Common use of Material Changes Clause in Contracts

Material Changes. Since the date of the latest audited Company Financial Statements, except 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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements pursuant to GAAP, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Shares.

Material Changes. Since the respective date of the latest audited balance sheet of the Company Financial Statementsincluded in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse EffectEffect 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 Financial Statements pursuant to GAAPGAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract material contract under which the Company Company, or any of its Subsidiaries is 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’s Knowledge, there 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 a material increase publicly disclosed 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included in the SEC Reports, except as set forth on Schedule 3.1(j), specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive 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 and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharespublicly announced.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)in the SEC Reports or as otherwise contemplated herein, since September 30, 2006, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports, since September 30, 2006, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in Company Financial Statements on the Issuer’s financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, SEC Reports; (iv) any Lien or adverse claim on any of the Company has Issuer’s material properties or assets, except for Liens for taxes not declared yet due and payable or made any dividend or distribution otherwise in the ordinary course of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, business; (v) any sale, assignment or transfer of any of the Company has not issued any equity securities to any officerIssuer’s material assets, directortangible or intangible, or Affiliate, except in the ordinary course of business; (vi) there has not been any extraordinary losses or waiver of any rights of material value, other than in the ordinary course of business; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or amendment tooperations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or any waiver violation of any material right by the Company undercovenant, with respect to any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) outstanding debt obligations that are material 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company Issuer and its Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or material deviations from historical accounting 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 Purchaser other practices in connection with the offering maintenance of the SharesIssuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j), financial statements 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive 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 and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and publicly disclosed at least one (vii1) Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and the merits and risks of investing in the SharesWarrants contemplated by this Agreement, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(jin the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2007, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof), since December 31, 2007, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in Company Financial Statements on the Issuer’s financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, SEC Reports; (iv) any Lien or adverse claim on any of the Company has Issuer’s material properties or assets, except for Liens for taxes not declared yet due and payable or made any dividend or distribution otherwise in the ordinary course of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, business; (v) any sale, assignment or transfer of any of the Company has not issued any equity securities to any officerIssuer’s material assets, directortangible or intangible, or Affiliate, except in the ordinary course of business; (vi) there has not been any extraordinary losses or waiver of any rights of material value; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or amendment tooperations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or any waiver violation of any material right by the Company undercovenant, with respect to any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) outstanding debt obligations that are material 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company Issuer and its Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or material deviations from historical accounting 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 Purchaser other practices in connection with the offering maintenance of the SharesIssuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since (a) During the date period prior to the Agent notifying the Corporation of the latest audited Company Financial Statementscompletion of the distribution of the Offered Shares, except as set forth on Schedule 3.1(j)the Corporation shall promptly inform the Agent (and if requested by the Agent, confirm such notification in writing) of the full particulars of: (i) there have been no eventsany material change (actual, occurrences anticipated, contemplated, threatened, financial or developments that have had or would reasonably be expected to have, either individually or otherwise) in the aggregateassets, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation taken as a whole; (ii) other than (A) trade payables, accrued expenses any material fact which has arisen or has been discovered and other liabilities incurred would have been required to have been stated in the ordinary course Preliminary Prospectus or the Final Prospectus had the fact arisen or been discovered on, or prior to, the date of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAP, such documents; and (iii) any change in any material fact contained in the Company Preliminary Prospectus, the Final Prospectus and any Supplementary Material (collectively, the “Offering Documents”) or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in the Final Prospectus or any Supplementary Material not altered materially complying (to the extent that such compliance is required) with Securities Laws. (b) The Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions. (c) In addition to the provisions of subparagraphs 6(a) and 6(b) hereof, the Corporation shall in good faith discuss with the Agent any change, event or fact contemplated in subparagraphs 6(a) and 6(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under subparagraph 6(a) hereof and shall consult with the Agent with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Securities Regulator prior to the review thereof by the Agent and its method counsel, acting reasonably and without undue delay. (d) If during the period 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 shareholders or purchasedthe Offered Shares there shall be any change in Securities Laws which, redeemedin the opinion of the Agent, or made any agreements to purchase or redeem any shares of its capital stockacting reasonably, (v) requires the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver filing of any material right by Supplementary Material, upon written notice from the Company underAgent, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectCorporation shall, and (vii) 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. 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 satisfaction of the Company concerning the terms Agent, acting reasonably, promptly prepare and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and file 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 Purchaser in connection such Supplementary Material with the offering of the Sharesappropriate Securities Regulators where such filing is required.

