionits capital stock, (iiiii) the Company has not altered its method of accounting; and (iii) there has been no material adverse change or material adverse trend inconsistent with the Company’s past reporting periods (or, to the knowledge of the Company, any development which reasonably could be expected to result in a material adverse change in the future), whether or not arising from transactions in the ordinary course of business, in or affecting: (ivA) the business, condition (financial or otherwise), results of operations, shareholders’ equity, properties or prospects of the Company; or (B) the long-term debt or capital stock of the Company (a “Material Adverse Change”). Since the date of the latest balance sheet presented in the Registration Statement, the Prospectus and the Prospectus Supplement, the Company has not declared incurred or made undertaken any dividend liabilities or distribution obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of cash any business or other property asset, which are material to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or AffiliateCompany, except pursuant to existing Company stock option plansfor liabilities, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or obligations and transactions which are disclosed in the Registration Statement or Statement, the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the ProspectusProspectus Supplement and Schedule 3.1(k), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as set forth on Schedule 3.1(i) or specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its share capital and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans, if anyas set forth on Schedule 3.1(i) or as contemplated by this Agreement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or as disclosed in the Registration Statement or the ProspectusSEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed set forth in the Registration Statement, the Prospectus and the Final Prospectus, SEC Reports (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth in the SEC Reports and/or the Prospectus or disclosed in the Registration Statement or the ProspectusSupplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or disclosed in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made Securities Act, the Exchange Act or deemed made that has not been publicly disclosed at least one trading day prior to the Rules and Regulations as of the date that of this representation is madeAgreement.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or as set forth on Schedule 3.1(i) of the Prospectus and the Final ProspectusDisclosure Schedules, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Final Prospectus or as set forth on Schedule 3.1(i) of the Disclosure Schedules or disclosed in the Registration Statement or the Final Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited consolidated financial statements included within in or incorporated by reference into the Registration StatementStatement and the Base Prospectuses, except as specifically otherwise set forth in the Registration Statement and the Base Prospectuses or as will be disclosed in the Registration Statement, the Prospectus and the Final ProspectusSupplements, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) none of the Company or any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) IFRS or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option or omnibus long-term incentive plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Company, the Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be publicly disclosed by the Company under applicable securities laws at on the time this representation is made or deemed made date hereof that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is madehereof, except such as would not have a Material Adverse Effect.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s or any Subsidiary’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) neither the Company nor any Subsidiary has not sold any assets outside the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $200,000, (iv) neither the Company nor any Subsidiary has altered its method of accounting, (ivv) neither the Company nor any Subsidiary has not declared or made any cash or stock dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock and (vi) neither the Company and (v) the Company nor any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or Subsidiary equity incentive plans, if any. The Company does not have pending before the Commission any request for confidential treatment of informationinformation that has not been granted. Except for as previously disclosed to the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the ProspectusPurchasers, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or Company, its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementOTC Reports, except as specifically disclosed in a subsequent OTC Report filed prior to the Registration Statementdate hereof or the date of a Subsequent Closing, the Prospectus and the Final Prospectus, as applicable: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the CommissionCommission or Trading Market, (iii) the Company has not altered its method of accountingaccounting except as otherwise required pursuant to GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyand incentive plans and awards. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made or deemed made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or Consolidated Affiliated Entities or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate on which this representation is being made, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans, if anyplans and (vi) no officer or director of the Company has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectusset forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (C) the AR Facility and (D) liabilities that were disclosed or reserved against in the Company’s financial statements (including the notes thereto), (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except To the knowledge of the Company, except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited unaudited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Preliminary Prospectus, the Final General Disclosure Package, or the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and the issuance of Common Stock Equivalents as disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statementdate hereof, the Prospectus business of the Company and the Final Prospectus, Subsidiary has been conducted in the ordinary course of business consistent with past practices and (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus this Agreement or disclosed as set forth in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries the Subsidiary or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest consolidated audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed set forth in the Registration StatementSchedule 3.1(g), the Prospectus Schedule 3.1(j), and the Final Prospectus, Schedule 3.1(n): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, ; (ii) neither the Company nor any Subsidiary has not incurred any liabilities or obligations (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company’s consolidated financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, ; (iii) neither the Company nor any Subsidiary has not altered its method of accounting, ; (iv) neither the Company nor any Subsidiary has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock; (v) neither the Company nor any Subsidiary has sold, assigned or transferred any other tangible assets or Intellectual Property Rights, or canceled any debts or claims, except in the ordinary course of business; (vi) neither the Company nor any Subsidiary has suffered any substantial loss contingencies or waived any rights of material value, whether or not in the ordinary course of business; (vii) neither the Company nor any Subsidiary has entered into any acquisition or financing transactions, whether or not in the ordinary course of business, other than with respect to the Transaction Documents; and (v) neither the Company nor any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Disclosure Package and the Final Prospectus, (i) there has been no event, occurrence or development that has had had, or that could reasonably be expected to result in in, a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock option plans. As of the date hereof, if any. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3(J), no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist exists, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets operations or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading Trading Day (defined as a day on which the NYSE Amex is open for trading) prior to the date that on which this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as set forth on Schedule 2.8 since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof or as set forth on Schedule 2.9: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. Except as set forth on Schedule 2.9, if any. The the Company does not have pending before the Commission any request for confidential treatment of information. Except as set forth on Schedule 2.8, except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 2.9, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or as set forth on Schedule 3.1(l) of the Prospectus and the Final ProspectusDisclosure Schedules, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Supplement or as set forth on Schedule 3.1(l) of the Disclosure Schedules or disclosed in the Registration Statement or the ProspectusProspectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or as set forth on Schedule 3.1(i) of the Prospectus and the Final ProspectusDisclosure Schedules, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Supplement or as set forth on Schedule 3.1(i) of the Disclosure Schedules or disclosed in the Registration Statement or the ProspectusProspectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, other than the adoption of new accounting standards as set forth in the SEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or or, other than as set forth on Schedule 3.1(i), made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) other than as set forth on Schedule 3.1(i), the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in Concurrent Offering, this Agreement and the Registration Statement or accompanying amendment of the ProspectusXXX, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within in the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed with the Registration Statement, SEC prior to the Prospectus and the Final Prospectus, date hereof or in Schedule 3(i) hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements Financial Statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the CommissionSEC Reports pursuant to SEC rules and/or regulations, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to accounting principles generally accepted in the United States generally accepted accounting principles of America (“U.S. GAAP”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company Common Stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Securities contemplated by the Prospectus or disclosed in the Registration Statement Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made Securities Act, the Exchange Act or deemed made that has not been publicly disclosed at least one trading day prior to the Rules and Regulations as of the date that of this representation is madeAgreement.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Preliminary Prospectus, the Final General Disclosure Package, or the Prospectus, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and the issuance of Common Stock Equivalents as disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as set forth on Schedule 3.1(i), since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) except for dividends in respect of the outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries the Subsidiary or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day two Trading Days prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, there has not been (i) there has been no event, any Material Adverse Effect or the occurrence or of any development that has had or that could would reasonably be expected to result in have a Material Adverse Effect, (ii) any transaction which is material to the Company has not and the Subsidiaries taken as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any liabilities Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (contingent iv) any material change in the capital stock or otherwiseoutstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than (A) trade payables and accrued expenses incurred in each case above in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected or as otherwise disclosed in the Company’s financial statements pursuant to United States generally accepted accounting principles Registration Statement or Prospectus (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made including any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anydocument deemed incorporated by reference therein). The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or as otherwise disclosed in the Registration Statement or the ProspectusProspectus (including any document deemed incorporated by reference therein), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate on which this representation is being made, (i) there has been no event, occurrence or development that has had or that could could, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company and its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyand (vi) no executive officer of the Company or member of the Board has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed set forth in the Registration Statement, the Prospectus and the Final Pricing Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed as set forth in the Registration Statement or the Pricing Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed on Section 3.1(i) of the Disclosure Letter, since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyfor the issuances set forth on Section 3.1(g) of the Disclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed in the Disclosure Letter, since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five (5) Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or in the Prospectus and the Final Prospectus, Closing Form 8-K: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company Parent has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the CompanyParent’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company Parent has not altered its method of accounting, (iv) the Company Parent has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company Parent has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyaffiliate. The Company Parent does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Parent Shares contemplated by this Agreement or as set forth on Schedule 4(i), which shall include disclosure of all trade payables of the Prospectus or disclosed in Parent prior to the Registration Statement or date hereof as not resolved and as confirmed