Common use of Material Changes Clause in Contracts

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company audited financial statements included in the financial statements contained within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that would reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in equity incentive plans. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, Company or its Subsidiaries or their respective businesses, properties, operations operations, assets or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at on a registration statement on Form S-1 filed with the time this representation is made that SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed in the SEC Reportsannounced.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, since the respective date of the latest balance sheet of the Company included in the audited financial statements contained within the SEC Reports, except as specifically disclosed included in the SEC Reports, : (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in equity incentive plans. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations operations, assets or financial condition, as applicable, 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 in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except as set forth in the respective date SEC Reports or as otherwise contemplated herein, since September 30, 2006, there has been no Material Adverse Effect in respect of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Issuer and its Subsidiaries taken as specifically disclosed a whole. Except as set forth in the SEC Reports, since September 30, 2006, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in on the Issuer’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of the Issuer’s material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of the Issuer’s material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right undervalue, any material contract under which other than in the Company, or any ordinary course of its assets are bound or subject, and business; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Except as specifically disclosed set forth in the SEC ReportsReports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2007, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof), since December 31, 2007, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in on the Issuer’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of the Issuer’s material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of the Issuer’s material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right under, any material contract under which the Company, or any of its assets are bound or subject, and value; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants and the transactions contemplated by this Agreementthe Transaction Documents, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except as set forth on Schedule 2(h) or elsewhere on the respective schedules hereto, since the date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in plans. Except as set forth on Schedule 2(h), the SEC Reports, (vi) there has Company does not been have pending before the Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 2(h) or elsewhere on the Schedules hereto, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, 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 in at least 1 trading day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports or as set forth in Schedule 3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this AgreementAgreement or as set forth in Schedule 3.1(k) hereto, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, Reports (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, other than the quarterly dividends payable on the Company’s outstanding shares of Series A Convertible Preferred Stock, $0.0001 par value per share, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock or other equity securities issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except for there have not been any changes in the issuance of the Securities contemplated by this Agreementauthorized capital, no eventassets, liability or development has occurred or exists with respect to the Companyliabilities, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by business or operations of the Company under applicable securities laws at from that reflected in the time this representation is made that has not been publicly disclosed latest financial statements contained in the SEC ReportsReports except changes in the ordinary course of business which have not had or would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth on Section 3.1(k) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to material adverse effect on the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except Common Stock stock options and restricted stock issued to newly hired and promoted officers in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof and except as set forth on Schedule 3.1(i) attached hereto, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase equity incentive plans or executive and director corporate arrangements disclosed in Common Stock Equivalents outstanding as of the SEC Reports, (vi) there has date of the most recently filed periodic report under the Exchange Act. The Company does not been have pending before the Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, 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 in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since Except as disclosed in Schedule 3(i), since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that would reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or 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 (an “Affiliate”), except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reportsplans, (vi) there the Company has not been sold any change assets, individually or amendment toin the aggregate, in excess of $250,000 outside of the ordinary course of business or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance Company has not had capital expenditures, individually or in the aggregate, in excess of $250,000 outside of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the ordinary course of business. The Company under applicable securities laws at the time this representation is made that has does not been publicly disclosed in have pending before the SEC Reportsany request for confidential treatment of information.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to Effect, except as has been reasonably cured by the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) that are material to the Company or its Subsidiaries other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsany material respect except as otherwise required pursuant to GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase and incentive plans or executive and director corporate arrangements disclosed in awards. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which information. To the Company’s knowledge, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations operations, assets or financial condition, as applicable, 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 1 Trading Day prior to the date that this representation is made, except as would not be reasonably likely to result in the SEC Reportsan Material Adverse Effect.

Material Changes. Since Except as set forth in the respective date SEC Reports or as otherwise contemplated herein, since March 31, 2006, there has been no Material Adverse Effect in respect of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Issuer and its Subsidiaries taken as specifically disclosed a whole. Except as set forth in the SEC Reports, since March 31, 2006, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, liabilities not required to be reflected in on the Issuer’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of its material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of its material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right undervalue, any material contract under which other than in the Company, or any ordinary course of its assets are bound or subject, and business; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to its critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Except as specifically disclosed set forth on Schedule 4.10 and in the SEC ReportsReports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2009, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2009, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in on the Issuer’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of the Issuer’s material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of the Issuer’s material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right under, any material contract under which the Company, or any of its assets are bound or subject, and value; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive Stock Option Plans and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Except as specifically disclosed set forth on Schedule 4.10 and in the SEC ReportsReports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2008, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2008, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in on the Issuer’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports; (iv) any Lien or adverse claim on any of the Issuer’s material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of the Issuer’s material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right under, any material contract under which the Company, or any of its assets are bound or subject, and value; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer’s books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock stock options issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company and the latest balance sheet of Amesite included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Amesite, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company or Amesite from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition, results of operations or future prospects of the Company or Amesite, (iii) neither the Company or any subsidiary nor Amesite has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company or of Amesite, as applicable, pursuant to GAAP or to be disclosed in filings made with the SECSEC Reports, (iiiiv) neither the Company or any subsidiary nor Amesite has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (ivv) neither the Company or any subsidiary nor Amesite has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company). The Company and its subsidiaries, (v) individually and on a consolidated basis, are not as of the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (vii) except for the issuance as defined below). For purposes of the Securities contemplated by this AgreementSection 3(u), no event“Insolvent” means, liability or development has occurred or exists with respect to the Company, on a consolidated basis with its businessessubsidiaries, (i) the present fair saleable value of the Company’s and its subsidiaries’ assets is less than the amount required to pay the Company’s and its subsidiaries’ total indebtedness), (ii) the Company and its subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (iii) the Company and its subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature. To the best of its knowledge, other than with respect to the transactions contemplated by the Merger Agreement, no event, liability, development or circumstance has occurred or exists, or is contemplated to occur with respect to the Company, any of its subsidiaries or their respective business, properties, liabilities, prospects, operations (including results thereof) or condition (financial condition, as applicableor otherwise), that would be required to be disclosed by the Company under applicable securities laws at on a registration statement on Form S-1 filed with the time this representation is made that SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed in the SEC Reportsannounced.