Material Changes. Since the respective date of the latest audited balance sheet of the Company Financial Statementsincluded in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse EffectEffect 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 Financial Statements pursuant to GAAPGAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract material contract under which the Company Company, or any of its Subsidiaries is assets are bound or subject, and (vii) except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company’s Knowledge, there 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 a material increase publicly disclosed 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as specifically disclosed in the SEC Reports or as set forth on in Schedule 3.1(j)3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 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 or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement or as set forth in Schedule 3.1(k) hereto, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in have a material adverse effect on the aggregate, a Material Adverse EffectCompany, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, directordirector or affiliate, except stock options and restricted stock issued to newly hired and promoted officers in the ordinary course pursuant to Company stock option or Affiliate, 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 contract under which the Company or any of its Subsidiaries assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it to evaluate its investment, there have be disclosed by the Company under applicable securities laws at the time this representation is made that has not been no events, occurrences, or developments that have materially affected or would reasonably be expected to materially affect, either individually or publicly disclosed in the aggregate, the information as presented to Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j), 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there 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 event, liability, fact, circumstance, occurrence or development has not been any material change occurred or amendment to, exists or any waiver of any material right by the Company under, any Material Contract under which is reasonably expected to occur or exist with respect to the Company or any of its Subsidiaries Subsidiary, 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 bound made or subject, and (vii) to the Company’s Knowledge, there deemed made that has not been a material increase in publicly disclosed at least one (1) Trading Day prior to 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or result in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there 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 event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, its Subsidiaries or any of their respective business, 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least 1 Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except as set forth on Schedule 2(h) or elsewhere on the schedules hereto, since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j), specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there has not been any material change or amendment toexcept pursuant to existing Company stock option plans. Except as set forth on Schedule 2(h), or any waiver of any material right by the Company underdoes 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 2(h) or elsewhere on the Schedules hereto, any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and Warrants and the merits and risks of investing in transactions contemplated by the SharesTransaction Documents, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except as provided in the SEC Reports hereto, since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j), financial statements 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or Common Stock Equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive plans. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and publicly disclosed at least one (vii1) Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have has been no eventsmaterial adverse change, occurrences or developments any development that have had or would reasonably be expected to haveresult in a material adverse change, either in the condition, financial or otherwise, or in the earnings, business, properties, operations, assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its Subsidiaries, considered as one entity (any such change being referred to herein as a “Material Adverse Change”); (ii) the Company and its Subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, a Material Adverse Effect, (ii) to the Company and its Subsidiaries, considered as one entity, or has entered into any transactions 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 business; and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAP, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change decrease in the capital stock or amendment toany material increase in any short-term or long-term indebtedness of the Company or its Subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other Subsidiaries, by any of the Company’s Subsidiaries on any class of capital stock, or any waiver of any material right repurchase or redemption by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 any class of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharescapital stock.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof and except as set forth on Schedule 3.1(j)3.1(i) attached hereto, (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive plans and Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. 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 event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except as disclosed in Schedule 3(i), since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j)financial statements included within 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, directordirector or any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 (an “Affiliate”), except pursuant to existing Company stock option plans, (vi) there the Company has not been sold any material change or amendment toassets, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering excess of $250,000 outside of the Sharesordinary course of business or (vii) the Company has not had capital expenditures, individually or in the aggregate, in excess of $250,000 outside of the ordinary course of business. The Company does not have pending before the SEC any request for confidential treatment of information.

