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 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 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 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. 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 Reports, except as specifically disclosed set forth on Schedule 3.1(i) or 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 Company, any 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), 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 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 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 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 financial statements included in the financial statements contained within the SEC Reports, except as specifically disclosed set forth 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, 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 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 sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except 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 information. Neither the Company, or Company nor 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 Subsidiaries has occurred or exists with respect taken any steps to the Company, its businesses, properties, operations or financial condition, as applicable, that would be required seek protection pursuant to be disclosed by any bankruptcy law nor does the Company under applicable securities laws at the time this representation is made have any knowledge or reason to believe that has not been publicly disclosed in the SEC Reportsits 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 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 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 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 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 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 included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the SEC Reportsdate hereof and except as disclosed in 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 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. Except as disclosed in 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 the Company, or any of its assets are bound or subject, and (vii) 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. 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, the Pricing Prospectus and the Prospectus, except as specifically disclosed set forth on Schedule 3.1(i) and in the SEC ReportsRegistration Statement, the Pricing Prospectus 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, the Pricing Prospectus 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 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 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 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 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 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 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, 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 changed 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), (v) there has not been any material change or amendment to, or any waiver of any material right under, any Material Contract under which the Company or any of its assets is bound or subject, and (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 current or previously 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 stock-based plans. 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 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, 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 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 mortgaged, pledged, transferred a security interest in, or allowed a lien to be created, with respect to any of its material properties or assets, except for Permitted Liens (as defined in the Security Agreement), (iv) the Company has not sold, assigned or transferred any Company Proprietary Assets except in the ordinary course of business as it may exist from time to time, (v) the Company has not materially altered its method of accounting or the manner in which it keeps its accounting books and records, (ivvi) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company), (vvii) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course as dividends pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, Reports and (viviii) 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 Note 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 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 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 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 Financial Statements included in the financial statements contained within the SEC ReportsPublic Disclosure Documents, except as specifically disclosed in the SEC ReportsPublic Disclosure Documents filed at least one Trading Day prior to the date hereof and in the Prospectus Supplement, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that 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, 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 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, and (v) the Company has not issued any equity securities 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 incentive award 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 Common Shares contemplated by this AgreementAgreement at the time this representation is made or deemed made, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists with respect to the CompanyCompany or its Businesses, its businessesprospects, properties, operations, assets, financial condition or results of operations or financial condition, as applicable, that would be required to be disclosed by the Company under applicable securities laws Securities Laws at the time this representation is made or deemed made or thereafter that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate hereof.

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 disclosed in 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 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 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. Except as disclosed in 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 the Company, or any of its assets are bound or subject, and (vii) 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 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 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 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. 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 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 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 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 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 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 financial statements included in the financial statements contained within the SEC Reports, except as specifically disclosed set forth 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, 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 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 sold any assets outside of the ordinary course of business, (vi) the Company has not made any material capital expenditures and (vi) the Company has not issued any equity securities to any officer, director or Affiliate, except 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. None of the Loan Parties has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any knowledge 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, reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any waiver actual knowledge of any material right under, any material contract under fact 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 would reasonably lead a creditor 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 Reportsdo so.

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 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 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 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 and 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 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 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 Notes 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 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 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 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 the transactions contemplated by this Agreementthe Transaction 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, 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, 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) other than dividends disclosed on the Company’s press releases available on its website, 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 . 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 Schedule 3.1(i), since the respective date of the latest balance sheet of the Company included in the audited financial statements contained included within the Company’s 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 Company’s SEC Reports, (vi) there has . 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 in the SEC Reports, 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 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: (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)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 the Company has not been increased any change salary paid to any officer, director or amendment to, or employee. The Company does not have pending before the Commission 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 3.17, 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 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 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 that have development that, to the Knowledge of the Company, 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 officer or Affiliatedirector, except Common Stock issued in the ordinary course pursuant to existing Company stock option Employee Benefit Plans or stock purchase plans agreements or executive and director corporate arrangements disclosed instruments issued in connection therewith. 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 Knowledge of the Company, or any of its assets are bound or subject, and (vii) except for the issuance of the Securities contemplated by this Agreementthe Transaction Documents 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 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 a subsequent SEC Report filed prior to the SEC Reportsdate hereof and except for consummation of the Merger and the transactions disclosed in the PPM, (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 Agreementthe Subscription Agreements or as set forth on Schedule 3(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 that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made. The representations and warranties in this Section 3(i) as they relate to the SEC ReportsCompany prior to consummation of the Merger are qualified to the extent of the actual knowledge of the Company.