by the ProspectusParent’s auditor, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company Parent or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company Parent under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one two trading day days prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of period covered by the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusFinancial Statements, (i) there has been no event, occurrence or development that has had or that could reasonably be expected expected, individually or in the aggregate, to result in or cause a Material Adverse Effect, (ii) except as specifically disclosed in the SEC Reports, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commissionpractice, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders, except for dividends required to be paid to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock pursuant to the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations, and Series E Certificate of Designations, respectively, or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, Affiliate except pursuant to existing Company stock option plansthe Company’s 2012 Stock Incentive Plan, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Company’s 2015 Stock Incentive Plan or as may be disclosed in the Registration Statement or the Prospectus, no SEC Reports. No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be result in or cause a Material Adverse Effect except that the Company has failed to pay dividends required to be disclosed by paid to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock pursuant to the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations, and Series E Certificate of Designations, respectively, on October 15, 2014 and all subsequent periods and the Company under applicable securities laws at currently does not meet the time this representation is made or deemed made that adjusted net worth of Housing and Urban Development (“HUD”). The Company has not been publicly disclosed at least one trading day prior taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar law nor does the date Company have any knowledge or reason to believe that this representation is madeits creditors intend to initiate involuntary bankruptcy or similar proceedings.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has and the Subsidiaries have not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) except for the transactions contemplated by this Agreement, liabilities not required to be reflected in the Company’s or the Subsidiaries’ financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has and the Subsidiaries have not altered its their method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities and the transactions contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(j), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports and the Company’s registration statement on Form S-1, which was declared effective on June 15, 2022 (the “Registration Statement”), except as specifically disclosed set forth in the Registration StatementSEC Reports, the Prospectus and the Final ProspectusRegistration Statement or on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing a Company equity compensation or stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of period covered by the latest audited financial statements included within the Registration StatementShoshone Financial Statements, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports or Schedule 5.7, (i) there has been no event, occurrence or development that has had or that could reasonably be expected expected, individually or in the aggregate, to result in or cause a Shoshone Material Adverse Effect, (ii) the Company Shoshone has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commissionpractice, (iii) the Company Shoshone has not altered its method of accounting, (iv) the Company Shoshone has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock, and (v) the Company Shoshone has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities transactions contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 5.7, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company Shoshone or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made result in or deemed made that cause a Shoshone Material Adverse Effect. Shoshone has not been publicly disclosed at least one trading day prior taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar law nor does Shoshone have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or similar proceedings. Except for this Agreement and the date that this representation is madetransactions contemplated hereby, Merger Sub has conducted no material business operations since its inception.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Base Prospectus and or the Final ProspectusSupplement, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company Common Stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option stock-based incentive plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Supplement or disclosed in the Registration Statement Statement, the Base Prospectus or the ProspectusSupplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the ProspectusBase Prospectus or the Supplement), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one 1 trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited unaudited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Preliminary Prospectus, the Final General Disclosure Package, or the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and the issuance of Common Stock Equivalents as disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statementstatements, except as specifically disclosed set forth in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, other than the adoption of new accounting standards as set forth in the SEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date time that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementPreliminary Prospectus and the Final Prospectus, except as specifically disclosed in the Registration Statement, the Preliminary Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Final Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed set forth in the Registration Statement, the Prospectus and the Final Prospectus, SEC Reports (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by this Agreement or as set forth in the SEC Reports and/or the Prospectus or disclosed in the Registration Statement or the ProspectusSupplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since Except as disclosed on Section 3.1(i) of the Disclosure Letter, since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five Trading Days prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) transaction expenses incurred in connection with the Transaction Documents, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyfor the issuances set forth on Section 3.1(g) of the Disclosure Letter. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist exists, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Pricing Disclosure Package or Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) IFRS or disclosed in filings made with the CommissionSEC Reports, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its share capital and (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except pursuant to existing Company stock option equity plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except as disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus and except for the issuance of the Securities contemplated by this Agreement, since the Prospectus or disclosed in date of the latest audited financial statements included within the Registration Statement or Statement, to the ProspectusCompany’s knowledge, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is madelaws.