Material Changes. Since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued pursuant to existing Company Stock Option Plans 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 or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)4.10 and in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2009, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2009, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in Company Financial Statements on the Issuer’s financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, SEC Reports; (iv) any Lien or adverse claim on any of the Company has Issuer’s material properties or assets, except for Liens for taxes not declared yet due and payable or made any dividend or distribution otherwise in the ordinary course of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, business; (v) any sale, assignment or transfer of any of the Company has not issued any equity securities to any officerIssuer’s material assets, directortangible or intangible, or Affiliate, except in the ordinary course of business; (vi) there has not been any extraordinary losses or waiver of any rights of material value; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or amendment tooperations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or any waiver violation of any material right by the Company undercovenant, with respect to any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) outstanding debt obligations that are material 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company Issuer and its Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or material deviations from historical accounting 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 Purchaser other practices in connection with the offering maintenance of the SharesIssuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since the date of the latest audited Company Financial Statementsbalance sheet included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j), 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, either individually or in the aggregate, have a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders, other than the quarterly dividends payable on the Company’s outstanding shares of Series A Convertible Preferred Stock, $0.0001 par value per share, or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock or other equity securities issued in the ordinary course pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries assets is bound or subject, and (vii) to the Company’s Knowledge, there has have not been a material increase any changes in the aggregate dollar amount of (A) the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days authorized capital, assets, liabilities, financial condition, business 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. 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 operations of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing from that reflected in the Shares, and (ii) access to information about latest financial statements contained in the Company and its Subsidiaries and their respective financial condition, results SEC Reports except changes in the ordinary course of operations, business, properties, management, prospects, and any potential transactions sufficient to enable it to evaluate its investment, there business which have been no events, occurrences, or developments that have materially affected not had or would not reasonably be expected to materially affecthave, either individually or in the aggregate, the information a Material Adverse Effect. Except as presented to Purchaser in connection with the offering set forth on Section 3.1(k) of the SharesDisclosure Schedule, neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or result in the aggregate, a Material Adverse 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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, (vi) there except pursuant to existing Company stock option and incentive plans or awards. The Company does not have pending before the Commission any request for confidential treatment of information. To the Company’s knowledge, except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least 1 Trading Day prior to the Company’s Knowledgedate that this representation is made, there has except as would not been a material increase be reasonably likely to result 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesan Material Adverse Effect.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j), specifically disclosed in a subsequent SEC Report filed prior to the date hereof or in connection herewith: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company Ableauctions has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements Ableauctions’ financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company Ableauctions has not altered materially its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Ableauctions has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company Ableauctions has not issued any equity securities to any officer, director, director or Affiliate. Ableauctions does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Ableauctions Shares contemplated by this Agreement or as set forth on Schedule 4.8, (vi) there no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 exists with respect thereto. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and Ableauctions or its Ableauctions Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it be disclosed by Ableauctions under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on specifically disclosed in Schedule 3.1(j), ) or 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, either individually or result in the aggregate, a Material Adverse Effect, ; (ii) neither the Company nor any Subsidiary has not incurred any material liabilities (contingent direct, indirect, contingent, or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, which are, individually or in the aggregate, material; (iii) the Company has not altered materially its method of accounting or the manner in which it keeps identity of its accounting books and records, auditors; (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, ; (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has been no waiver, not been any material change or amendment toin the ordinary course of business, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound of a material right or subject, and of a material debt owed to it; (vi) there has been no material transaction entered into by the Company or any of its Subsidiaries other than in the ordinary course of business; and (vii) there has been no sale, assignment, transfer, license, abandonment, loss, lapse or other disposition of, or failure to maintain, enforce or protect, any material Company Intellectual Property. Except for the issuance of the Securities and the other Transactions contemplated by the Transaction Documents, no event, liability or development has occurred or exists with respect to the Company’s KnowledgeCompany or any of its Subsidiaries or their respective businesses, there properties, operations or financial condition that, in each case, is required to be disclosed by the Company under applicable securities Laws at the time this representation is made that 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 publicly disclosed. Except as disclosed on the Company’s or the Bank’s financial statements with respect thereto. MoreoverSchedule 3.1(j), since the date(s) the Company afforded Purchaser (i) does not have pending before the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives Commission any request for confidential treatment of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesinformation.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)in the SEC Reports or as otherwise contemplated herein, since March 31, 2006, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports, since March 31, 2006, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, liabilities not required to be reflected in Company Financial Statements on the Issuer’s financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, SEC Reports; (iv) the Company has not declared any Lien or made adverse claim on any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stockmaterial properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business; (v) any sale, assignment or transfer of any of its material assets, tangible or intangible, except in the Company has not issued any equity securities to any officer, director, or Affiliate, ordinary course of business; (vi) there has not been any extraordinary losses or waiver of any rights of material value, other than in the ordinary course of business; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or amendment tooperations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or any waiver violation of any material right by the Company undercovenant, with respect to any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) outstanding debt obligations that are material 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company Issuer and its Subsidiaries as a whole; (xi) any material changes to its critical accounting policies or material deviations from historical accounting 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 Purchaser other practices in connection with the offering maintenance of the SharesIssuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on specifically disclosed in the SEC Reports or Schedule 3.1(j3.1(k), (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect, (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 Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports 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 contract under which the Company Company, any subsidiary thereof, or any of its Subsidiaries their assets is bound or subject, and (vii) to . The Company does not have pending before the Company’s Knowledge, there has not been a material increase in the aggregate dollar amount Commission any request for confidential treatment 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesinformation.