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, or described in the respective SEC Reports since the date of the latest balance sheet of the Company included in the audited financial statements contained within the SEC Reports, except as specifically disclosed included in the SEC Reports, : (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in equity incentive plans. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations operations, assets or financial condition, as applicable, 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 in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained within the SEC Reportsstatements, except as specifically disclosed in the SEC ReportsOffering Circular, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECGAAP, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reportsaffiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract under which the Company, or any of its assets are Company is bound or subject, subject and (vii) except for there has not been a material increase in the issuance aggregate dollar amount of (A) the Company’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s financial statements with respect thereto. Moreover, since the date(s) the Company afforded the Placement Agent and any prospective Purchaser (i) the opportunity to ask appropriate questions of, and receive answers from, representatives of the Securities contemplated by this AgreementCompany concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, no event, liability or development has occurred or exists with respect and (ii) access to information about the Company, including its businessesfinancial condition, results of operations, business, properties, operations or financial conditionmanagement, as applicableprospects and any potential transactions, that would be required sufficient to be disclosed by enable such prospective Purchaser(s) the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed Placement Agent to evaluate an investment in the SEC ReportsCommon Stock, there have been no events, occurrences or developments that have materially affected, or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Placement Agent and such prospective Purchaser(s) in connection with the offering of the Shares.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements equity based plans disclosed in the SEC Reports, Reports (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, subject and (vii) except to the Company’s Knowledge, there has not been a material increase in the aggregate dollar amount of (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this AgreementAgreement and the Subscription Agreements, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made. Moreover, since the date(s) the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Common Shares and the merits and risks of investing in the SEC ReportsCommon Shares; and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences or developments that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Purchasers in connection with the offering of the Common Shares.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof or on Schedule 3.1(i), (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliatesecurities, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, an Equity Incentive Plan (vi) there the Company has not been made any change amendment to its certificate of incorporation or amendment tobylaws (whether by merger, consolidation or otherwise), (viii) neither the Company nor any Subsidiary has entered into any settlement, or any waiver of offer or proposal to settle, (x) any material right underProceeding involving or against the Company or any Subsidiary, (y) any material contract under which stockholder litigation or dispute against the Company, Company or any of its assets are bound officers or subject, and directors or (viiz) except for any Proceeding or dispute that relates to the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by Transaction Documents. The Company does not have pending before the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC ReportsCommission any request for confidential treatment of information.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the CompanyCompany and a quarterly cash dividend of $0.04 per share of Common Stock on April 15, 2010), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except (A) Common Stock issued pursuant to existing Company option plans or equity based plans disclosed in the SEC Reports and (B) 8,740,000 shares of Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive March 2010, and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this AgreementAgreement (including, for the avoidance of doubt, the execution of any P&A Agreement and the consummation of any of the transactions contemplated thereunder, including any purchase of the Failed Bank or portion thereof), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC ReportsReports and/or the Saleen Entities Financial Statements, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof or disclosed on Schedule 3.1(i), (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has and the Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities that have been incurred since the date of the most recent balance sheet included in the SEC Reports or the Saleen Entities Financial Statements in the ordinary course of business consistent with past practice and are not (singly or in the aggregate) material to the Company’s business, and (B) liabilities not required to be reflected in the financial statements of the Company pursuant to GAAP due and payable or to be disclosed performed or satisfied after the date hereof under the Company and the Subsidiaries’ material contracts in filings made accordance with their terms, in each case which are not (singly or in the SECaggregate) material to the Company’s business, (iii) the Company has and the Subsidiaries have not materially altered its their method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in . The Company does not have pending before the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, 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 in on or prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have has been no eventsmaterial adverse change, occurrences or developments any development that have had or would reasonably be expected to have result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such change being referred to herein as a “Material Adverse Effect with respect to the Company, Change”); (ii) the Company has and its Subsidiaries, considered as one entity, have not incurred any material liabilities (contingent liability or otherwise) obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other than (A) trade payablescalamity, accrued expenses whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and other liabilities incurred its Subsidiaries, considered as one entity, or has entered into any transactions not in the ordinary course of business consistent with past practice business; and (B) liabilities not required to be reflected in the financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change material decrease in the capital stock or amendment toany material increase in any short-term or long-term indebtedness of the Company or its Subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other Subsidiaries, by any of the Company’s Subsidiaries on any class of capital stock, or any waiver of any material right under, any material contract under which repurchase or redemption by the Company, Company or any of its assets are bound or subject, and (vii) except for the issuance Subsidiaries of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsany class of capital stock.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements equity based plans disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included Except as set forth in the financial statements contained within the SEC Reports, except as specifically disclosed in since the date of the last audited financial statements included within the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) neither the Company nor any of its Subsidiaries has not incurred any material liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) neither the Company or any Subsidiary has entered into any agreement, arrangement or understanding, whether oral or written, whereby it has assumed or will assume or becomes responsible for any liability of a third party that is material to the Company on a consolidated basis, (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate of this Agreement, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans an Equity Incentive Plan or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, Company or any of its their assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except for the respective transactions contemplated hereby, since the date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, changes, occurrences or developments that have had or would reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect with respect to the Company, (ii) neither the Company nor any subsidiary has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECSEC Reports, (iii) neither the Company nor any subsidiary has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (iv) neither the Company or any subsidiary has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company). The Company and its subsidiaries, (v) individually and on a consolidated basis, are not as of the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (vii) except for the issuance as defined below). For purposes of the Securities contemplated by this AgreementSection 3(u), no event“Insolvent” means, liability or development has occurred or exists with respect to the Company, on a consolidated basis with its businessessubsidiaries, properties(i) the present fair saleable value of the Company’s and its subsidiaries’ assets is less than the amount required to pay the Company’s and its subsidiaries’ total indebtedness, operations (ii) the Company and its subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or financial conditionotherwise, as applicable, such debts and liabilities become absolute and matured or (iii) the Company and its subsidiaries intend to incur or believe that they will incur debts that would be required beyond their ability to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportspay as such debts mature.