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 Merger Agreement, the execution of the Acquisition Finance Securities Purchase 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 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 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 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 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, 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 ReportsMarch 31, 2015, except as specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments developments, either individually or in the aggregate that have had or would reasonably be expected to have a Company Material Adverse Effect with respect to the CompanyEffect, (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 Company’s consolidated 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 Subsidiary or any of its their respective assets are is bound or subject, and (vii) except . The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement, 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, 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 financial statements of the Company Financial Statements 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 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 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 financial statements contained within the SEC ReportsJanuary 1, 2013, except as specifically disclosed in the SEC ReportsReports or as set forth in Schedule 3.11 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) 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 Company’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (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, (iv) 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 (other than in connection with repurchases of unvested stock issued to employees of the CompanyCompany or any Subsidiary), (v) neither the Company nor any Subsidiary 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 by the Company or any Subsidiary 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 3.11 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, (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 equity based plans disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company 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 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 (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 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 as of the SEC Reportsdate that this representation is made.

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 Reports, except as specifically disclosed in the SEC ReportsReports filed at least one (1) Business Day prior to the date hereof or other than as set forth in Schedule 3.1(i), (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that 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, 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 Shares contemplated by this AgreementAgreement at the time this representation is made or deemed made, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists with respect to the CompanyCompany or its Subsidiaries or their respective businesses, its businessesprospects, properties, operations, assets, financial condition or results of 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 or thereafter that has not been publicly disclosed in at least one (1) Trading Day prior to the SEC Reportsdate hereof.

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 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 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 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 or service providers 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. 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 Reports, except as specifically disclosed in the SEC ReportsReports filed at least one Trading Day prior to the date hereof and in the Prospectus Supplement, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or that 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, 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 incentive award 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 Shares contemplated by this AgreementAgreement at the time this representation is made or deemed made, no event, liability liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company, Company or its businesses, prospects, properties, operations, assets, financial condition or results of 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 or thereafter that has not been publicly disclosed in at least one Trading Day prior to the SEC Reportsdate hereof.

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 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 Debentures and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company, Company or its Subsidiaries or their respective 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 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, development or developments regulatory action 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 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 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 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 for consummation of the Merger, the Common Stock Transaction and the transactions disclosed in the Private Placement Memorandum, (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 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 that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made. The representations and warranties in this Section 3.1(i) as they relate to the SEC ReportsCompany prior to consummation of the Merger are qualified to the extent of the actual knowledge of the Company.

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. 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 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. 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.l(i), 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 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 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) to the Knowledge of root9B, 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 root9B 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 root9B’s financial statements of the Company pursuant to GAAP or required to be disclosed in filings made with the SEC, (iii) the Company root9B has not altered materially altered its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company root9B has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Companyroot9B), (v) the Company root9B 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 to the Knowledge of root9B, any waiver of any material right by root9B under, any material contract entered into by root9B filed as an exhibit to an SEC Report pursuant to Item 601 of Regulation S-K (each a “root9B Material Contract”) under which the Company, root9B 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, root9B 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 root9B 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)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 compensation 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 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 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 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 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 equity based plans 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 at least one Trading Day prior to the date that this representation is made. Moreover, since the date(s) the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Preferred Shares and the merits and risks of investing in the SEC ReportsPreferred Shares; and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences or developments that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to the Purchasers in connection with the offering of the Preferred Shares.

Material Changes. Since the 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 of this Agreement.