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus Statement and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“GAAPIFRS”) ), or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Common Shares of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Public Securities contemplated by the Prospectus or disclosed in the Registration Statement Statement, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made Securities Act, the Exchange Act or deemed made that has not been publicly disclosed at least one trading day prior to the Rules and Regulations as of the date that of this representation is madeAgreement.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities, including bank and other debt and lease liabilities, incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act), except pursuant to existing Company stock option plans. Except as set forth on Schedule 3(H), if any. The the Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3(H), no event, liability, fact, circumstance, occurrence liability or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets operations or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.. MFRI, Inc. February 5, 2007

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares Common Stock of the Company and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof or as otherwise set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement and the Prospectus or disclosed in the Registration Statement or the Prospectusissuance of a warrant to Xxxxxx & Xxxxxxx, LLC as compensation for its services as placement agent, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed set forth in the Registration StatementSchedule 3.1(g), the Prospectus Schedule 3.1(j), and the Final Prospectus, Schedule 3.1(n): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, ; (ii) the Company has not incurred any liabilities or obligations (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, ; (iii) the Company has not altered its method of accounting, ; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock; (v) the Company has not sold, assigned or transferred any other tangible assets or Intellectual Property Rights, or canceled any debts or claims, except in the ordinary course of business, (vi) the Company has not suffered any substantial loss contingencies or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business, (vii) the Company has not entered into any acquisition or financing transactions, whether or not in the ordinary course of business, other than with respect to the Transaction Documents and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, date hereof or as set forth on Schedule 3.1(i) of the Prospectus and the Final ProspectusDisclosure Schedules, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Supplement or as set forth on Schedule 3.1(i) of the Disclosure Schedules or disclosed in the Registration Statement or the ProspectusProspectus Supplement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Pricing Disclosure Package or the Final Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company Common Stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Offered Securities contemplated by the Prospectus or disclosed in the Registration Statement Statement, the Pricing Disclosure Package or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective results of operations, assets, business, prospects (as such prospects are described in the Prospectus)prospects, shareholders’ equity, properties, operations, assets or condition (financial condition or otherwise) that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, SEC Reports filed prior to the date hereof and in the Prospectus and the Final ProspectusSupplement, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company its ordinary shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock share option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited consolidated financial statements included within the Registration Statement, except as specifically disclosed in or incorporated by reference into the Registration Statement, the Preliminary Prospectus and the Final Prospectus, except as set forth in the Registration, the Preliminary Prospectus and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) neither the Company nor any Subsidiary has not issued any equity securities to any executive officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of period covered by the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusFinancial Statements, (i) there has been no event, occurrence or development that has had or that could reasonably be expected expected, individually or in the aggregate, to result in or cause a Material Adverse Effect, (ii) except as specifically disclosed in the SEC Reports, the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commissionpractice, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders, except for dividends required to be paid to the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock pursuant to the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations, and Series E Certificate of Designations, respectively, or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, Affiliate except pursuant to existing Company stock option plansthe Company’s 2012 Stock Incentive Plan, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus Company’s 2015 Stock Incentive Plan or as may be disclosed in the Registration Statement or the Prospectus, no SEC Reports. No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be result in or cause a Material Adverse Effect except that the Company has failed to pay dividends required to be disclosed by paid to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock pursuant to the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations, and Series E Certificate of Designations, respectively, on October 15, 2014 and all subsequent periods, and the Company under applicable securities laws at currently does not meet the time this representation is made or deemed made that adjusted net worth requirements of the United States Department of Housing and Urban Development (“HUD”). The Company has not been publicly disclosed at least one trading day prior taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy or similar law nor does the date Company have any knowledge or reason to believe that this representation is madeits creditors intend to initiate involuntary bankruptcy or similar proceedings.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report or Current Report on Form 8-K filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and the Final ProspectusSEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and its share capital, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plansplans and (vi) except as disclosed in the SEC Reports, if anyno officer or director has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Public Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly laws. Unless otherwise disclosed at least one trading day in an SEC Report filed prior to the date that this representation is madehereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its share capital.