Material Changes. Since the respective date of the latest balance sheet of the Company and the latest balance sheet of Exicure included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Exicure, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company or Exicure from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition, results of operations or future prospects of the Company or Exicure, (iii) neither the Company or any subsidiary nor Exicure has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company or of Exicure, as applicable, pursuant to GAAP or to be disclosed in filings made with the SECSEC Reports, (iiiiv) neither the Company or any subsidiary nor Exicure has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (ivv) neither the Company or any subsidiary nor Exicure has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports or Schedule 3.1(k), (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC ReportsDecember 31, 2005, except as specifically disclosed in the SEC ReportsReports or as set forth in Schedule 3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC ReportsExcept as set forth on Schedule 4.16, except as specifically disclosed in the SEC Reportssince July 31, 2008 (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would could reasonably be expected to have a result in FRB Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Buyer has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, 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 financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECbusiness, (iii) the Company Buyer has not materially altered its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (iv) the Company Buyer has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company Buyer has not issued any equity securities shares or options or warrants (except for the Employee Warrants) to acquire equity shares, (vi) Buyer has not mortgaged, pledged or subjected to lien any officerof its assets, director tangible or Affiliateintangible, (vii) Buyer has not sold, transferred or leased any of its assets except Common Stock issued in the ordinary course pursuant to existing Company stock option of business, (viii) Buyer has not cancelled or stock purchase plans compromised any debt or executive and director corporate arrangements disclosed claim, (ix) Buyer has not suffered any physical damage, destruction or loss (whether or not covered by insurance) or, as of the date hereof, loss of a material contractual right, or received written notice of a final non-appeallable ruling by a governmental agency adversely affecting the properties or business of Buyer, (x) Buyer has not entered into any material transaction other than in the SEC Reportsordinary course of business except for this Agreement, (vixi) Buyer has not made or granted any wage or salary increase or entered into any written employment agreement except as contemplated in this Agreement, (xii) Buyer has not suffered any material change in its business relationship with any of its material contractual parties, property owners, distributors or suppliers except as otherwise disclosed to Kreido’s Chief Executive Officer and Chief Financial Officer, (xiii) there has not been any change or amendment toare no renegotiations of, or attempt to renegotiate any waiver terms or provision of any material right under, contract or (xiv) Buyer has not entered into any material contract under which the Companyagreement, or otherwise obligated itself, to do any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company audited financial statements included in the financial statements contained within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that would reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in equity incentive plans. The Company does not have pending before the SEC ReportsCommission any request for confidential treatment of information, (vi) there has not been any change or amendment to, or any waiver except for requests relating to economic terms of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except a commercially sensitive nature. Except for the issuance of the Securities contemplated by this AgreementAgreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, Company or its Subsidiaries or their respective businesses, properties, operations operations, assets or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at on a registration statement on Form S-1 filed with the time this representation is made that SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed in the SEC Reportsannounced.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, Reports and except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date of this Agreement: (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) except as set forth in Schedule 4(j), the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or AffiliateAffiliate (as defined in Rule 405 of the Securities Act), except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase incentive plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, Company or any of its their assets are is bound or subject, and (vii) except for the issuance . For purposes of the Securities contemplated by this Agreement, no event“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, liability validity or development has occurred enforceability of any Transaction Documents, (ii) a material and adverse effect on the results of operations, assets, business or exists with respect financial condition of the Company and subsidiaries, taken as a whole, or (iii) any material adverse impairment to the Company, ’s ability to perform in any material respect on a timely basis its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company obligations under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsany Transaction Document.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof or as set forth on Schedule 3.1(j), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Notes and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC ReportsReports and Common Stock issued pursuant to the Share Exchange Transaction, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except as set forth in the respective date SEC Reports or as otherwise contemplated herein, since September 30, 2003, there has been no Material Adverse Effect in respect of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Issuer and its Subsidiaries taken as specifically disclosed a whole. Except as set forth in the SEC Reports, since September 30, 2003, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Issuer with respect to the Company, Common Stock; (iiiii) the Company has not any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, liabilities not required to be reflected in on the Issuer's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, and liabilities in connection with the matters described on Schedule 3.11; (iv) any Lien or adverse claim on any of its material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, and except as set forth on Schedule 3.11; (v) any sale, assignment or transfer of any of its material assets, tangible or intangible, except in the ordinary course of business; (vi) there has not been any change extraordinary losses or amendment to, or any waiver of any rights of material right undervalue, any material contract under which other than in the Company, or any ordinary course of its assets are bound or subject, and business; (vii) except for any material capital expenditures or commitments therefor other than in the issuance ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Securities contemplated by this Agreementbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, no eventor violation of any material covenant, liability or development has occurred or exists with respect to any outstanding debt obligations that are material to the Company, Issuer and its businesses, properties, operations Subsidiaries as a whole; (xi) any material changes to its critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the Issuer's books and records; or (xii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or plans and stock purchase plans plans, and pursuant to the conversion or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver exercise of any material right under, outstanding Common Stock Equivalents. The Company does not have pending before the Commission any material contract under