Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports or on [Schedule 3.1(i)], (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports or on [Schedule 3.1(i)], (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forthspecifically disclosed in a subsequent SEC Report filed prior to the SEC Reports or on [Schedule 3.1(i)], (i)date hereof: # there has been no event, occurrence or development that has had or that wouldcould reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no material event, liability, fact, circumstance, occurrence or development has occurred or existsexists, or is reasonably expected to occur or existexist, with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial conditioncondition, 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.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forthspecifically disclosed in a subsequent SEC Report filed prior to the SEC Reports or on [Schedule 3.1(i)], (i)date hereof, # there has been no event, occurrence or development that has had or that wouldcould reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)],Agreement, no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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 (one) Trading Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forthdisclosed in an SEC Report filed on or prior to the SEC Reports or on [Schedule 3.1(i)], (i)date hereof, # there has been no event, occurrence or development that has had or that wouldcould reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)],Agreement, no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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 Dayon or prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports or on [Schedule 3.1(i)], (i)# there has been no event, occurrence or development that has had or that wouldcould reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock optionequity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. ExceptOther than as disclosed on other schedules to this Agreement and except for the issuance of the SecuritiesShares contemplated by this Agreement or as set forth on [Schedule 3.1(i)],Agreement, no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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.

Section # Material Changes; Undisclosed Events, Liabilities or Developments.Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as set forthspecifically disclosed in a subsequent SEC Report filed prior to the SEC Reports or on [Schedule 3.1(i)], (i)date hereof, # there has been no event, occurrence or development that has had or that wouldcould reasonably be expected to result in a Material Adverse Effect, # the CompanySeller has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice which in the aggregate will not exceed $1,000 as of the Closing Date and # liabilities not required to be reflected in the Company’Seller’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,SEC, # the CompanySeller has not altered its method of accounting, # the CompanySeller 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 redeempurchase, any shares of its capital stock and # the CompanySeller has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.Affiliate. The CompanySeller does not have pending before the CommissionSEC any request for confidential treatment of information. Except for the issuance of the SecuritiesShares contemplated by this Agreement or as set forth on [Schedule 3.1(i)],Agreement, no material event, liability, fact, circumstance, occurrenceliability or development has occurred or exists or is reasonably expected to occur or exist with respect to the CompanySeller or its Subsidiaries or their respective businesses, prospects,business, properties, operations, assetsoperations or financial conditioncondition, that would be required to be disclosed by the CompanySeller under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Tradingone (1) Business Day prior to the date that this representation is made.

Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, exceptExcept as set forthdisclosed in the SEC Reports or on [Schedule 3.1(i)], (i)in any press releases issued by the Company at least two (2) Business Days prior to the Closing Date, there has not been no# an event, occurrencecircumstance or developmentchange that has had or that wouldis reasonably be expectedlikely to result inhave a Material Adverse Effect,Effect upon the Company, # any obligation incurred by the Company has not incurred any liabilities (contingent or otherwise) other thanthat is material to the Company, # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemedany kind declared, paid or made any agreements to purchase or redeem any shares of itson the capital stock andof the Company, or # any loss or damage (whether or not insured) to the physical property of the Company which has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no material event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition 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.had a Material Adverse Effect.

Material Changes;No Undisclosed Events, LiabilitiesLiabilities, Developments or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports or on [Schedule 3.1(i)], (i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no materialCircumstances. No event, liability, fact, circumstance, occurrencedevelopment or developmentcircumstance has occurred or existsexists, or is reasonably expected to occurexist or existoccur with respect to the Company orCompany, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, properties, operations, assetsoperations (including results thereof) or financial condition (financial or otherwise), that # would be required to be disclosed by the Company under applicable securities laws aton a registration statement on Form S-1 filed with the time this representation is made or deemed made thatSEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly disclosed at least 1 Trading Day priorannounced, # would reasonably be expected to the date that this representation is made.have a material adverse effect on any Buyer’s investment hereunder or # would reasonably be expected to have a Material Adverse Effect.

Material Changes;No Undisclosed Events, LiabilitiesLiabilities, Developments, or Developments. Since the date of the latest audited financial statements included within the SEC Reports, exceptCircumstances. Except as set forthdisclosed in the SEC Reports or on [Schedule 3.1(i)], (i) there has beenReports, no event, occurrenceliability, development or development that has had or that would reasonably be expected to result in a Material Adverse Effect, # the Company has not incurred any liabilities (contingent or otherwise) other than # trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and # liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, # the Company has not altered its method of accounting, # the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and # the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on [Schedule 3.1(i)], no material event, liability, fact, circumstance, occurrence or developmentcircumstance has occurred or existsexists, or is reasonably expected to occurexist or existoccur with respect to the Company​ or any of its Subsidiariesbusinesses, properties, liabilities, prospects, operations (including results thereof) or their respective businesses, prospects, properties, operations, assetscondition (financial or financial conditionotherwise), that # would be required to be disclosed by the Company​ under applicable securities laws aton a registration statement on Form S-1 filed with the time this representation is made or deemed made thatCommission relating to an issuance and sale by ​ of its Common Stock and which has not been publicly disclosed at least 1 Trading Day prior toannounced, # could have a material adverse effect on the date that this representation is made.Subscribers’ investments hereunder, or # could have a Material Adverse Effect.