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration Statement, the Prospectus and the Final Prospectusset forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice practice, (B) liabilities reflected on the Company’s interim financial statements included within the SEC Reports since the date of the latest audited financial statements included within the SEC Reports, and (BC) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus this Agreement or disclosed in the Registration Statement or the Prospectusas set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements balance sheet included within in the Registration StatementFinancial Statements, except as specifically disclosed in the Registration Statement, including under the heading therein entitled “Prospectus and the Final Prospectus, Summary – Recent Developments’ or Schedule 3(i) hereto: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables payables, letters of credit relating to accommodation unit properties, and accrued expenses incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option and restricted stock plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of transactions prescribed by this Agreement and the Securities contemplated by the Prospectus or disclosed other agreements and documents being delivered in the Registration Statement or the Prospectusconnection herewith, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by an issuer subject to the Company under applicable securities laws reporting obligations of the Exchange Act at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day prior to included in Registration Statement, the date that this representation is madeDisclosure Schedules or the Financial Statements.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement, the Prospectus and Preliminary Prospectus, the Final General Disclosure Package, or the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if anyplans and the issuance of Common Stock Equivalents as disclosed in the Registration Statement. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businessbusinesses, prospects (as such prospects are described in the Prospectus)prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made. Unless otherwise disclosed in the Registration Statement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s 's or any Subsidiary's financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) except as set forth on Schedule 3.1(i)(iii), neither the Company nor any Subsidiary has not sold any assets outside the ordinary course of business or had capital expenditures, individually or in the aggregate, in excess of $200,000, (iv) neither the Company nor any Subsidiary has altered its method of accounting, (ivv) neither the Company nor any Subsidiary has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock and (vi) neither the Company and (v) the Company nor any Subsidiary has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option or Subsidiary equity incentive plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no No event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or Company, its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in one or more subsequent SEC Reports filed prior to the Registration Statement, the Prospectus and the Final Prospectus, date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and practice, (B) an unsecured short-term promissory note dated June 9, 2017 for the principal amount of approximately $1.8 million with a maturity date of September 1, 2017, and (C) liabilities that are not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option compensatory plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been or will not have been publicly disclosed at least one trading day prior to the date that this representation is madeClosing Date.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate on which this representation is being made, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares of the Company and shares, (v) the Company has not issued any equity securities to any officer, director or “Affiliate” (defined as any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Act), except pursuant to existing Company stock share option plans, if anyand (vi) no executive officer of the Company or member of the Board has resigned from any position with the Company. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities Shares contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited unaudited financial statements included within in the Registration StatementCompany’s most recent Quarterly Report on Form 10-Q (“2010 10-Q”), except as specifically disclosed in Section 3.1(j) of the Registration Statement, the Prospectus and the Final ProspectusDisclosure Letter, (i) there has been no event, occurrence or development that has had or that could would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock, (v) the Company has not sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vvi) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for Neither the issuance Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Securities contemplated by Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. To the Prospectus or disclosed in the Registration Statement or the ProspectusCompany’s knowledge, no event, liability, fact, circumstance, occurrence or development has occurred or exists exists, or is reasonably expected to occur or exist exist, with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or condition (financial condition that would or otherwise) which has had or could reasonably be required expected to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made result in a Material Adverse Effect that has not been publicly disclosed at least one trading day Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Registration Statement, the Prospectus and the Final Prospectusdate hereof, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accountingaccounting or the changed its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of the Company its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectusthis Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day 1 Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration StatementSEC Reports, except as specifically disclosed in the Registration StatementCompany’s Annual Report on Form 10-K, including such latest audited financial statements, or in a subsequent SEC Report filed prior to the Prospectus date hereof and the Final Prospectusexcept as set forth in Schedule 3.1(g), Schedule 3.1(m), and Schedule 3.1(j): (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, ; (ii) the Company has not incurred any liabilities or obligations (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to United States generally accepted accounting principles (“GAAP”) GAAP or disclosed in filings made with the Commission, ; (iii) the Company has not altered its method of accounting, ; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed or made any agreements to purchase or redeem any Ordinary Shares shares of its capital stock; (v) the Company has not sold, assigned or transferred any other tangible assets or Intellectual Property Rights, or canceled any debts or claims, except in the xxxxxxxx xxxxxx xx xxxxxxxx, (xx) the Company has not suffered any substantial loss contingencies or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business, (vii) the Company has not entered into any acquisition or financing transactions, whether or not in the ordinary course of business, other than with respect to the Transaction Documents and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans, if any. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective business, prospects (as such prospects are described in the Prospectus)businesses, properties, operations, assets or financial condition condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one trading day (1) Trading Day prior to the date that this representation is made.