which the Company, or any request for confidential treatment of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, 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 in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports and except as disclosed on Schedule 2(j), (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) neither the Company nor any Subsidiary has entered into any material contract, agreement or other transaction that is not in the ordinary course of business, (iii) neither the Company nor any Subsidiary has incurred any material liabilities or obligations (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, and (iiiC) liabilities not exceeding in the aggregate $200,000; (iv) neither the Company nor any Subsidiary has not materially altered its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (ivv) neither the Company nor any Subsidiary has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock stock, and (other than in connection with repurchases of unvested stock issued to employees of the Company), (vvi) neither the Company nor any Subsidiary has not issued any equity securities to any officer, director or AffiliateAffiliate (as defined below), except Common Stock issued in the ordinary course pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. “Affiliate” means any Person that, directly or stock purchase plans indirectly through one or executive and director corporate arrangements disclosed in the SEC Reportsmore intermediaries, (vi) there has not been any change controls or amendment to, is controlled by or any waiver of any material right under, any material contract is under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists common control with respect to the Company, its businesses, properties, operations or financial conditiona Person, as applicable, that would be required to be disclosed by the Company such terms are used in and construed under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC ReportsRule 144.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC ReportsRegistration Statement and the Prospectus, except as specifically disclosed set forth on Schedule 3.1(i) and in the SEC ReportsRegistration Statement and the Prospectus, (i) there have has been no eventsevent, occurrences occurrence or developments development, including changes generally affecting the parallel-import vehicles industry, that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in plans. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i) and in the Registration Statement and the Prospectus, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, its businessesSubsidiaries or any of their respective business, prospects, properties, operations operations, assets or financial condition, as applicable, 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 in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) to the Company’s knowledge, there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract under which the Company, Company or any of its assets are subsidiaries is bound or subject, and (vii) except to the Company’s knowledge, there has not been a material increase in the aggregate dollar amount of (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or Bank’s financial statements with respect thereto. Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one trading day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have has been no eventsevent, occurrences occurrence or developments development of the Company or Issuer that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Issuer has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Issuer’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company Issuer has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Issuer has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company Issuer has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to Issuer’s existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in plans. The Issuer does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(i), no event, liability or development has occurred or exists with respect to the Company, the Issuer or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company Issuer under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC ReportsMarch 31, 2014, except as specifically disclosed in the SEC Reportson Schedule 3.1(k), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) neither the Company nor any of its Subsidiaries has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECGAAP, (iii) neither the Company nor any of its Subsidiaries has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) neither the Company nor any of its Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) neither the Company nor any of its Subsidiaries has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC ReportsDisclosure Schedules, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which by the Company, Company or any of its assets are Subsidiaries under, or any termination of, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, subject and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company’s Knowledge, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that there has not been publicly disclosed a material increase in the SEC Reportsaggregate dollar amount of: (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) the reserves or allowances established on the Company’s or Bank’s financial statements with respect thereto.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, or changed its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends, or pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof and except as set forth on Schedule 3.1(j) to the Disclosure Schedule, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s consolidated financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi. Except as set forth on Schedule 3.1(j) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which to the Company, or any of its assets are bound or subject, Disclosure Schedule and (vii) except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof or in connection herewith: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Ableauctions has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Ableauctions’ financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company Ableauctions has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Ableauctions has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company Ableauctions has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in . Ableauctions does not have pending before the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities Ableauctions Shares contemplated by this AgreementAgreement or as set forth on Schedule 4.8, no event, liability or development has occurred or exists with respect to the Company, Ableauctions or its businessesAbleauctions Subsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company Ableauctions under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company and the latest balance sheet of Valeritas included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Valeritas, (ii) neither the Company nor Valeritas has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company or of Valeritas, as applicable, pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) neither the Company nor Valeritas has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) neither the Company nor Valeritas has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) neither the Company nor Valeritas has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company or Valeritas stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC ReportsReports and Common Stock issued pursuant to the Merger, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, Valeritas or any of its their assets are bound or subject, and (vii) except for the issuance of the Securities Shares and Placement Agent Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its Valeritas or each of their businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company or Valeritas under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Purchaser has not incurred any material liabilities (contingent or otherwise) other than (A) under the REVsolutions Agreement, (B) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice which in the aggregate will not exceed $10,000 as of the Closing Date and (BC) liabilities not required