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 Compass included in the financial statements contained within the SEC Reports, 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 Compass, (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 Compass from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business consistent with past practice and (B) liabilities which have not required to be reflected been, either individually or in the 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 SECCompass, (iii) none of the Company or Compass 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 Compass or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or equityholders 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 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 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 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 and the consummation of the transactions contemplated by the Transaction Documents 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 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 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 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 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 plans. The Company does not have pending before the Commission any request for confidential treatment of information. 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 Closing will not be, Insolvent (as defined below). For purposes of this Section 3(j), “Insolvent” means (i) the present fair saleable value of the Company's assets is less than the amount required to pay the Company's total Indebtedness (as defined in the SEC ReportsSection 3(i)), (viii) there the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) the Company has not been any change or amendment to, or any waiver of any material right under, any material contract under unreasonably small capital with which to conduct the Company, or any of its assets are bound or subject, business in which it is engaged as such business is now conducted and (vii) except is proposed to be conducted. Except for the issuance of the Securities contemplated by this AgreementAgreement or as set forth in the SEC Reports, 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 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 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 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 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 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 executive 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 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 audited financial statements contained included within the SEC Reports, and 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 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 awards. 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 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 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 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 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 December 31, 2007, except as set forth in the Company included in the financial statements contained within the SEC Reports, except Information or as specifically disclosed in Section 3.20 of the SEC ReportsDisclosure Schedules, (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, Documents and Press Releases and (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any 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. For purposes of this Agreement, “GAAP” shall mean U.S. generally accepted accounting principles, applied on a consistent basis.

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, 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 (including, without limitation, the footnotes thereto) 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 identity of its accounting books and recordsauditors, (iv) except as set forth on Schedule 3.1(j), the Company has not declared or made any dividend or distribution of cash or other property to its stockholders shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees of the Company)stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in as disclosed on Schedule 3.1(j). 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 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 and regulations at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to the date hereof. Except as set forth in Schedule 3.1(j), neither the SEC ReportsCompany nor, to the Company’s knowledge, any Affiliate of the Company (including, without limitation, any pension plan, employee stock option plan or similar plan) has purchased or sold any securities of the Company within the 90 days preceding the date hereof.

Material Changes. Since the 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 the transactions contemplated by this Agreementthe Transaction 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, 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. 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 Reports, except as specifically disclosed set forth on Schedule 3.1(i) or in the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development, including changes generally affecting the pharmaceutical and biotechnology 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 Company, any 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), 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 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 the SEC Reports, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would reasonably be expected to have have, 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 business, (B) liabilities that are not material to the Company, and that are 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 and (C) expenses incurred in connection with the transactions contemplated hereunder, (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 the repurchase at cost of shares of unvested or restricted stock issued to employees of as permitted under the Company), ’s stock option or stock purchase plan upon termination of employment or service) and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option purchase 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 option plans. Except for the issuance of the Securities contemplated by this AgreementAgreement and the transactions contemplated by the 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, prospects, operations or financial condition, as applicable, that would be is required to be disclosed by the Company under applicable federal 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 Augmedix included in the financial statements contained within the SEC Reports, 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 Augmedix, (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 Augmedix from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business consistent with past practice and (B) liabilities which have not required to be reflected been, either individually or in the 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 SECAugmedix, (iii) none of the Company or Augmedix 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 Augmedix or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its stockholders or equity holders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (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 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 cash, other than dividends related to the Company’s Series A Preferred Stock, or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (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 Reportsplans, (vi) there has not been any change or amendment tocompensation arrangements, or pursuant to a private placement of securities. The Company does not have pending before the Commission 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 4.9, 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 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 (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 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 their 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 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 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) the original issue discount notes set forth on Exhibit 3.1(i) and (C) 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), 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 Reports, (i) there have been no events, occurrences or developments that have had or would could, either individually or in the aggregate, 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 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 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, 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 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, 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 audited financial statements contained included within the SEC ReportsReports and/or the Z&Z 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 Z&Z 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 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 ReportsDocuments, (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) 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 from that reflected in the financial statements contained within the SEC Documents 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 SECCompany, (iii) none of the Company or any of its 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 any of its 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 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 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, or (C) indebtedness, liabilities or other obligations that would not have been prohibited under the Debentures if they has been executed as of the last day in the fiscal year covered by such audited financial statements, (iii) the Company has not 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 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 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 or service providers 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 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.. ________ Subscription Agreement Purchaser’s Initials 11 Generation Hemp, Inc.

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 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 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.