to be reflected in the Purchaser’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company Purchaser has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Purchaser has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem purchase, any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company Purchaser has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in . The Purchaser does not have pending before the SEC Reports, (vi) there has not been any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities Consideration Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Purchaser or its businessesbusiness, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company Purchaser under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Business Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC ReportsMarch 31, 2016, except as specifically disclosed in SEC Filings dated prior to the SEC Reports, Closing Date: (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to material adverse effect on the business, operations or financial condition of the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash cash, shares of capital stock or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) except for the Fate Therapeutics, Inc. Inducement Equity Plan approved by the Board of Directors on May 10, 2016, under which the Company has reserved an aggregate of 500,000 shares of Common Stock (including 200,000 shares of Common Stock underlying a non-qualified stock option granted to an executive officer of the Company), the Company has not issued any equity securities to any officer, director or Affiliatesecurities, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive, stock option or stock purchase plans or agreements or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect Filings dated prior to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC ReportsClosing Date.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except Except as specifically disclosed set forth in the SEC ReportsReports or otherwise disclosed herein, since June 30, 2004, there has been no Material Adverse Effect in respect of the Company. Except as set forth in the SEC Reports or otherwise disclosed herein, since June 30, 2004 there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had other acquisition by the Company of any shares of the Common Stock; (ii) any declaration, setting aside or would reasonably be expected to have a Material Adverse Effect payment of any dividend or other distribution by the Company with respect to the Company, Common Stock; (iiiii) the Company has not incurred any material liabilities (contingent absolute, accrued or otherwisecontingent) incurred or assumed by the Company, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent business, liabilities under contracts entered into in the ordinary course of business, purchase price payment obligations incurred in connection with past practice the acquisitions of Red Rock Communications Solutions, Inc. and (B) Integration Technologies, Inc., and liabilities not required to be reflected in on the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, GAAP; (iv) the Company has not declared any Lien or made adverse claim on any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director ’s material properties or Affiliateassets, except Common Stock issued for Liens for taxes not yet due and payable, interests of lessors under operating capital leases, purchase money liens, amounts deposited as security for surety bonds, Liens incurred in the ordinary course pursuant of business or Liens that are not material in amount to existing the Company stock option and its Subsidiaries taken as a whole; (v) any sale, assignment or stock purchase plans transfer by the Company of any of its material assets, tangible or executive and director corporate arrangements disclosed intangible, except in the SEC Reports, ordinary course of business; (vi) there has not been any change default by the Company in the payment of principal or amendment tointerest in any material amount, or any waiver violation of any material right undercovenant, with respect to any outstanding debt obligations that are material contract under which to the Company, or any of its assets are bound or subject, and ; (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect any material changes to the Company, its businesses, properties, operations ’s critical accounting policies or financial condition, as applicable, that would be required material deviations from historical accounting and other practices in connection with the maintenance of the issuer’s books and records; or (viii) any agreement or commitment to be disclosed by do any of the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsforegoing.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred incurred, assumed or guaranteed any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECSEC Reports, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities capital stock or granted any options, warrants or other rights to purchase or obtain any of its capital stock to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any material change or material amendment to, or any waiver of any material right by the Company under, or any material contract termination of, any Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except there has not occurred any material transfer, assignment, sale or other disposition of any of the assets shown or reflected in the consolidated balance sheet of the Company or any material cancellation, discharge or payment of any debts, liens or entitlements, (viii) none of the Company and its Subsidiaries has made any material capital investment in, or any material loan to, any Person, (ix) the Company has not adopted, entered into, modified or terminated any employee benefit plan or any material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (x) the Company has not entered into a material new line of business or abandoned or discontinued any material existing line of business, and (xi) none of the Company and its Subsidiaries has entered into any contract or agreement to do any of the foregoing, or has taken any action or omission to act that would result in any of the foregoing. Except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except for the respective transactions contemplated hereby or in the Merger Agreement, since the date of the latest balance sheet of the Company and the latest balance sheet of Serve included in the financial statements contained within in the SEC ReportsDelivered Super 8-K, except as specifically disclosed in the SEC Reportsset forth on Schedule 3(u), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Serve, (ii) there have not been any changes in the assets, financial condition, business or operations of the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred Serve from that reflected in the financial statements contained in the Delivered Super 8-K except changes in the ordinary course of business consistent with past practice and (B) liabilities which have not required to be reflected been, either individually or in the aggregate, materially adverse to the business, properties, financial statements condition, results of operations or future prospects of the Company pursuant to GAAP or to be disclosed in filings made with the SECServe, (iii) none of the Company or Serve or any of their respective Subsidiaries has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (iv) none of the Company or Serve or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company). The Company and its Subsidiaries, (v) individually and on a consolidated basis, are not as of the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent (vii) except for the issuance of the Securities contemplated by this Agreementas defined below). “Insolvent” means, no event, liability or development has occurred or exists with respect to the Company, on a consolidated basis with its businessesSubsidiaries, properties(i) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total indebtedness, operations (ii) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or financial conditionotherwise, as applicable, such debts and liabilities become absolute and matured or (iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be required beyond their ability to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportspay as such debts mature.

Material Changes. Since Except as set forth on Confidential Schedule 3.1(m), since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock (A) issued in the ordinary course as dividends on outstanding preferred stock or (B) issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports or (C) issued pursuant to other existing agreements disclosed in the SEC Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends [on outstanding preferred stock or] pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports or in Schedule 3.1(j) hereto, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner identity of its auditors, except as disclosed in which it keeps its accounting books and recordsSEC Reports, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders stockholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with except for repurchases by the Company of unvested shares of capital stock issued held by employees, officers, directors or consultants pursuant to employees an option of the CompanyCompany to repurchase such shares upon the termination of employment or services), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option stock-based plans. The Company has not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge or stock purchase plans reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or executive any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not as of the date hereof, and director corporate arrangements disclosed after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be Insolvent (as defined immediately hereinafter). For purposes of this Section 3.1(j), “Insolvent” means (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in the SEC ReportsSection 3.1(bb)), (viii) there has not been any change the Company is unable to pay its debts and liabilities, subordinated, contingent or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial conditionotherwise, as applicablesuch debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be required beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsconducted.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive Stock Option Plans and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof or as furnished in the Company’s Current Report on Form 8-K dated January 25, 2010, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, the execution of the Upfront Securities Purchase Agreement, the execution of the Merger Agreement, and the execution of this Agreement, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)Common Stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements equity based plans disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this AgreementAgreement (including, for the avoidance of doubt, the execution of the Merger Agreement and the consummation of the transactions contemplated thereunder, including the Mergers), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) neither the Company nor any Subsidiary has not incurred any material liabilities (contingent direct, indirect, contingent, or otherwise) other than (A) trade payables, accrued expenses and other liabilities those incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECpractice, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)shares, (v) neither the Company nor any Subsidiary has waived any material right or material debt owed to it, (vi) neither the Company nor any Subsidiary has changed or amended its certificate or articles of incorporation, bylaws or other organizational or charter documents, or change any material contract or arrangement by which the Company or Subsidiary is bound or to which its assets or properties is subject, (vii) the Company has not issued any equity securities to any officer, director or AffiliateAffiliate of the Company or any of its Subsidiaries, except Common Stock issued in the ordinary course pursuant to existing Company stock option plans or stock purchase plans or executive and director corporate arrangements option agreements as disclosed in the Company’s SEC Reports, and (viviii) there neither the Company nor any Subsidiary has entered into any transaction other than in the ordinary course of business. The Company does not have pending before the Commission any request for confidential treatment of information. The Company has not been taken any change steps to seek protection pursuant to PRC bankruptcy law nor does the Company have any knowledge or amendment to, reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any waiver actual knowledge of any material right underfact which would reasonably lead a creditor to do so. The Company is not as of the date hereof, any material contract under which and after giving effect to the transactions contemplated hereby to occur at the applicable Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(i), “Insolvent” means (i) the present fair saleable value of the Company, or any of its ’s assets are bound or subject, and (vii) except for is less than the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect amount required to pay the Company’s total Indebtedness (as defined in Section 3.1(cc)), (ii) the Company is unable to pay its businessesdebts and liabilities, propertiessubordinated, operations contingent or financial conditionotherwise, as applicablesuch debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be required beyond its ability to pay as such debts mature or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsconducted.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof and for operating losses incurred in the ordinary course of business consistent with past losses, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in plans. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth in the Disclosure Schedules, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, 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 in at least two Trading Days prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the SEC Reports and the latest balance sheet of Sincerity Australia included in the financial statements contained within the SEC ReportsSuper 8-K, except as specifically disclosed in the SEC ReportsReports or the Super 8-K, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Sincerity Australia, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company or Sincerity Australia from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition or results of operations of the Company or Sincerity Australia, (iii) neither the Company or any subsidiary nor Sincerity Australia has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company or of Sincerity Australia, as applicable, pursuant to GAAP or to be disclosed in filings made with the SECSEC Reports or Super 8-K, (iiiiv) neither the Company or any subsidiary nor Sincerity Australia has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (ivv) neither the Company or any subsidiary nor Sincerity Australia has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsstock.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed included in the SEC Reports, : (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Borrower has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Borrower’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company Borrower has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Borrower has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company Borrower has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in Borrower equity incentive plans. The Borrower does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Borrower or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company Borrower under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company and the latest balance sheet of Aerpio included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the CompanyCompany or Aerpio, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company or Aerpio from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, materially adverse to the business, properties, financial condition or results of operations of the Company or Aerpio, (iii) neither the Company or any subsidiary nor Aerpio has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company or of Aerpio, as applicable, pursuant to GAAP or to be disclosed in filings made with the SECSEC Reports, (iiiiv) neither the Company or any subsidiary nor Aerpio has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, and (ivv) neither the Company or any subsidiary nor Aerpio has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since Except as provided in the respective SEC Reports hereto, since the date of the latest balance sheet of the Company included in the audited financial statements contained within the SEC Reports, except as specifically disclosed included in the SEC Reports, : (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared declared, nor has the Board of Directors of the Company authorized, or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities or 0000-0000-0000.7 Common Stock Equivalents to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except equity incentive plans. Except for the issuance of the Securities contemplated by this AgreementAgreement and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations operations, assets or financial condition, as applicable, 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 in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would is reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) or discharged or satisfied an lien or encumbrance other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders holders of Common Stock or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity stock, bonds or other securities to or any officerrights, director options or Affiliatewarrants with respect thereto, except Common Stock issued in connection with the Merger and as set forth on Schedule 3.1(i), (vi) the Company has not sold, assigned or transferred any other tangible assets or canceled any debts or claims, except in the ordinary course pursuant of business consistent with past practice, (vii) the Company has not sold, assigned or transferred ay patent rights, trademarks, trade names, copyrights, trade secrets or other intangibles assets or intellectual property rights, or disclosed any proprietary confidential information to existing any person, other than to IDI and its officers, directors and agents in contemplation of the Merger, (viii) the Company stock option has not suffered any substantial losses or stock purchase plans waived any rights of material value, whether or executive and director corporate arrangements disclosed not in the SEC Reports, (vi) there has not been any change or amendment toordinary course of business, or any waiver suffered the loss of any material right underamount of prospective business, (ix) the Company has not made any material contract under which changes in employee compensation, (x) the CompanyCompany has not entered into any other transaction other than in the ordinary course of business consistent with past practice, or (xi) the Company has not entered into an agreement, written or otherwise, to take any of its assets are bound or subject, and (vii) except the foregoing actions. The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest consolidated balance sheet of the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the Company’s SEC ReportsFilings, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have a Material Adverse Effect with respect to the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliateaffiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the Company’s SEC ReportsFilings, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its their assets are bound or subject, and (vii) except for the issuance of the Securities Notes contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company nor its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the Company’s SEC ReportsFilings.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) immaterial liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC ReportsReports , (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, Company or any of its assets are is bound or subject, and (vii) except the Company has not lost the services of any key employee or experienced a material change in the composition or duties of the senior management of the Company or any Subsidiary, and (viii) there has been no change or amendment to the Company’s certificate of incorporation or bylaws. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth on Schedule 3.1(k), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof or in connection herewith: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company Ableauctions has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Ableauctions’ financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company Ableauctions has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Ableauctions has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company Ableauctions has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in . Ableauctions does not have pending before the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities Ableauctions Shares contemplated by this AgreementAgreement or as set forth on Schedule 4.8, no event, liability or development has occurred or exists with respect to the Company, Ableauctions or its businessesAbleauctions Subsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company Ableauctions under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reports.date that this representation is made. SHARE EXCHANGE AGREEMENT

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option equity compensation plans or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC ReportsSeptember 30, 2017, except as specifically disclosed in the SEC Reports, Filings: (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to on the business, operations or financial condition of the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECSEC and (C) liabilities incurred under the Settlement and License Agreement dated as of January 5, 2018 by and among Teva Pharmaceuticals International GmbH, AlderBio Holdings, LLC and the Company, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsrecords in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash cash, shares of capital stock or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliatesecurities, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive the Company’s 2014 Equity Incentive Plan, the Company’s 2014 Employee Stock Purchase Plan and director corporate arrangements disclosed in the SEC Reportsthis Agreement, (vi) there has not been any no material adverse change in the net current assets or amendment to, or any waiver net assets of any material right under, any material contract under which the Company, or any of its assets are bound or subjectCompany and the Subsidiaries, and (vii) except for neither the issuance Company nor any of the Securities contemplated by this Agreement, no event, liability Subsidiaries has sustained any loss or development has occurred or exists interference with respect its business that is material to the CompanyCompany and the Subsidiaries taken as a whole and that is either from fire, its businessesexplosion, propertiesflood or other calamity, operations whether or financial conditionnot covered by insurance, as applicableor from any labor disturbance or dispute or any action, that would be required order or decree of any court or arbitrator or governmental or regulatory authority. The Company has not taken any steps, and does not currently expect to be disclosed by take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company under applicable securities laws at the time this representation have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is made that has not been publicly disclosed in the SEC Reportsfinancially solvent and is generally able to pay its debts as they become due.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports or as set forth in Schedule 3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . Except for the issuance of the Securities Shares contemplated by this AgreementAgreement or as set forth in Schedule 3.1(k) hereto, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have has been no eventsmaterial adverse change, occurrences or developments any development that have had or would reasonably be expected to have result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, prospects or liabilities, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such change being referred to herein as a “Material Adverse Effect with respect to the Company, Change”); (ii) the Company has and its Subsidiaries, considered as one entity, have not incurred any material liabilities (contingent liability or otherwise) obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other than (A) trade payablescalamity, accrued expenses whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and other liabilities incurred its Subsidiaries, considered as one entity, or has entered into any transactions not in the ordinary course of business consistent with past practice business; and (B) liabilities not required to be reflected in the financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change material decrease in the capital stock or amendment toany material increase in any short-term or long-term indebtedness of the Company or its Subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other Subsidiaries, by any of the Company’s Subsidiaries on any class of capital stock, or any waiver of any material right under, any material contract under which repurchase or redemption by the Company, Company or any of its assets are bound or subject, and (vii) except for the issuance Subsidiaries of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsany class of capital stock.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to Effect, except as has been reasonably cured by the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) that are material to the Company or its Subsidiaries other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or and not required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsany material respect except as otherwise required pursuant to GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase and incentive plans or executive and director corporate arrangements disclosed in awards. The Company does not have pending before the SEC Reports, (vi) there has not been Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which information. To the Company’s knowledge, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations operations, assets or financial condition, as applicable, 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, except as would not be reasonably likely to result in the SEC Reportsan Material Adverse Effect.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) other than things affecting the beverage industry generally and other than as a result of disclosure of the transactions contemplated by the Transaction Documents, there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reports.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the a subsequent SEC ReportsReport, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except plans. Except for the issuance of the Securities Debenture contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businessesCompany or any Subsidiary or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made or that could reasonably be expected to result in the SEC Reportsa Material Adverse Effect.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained within the SEC Reportsmost recent Quarterly Report on Form 10-Q, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to on the Company’s financial statements or results of operations as so reported, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or accounting, the manner in which it keeps its accounting books and records, or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest balance sheet of audited financial statements included within the Company included in the financial statements contained within the SEC Reports, except as specifically disclosed in the SEC ReportsFinancial Statements, (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice that are not past due, and (B) liabilities not required to be reflected in the financial statements of the Company Financial Statements pursuant to GAAP or to be disclosed in filings made with the SECGAAP, (iii) the Company has and its Subsidiaries have not altered materially altered its their method of accounting or the manner in which it keeps its they keep their accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed redeemed, or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has and its Subsidiaries have not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course Person other than pursuant to existing Company stock option or stock purchase equity incentive plans or executive and director corporate arrangements disclosed in the SEC Reportstax-qualified stock benefit plans, (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which by the Company, Company or any of its assets are Subsidiaries under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) except for there has not been a material increase in the issuance aggregate dollar amount of (A) the Securities contemplated by this Agreement, no event, liability Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or development has occurred more past due and still accruing interest) or exists with (B) the reserves or allowances established on and in respect to the CompanyCompany Financial Statements. Since the date(s) the Company afforded the Purchasers (i) the opportunity to ask such questions as it has deemed necessary of, its businessesand to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, operations management, prospects, and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences, or financial conditiondevelopments that have materially affected or would reasonably be expected to materially affect, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed either individually or in the SEC Reportsaggregate, the information as presented to the Purchasers in connection with the offering of the Shares.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesbusiness, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof, (i) there have been no events, circumstances, changes, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements agreement, arrangement, commitment or understanding to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase equity based plans or executive and director corporate arrangements disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to have result, either individually or in the aggregate, in a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock securities (other than in connection with repurchases of unvested stock shares issued to employees of the Company), ) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock Ordinary Shares issued in the ordinary course as dividends on outstanding preferred shares and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract under which the Company, any Subsidiary thereof, or any of its their assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for the issuance confidential treatment of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in the SEC Reportsinformation.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the financial statements contained included within the SEC ReportsReports and except as disclosed on Schedule 3.1(j), except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), Company or in connection with cashless exercises of options or warrants with a net issuance feature) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares and Warrants contemplated by this AgreementAgreement and except as disclosed on Schedule 3.1(j), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except as disclosed on Schedule 4.10, since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have result in a Material Adverse Effect with respect to the CompanyEffect, (ii) except in connection with the Company Transaction, Genius has not incurred any material liabilities (contingent or otherwise) other than (A) trade 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 Genius Inc.’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company Genius Inc. has not materially altered its method of accounting (except as may be required by GAAP) or the manner in which it keeps identity of its accounting books and recordsauditors, (iv) the Company Genius Inc. has not declared or made any dividend or distribution of cash or other property to its stockholders or or, except in connection with the Transaction, purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, and (v) the Company Genius Inc. has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase incentive plans or executive and director corporate arrangements disclosed in specifically approved by the SEC Reports, (vi) there has Board of Directors of Genius Inc. Genius Inc. does not been have pending before the Commission any change or amendment to, or any waiver request for confidential treatment of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except information. Except for the issuance of the Securities transactions contemplated by this AgreementAgreement or as disclosed on Schedule 4.10, no event, liability or development has occurred or exists with respect to the Company, Genius or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company Genius under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reports.date that this representation is made. EXHIBIT 10.1

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reports, date hereof (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate compensation arrangements disclosed in the SEC Reports, (vi) there has not been any change or amendment to, or any waiver of any material right under, any material contract under which the Company, or any of its assets are bound or subject, and (vii) except . Except for the issuance of the Securities Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since Except as identified and described in the respective SEC Filings or the SEDAR Filings, since the date of the latest balance sheet of the Company included in the Company’s last audited financial statements contained within the SEC Reports, except as specifically disclosed in the SEC Reportsstatements, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock Shares issued in the ordinary course as dividends on outstanding preferred stock or pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Filings and the SEDAR Filings and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract under which the Company, any of its Subsidiaries, or any of its their respective assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in the SEC ReportsReports or as set forth in Schedule 3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (vi) there has not been any material change or amendment to, or any waiver of any material right under, any material contract Material Contract under which the Company, any of its Subsidiaries, or any of its their respective assets are is bound or subject, and (vii) except . Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth in Schedule 3.1(k) hereto, no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.

Material Changes. Since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the SEC Reports, except as specifically disclosed in subsequent SEC Reports filed prior to the SEC Reportsdate hereof or in the Form 8-K furnished by the Company on January 28, 2011, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect with respect to the CompanyEffect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SECCommission, (iii) the Company has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)Common Stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements equity based plans disclosed in the SEC Reports, and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any material contract Material Contract under which the Company, Company or any of its assets are Subsidiaries is bound or subject, and (vii) except . Except for the issuance of the Securities transactions contemplated by this AgreementAgreement (including, for the avoidance of doubt, the execution of any P&A Agreement and the consummation of any of the transactions contemplated thereunder, including any purchase of the Failed Bank or portion thereof), no event, liability or development has occurred or exists with respect to the Company, Company or its businessesSubsidiaries or their respective business, properties, operations or financial condition, as applicable, condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate that this representation is made.