Material Changes. Since the date of the latest audited Company Financial StatementsDecember 31, 2005, except as specifically disclosed in the SEC Reports or as set forth on in Schedule 3.1(j)3.1(k) hereto, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports 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 contract under which the Company Company, any subsidiary thereof, or any of its Subsidiaries their assets is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included in the SEC Reports, except as set forth on Schedule 3.1(j), specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information, except for requests relating to economic terms of a commercially sensitive nature. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any SEC Reports hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharespublicly announced.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)4.10 and in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2008, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports (excluding any “risk factors” or “forward-looking statements” sections thereof) or as otherwise contemplated herein, since December 31, 2008, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, or liabilities not required to be reflected in Company Financial Statements on the Issuer’s financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, SEC Reports; (iv) any Lien or adverse claim on any of the Company has Issuer’s material properties or assets, except for Liens for taxes not declared yet due and payable or made any dividend or distribution otherwise in the ordinary course of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, business; (v) any sale, assignment or transfer of any of the Company has not issued any equity securities to any officerIssuer’s material assets, directortangible or intangible, or Affiliate, except in the ordinary course of business; (vi) there has not been any extraordinary losses or waiver of any rights of material value; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or amendment tooperations of the business of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or any waiver violation of any material right by the Company undercovenant, with respect to any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) outstanding debt obligations that are material 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company Issuer and its Subsidiaries as a whole; (xi) any material changes to the Issuer’s critical accounting policies or material deviations from historical accounting 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 Purchaser other practices in connection with the offering maintenance of the SharesIssuer’s books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 under which the Company or any of its Subsidiaries assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it to evaluate its investment, there have be disclosed by the Company under applicable securities laws at the time this representation is made that has not been no events, occurrences, or developments that have materially affected or would reasonably be expected to materially affect, either individually or publicly disclosed in the aggregate, the information as presented to Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company financial statements included within the SEC Reports and/or the Saleen Entities Financial Statements, except as set forth specifically disclosed in a subsequent SEC Report filed prior to the date hereof or disclosed on Schedule 3.1(j3.1(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, either individually or result in the aggregate, a Material Adverse Effect, (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 due and payable or to be reflected performed or satisfied after the date hereof under the Company and the Subsidiaries’ material contracts in Company Financial Statements pursuant accordance with their terms, in each case which are not (singly or in the aggregate) material to GAAPthe Company’s business, (iii) the Company has and the Subsidiaries have not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate. 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), (vi) there no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 on or prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, directordirector or affiliate, except Common Stock issued pursuant to existing Company stock option or Affiliatestock purchase plans or executive and director 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 material contract under which the Company or any of its Subsidiaries subsidiaries is bound or subject, and (vii) to the Company’s Knowledgeknowledge, 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. MoreoverExcept for the transactions contemplated by this Agreement, since the date(s) no event, liability or development has occurred or exists with respect to 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial StatementsMarch 31, 2014, except as set forth disclosed on Schedule 3.1(j3.1(k), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAP, (iii) neither the Company nor any of its Subsidiaries has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, (iv) neither the Company nor any of its Subsidiaries has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) neither the Company nor any of its Subsidiaries has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director arrangements disclosed in the Disclosure Schedules, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company or any of its Subsidiaries under, or any termination of, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, subject and (vii) to the Company’s Knowledge, there has not been a material increase in the aggregate dollar amount of 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or 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 under which the Company or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since (a) During the date period prior to the Underwriter notifying the Corporation of the latest audited Company Financial Statementscompletion of the distribution of the Units, except as set forth on Schedule 3.1(j)the Corporation shall promptly inform the Underwriter (and if requested by the Underwriter, confirm such notification in writing) of the full particulars of: (i) there have been no eventsany material change (actual, occurrences anticipated, contemplated, threatened, financial or developments that have had or would reasonably be expected to have, either individually or otherwise) in the aggregateassets, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation and the Subsidiaries taken as a whole; (ii) other than (A) trade payables, accrued expenses any material fact which has arisen or has been discovered and other liabilities incurred would have been required to have been stated in the ordinary course Preliminary Prospectus or the Final Prospectus had the fact arisen or been discovered on, or prior to, the date of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAP, such documents; and (iii) any change in any material fact contained in the Company Preliminary Prospectus, the Final Prospectus or any Supplementary Material (collectively, the “Offering Documents”) or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in the Final Prospectus or any Supplementary Material not altered materially complying (to the extent that such compliance is required) with Securities Laws. (b) The Corporation will comply with Part 6 of NI 41-101 and with the comparable provisions of the other Securities Laws, and the Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Units for distribution in each of the Qualifying Jurisdictions. (c) In addition to the provisions of subsections 5(a) and 5(b) hereof, the Corporation shall in good faith discuss with the Underwriter any change, event or fact contemplated in subsections 5(a) and 5(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Underwriter under subsection 5(a) hereof and shall consult with the Underwriter with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Securities Regulator prior to the review thereof by the Underwriter and its method counsel, acting reasonably and without undue delay. (d) If during the period 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 shareholders or purchasedthe Units there shall be any change in Securities Laws which, redeemedin the opinion of the Underwriter, or made any agreements to purchase or redeem any shares of its capital stockacting reasonably, (v) requires the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver filing of any material right by Supplementary Material, upon written notice from the Company underUnderwriter, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectCorporation shall, and (vii) 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. 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 satisfaction of the Company concerning the terms Underwriter, acting reasonably, promptly prepare and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and file 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 Purchaser in connection such Supplementary Material with the offering of the Sharesappropriate Securities Regulators where such filing is required.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements, except as set forth on Schedule 3.1(j)disclosed in the Offering Circular, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAP, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, director or Affiliateaffiliate, (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 or any of its Subsidiaries is bound or subject, subject and (vii) to the Company’s Knowledge, there has not been a material increase in the aggregate dollar amount of (A) the BankCompany’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. Moreover, since the date(s) the Company afforded the Placement Agent and any prospective Purchaser (i) the opportunity to ask such appropriate 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and Company, including its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, prospects and any potential transactions transactions, sufficient to enable it such prospective Purchaser(s) the Placement Agent to evaluate its investmentan investment in the Common Stock, there have been no events, occurrences, occurrences or developments that have materially affected affected, or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser the Placement Agent and such prospective Purchaser(s) in connection with the offering of the Shares.

Material Changes. Since Except as set forth in the SEC Reports, since the date of the latest last audited Company Financial Statements, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements pursuant to GAAP, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate. Except for the issuance of the Shares contemplated by this Agreement, (vi) there no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date 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, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s consolidated financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (viexcept Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports. Except as set forth on Schedule 3.1(j) there to the Disclosure Schedule and except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except as provided in Schedule 3.1(i) hereto, or described in the SEC Reports since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j), financial statements 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or common stock equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive 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 and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and publicly disclosed at least one (vii1) Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited financial statements included within the Company Financial Statements, and except as set forth on in Schedule 3.1(j), (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company Financial Statements pursuant to GAAP, (iii) the Company has and its Subsidiaries have not altered materially its their method of accounting or the manner in which it keeps its they keep their accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has and its Subsidiaries have not issued any equity securities to any officer, director, or AffiliatePerson, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company or any of its Subsidiaries under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 and in respect to the Company’s or the Bank’s financial statements with respect theretoCompany Financial Statements. Moreover, since Since the date(s) the Company afforded Purchaser the Purchasers (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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser the Purchasers in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there 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 compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited Company Financial Statementsfinancial statements included within the Registration Statement, the Pricing Prospectus and the Prospectus, except as set forth on Schedule 3.1(j)3.1(i) and in the Registration 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (viexcept 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) there and in the Registration Statement, the Pricing Prospectus and the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, its Subsidiaries or any of their respective business, 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least one Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth specifically disclosed in a subsequent SEC Report filed prior to the date hereof or on Schedule 3.1(j3.1(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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities securities, except pursuant to any officer, director, or Affiliate, an Equity Incentive Plan (vi) there the Company has not been made any amendment to its certificate of incorporation or bylaws (whether by merger, consolidation or otherwise), (viii) neither the Company nor any Subsidiary has entered into any settlement, or offer or proposal to settle, (x) any material change Proceeding involving or amendment to, against the Company or any waiver of Subsidiary, (y) any material right by the Company under, any Material Contract under which stockholder litigation or dispute against the Company or any of its Subsidiaries is bound officers or subject, and directors or (viiz) any Proceeding or dispute that relates to the Company’s Knowledge, there has transactions contemplated by the Transaction Documents. The Company does not been a material increase in have pending before the aggregate dollar amount Commission any request for confidential treatment 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesinformation.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company and a quarterly cash dividend of $0.04 per share of Common Stock on April 15, 2010), (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, except (A) Common Stock issued pursuant to existing Company option plans or equity based plans disclosed in the SEC Reports and (B) 8,740,000 shares of Common Stock issued in March 2010, 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 or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement (including, for the avoidance of doubt, the execution of any P&A Agreement and (vii) the consummation of any of the transactions contemplated thereunder, including any purchase of the Failed Bank or portion thereof), no event, liability or development has occurred or exists with respect to the Company’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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 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 or any of its Subsidiaries assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director 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 under which the Company or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited financial statements included within the Company Financial Statements, except as set forth on Schedule 3.1(j), (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company Financial Statements pursuant to GAAP, (iii) the Company has and its Subsidiaries have not altered materially its their method of accounting or the manner in which it keeps its they keep their accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has and its Subsidiaries have not issued any equity securities to any officer, director, or AffiliatePerson, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company or any of its Subsidiaries under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 and in respect thereto. Moreover, since the date(s) to 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the SharesFinancial Statements.

Material Changes. Since the date of the latest audited Company Financial Statementsbalance sheet included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 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 by the Company under, any Material Contract material contract under which the Company or any of its Subsidiaries assets 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’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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it to evaluate its investment, there have be disclosed by the Company under applicable securities laws at the time this representation is made that has not been no events, occurrences, or developments that have materially affected or would reasonably be expected to materially affect, either individually or publicly disclosed in the aggregate, the information as presented to Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Undisclosed Events, Liabilities or Developments. Since the date of the latest audited Company Financial Statementsfinancial statements included within the Registration Statement and the Prospectus, except as set forth on Schedule 3.1(j)3.1(i) and in the Registration 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (viexcept 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) there and in the Registration Statement and the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company, its Subsidiaries or any of their respective business, 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least one Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, financial statements included within the SEC Reports and except as set forth on Schedule 3.1(j)disclosed in a subsequent SEC Report filed prior to the date of this Agreement, (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect, (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 Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, except pursuant to an Equity Incentive Plan 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 contract under which the Company or any of its Subsidiaries their assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there has not been any material change except pursuant to existing Company stock option plans and stock purchase plans, and pursuant to the conversion or amendment to, or any waiver exercise of any material right outstanding Common Stock Equivalents. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Company underthis Agreement or as set forth on Schedule 3.1(i), any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth specifically disclosed in the SEC Reports and except as disclosed on Schedule 3.1(j2(j), (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would that could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect, (ii) neither the Company nor any Subsidiary has entered into any material contract, agreement or other transaction that is not in the ordinary course of business, (iii) neither the Company nor any Subsidiary has incurred any material liabilities or obligations (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the SEC, and (iiiC) liabilities not exceeding in the aggregate $200,000; (iv) neither the Company nor any Subsidiary has not altered materially its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (ivv) neither the Company nor any Subsidiary has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (vvi) neither the Company nor any Subsidiary has not issued any equity securities to any officer, directordirector or Affiliate (as defined below), except pursuant to existing stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. “Affiliate” means any Person that, directly or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 indirectly through one or more past due intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and still accruing interest) or (B) the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesconstrued under Rule 144.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date 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, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there 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 compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Notes and Warrants contemplated by this Agreement, no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there except Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Securities contemplated by this Agreement, no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, financial statements included within the SEC Reports and except as set forth on Schedule 3.1(j), disclosed in a subsequent SEC Report filed prior to the date of this Agreement: (i) there have been no events, occurrences or developments that have had or would that could reasonably be expected to haveresult, either individually or in the aggregate, in a Material Adverse Effect, (ii) except as set forth in Schedule 4(j), the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the SEC, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, directordirector or Affiliate (as defined in Rule 405 of the Securities Act), except pursuant to existing Company incentive plans or Affiliate, 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 contract under which the Company or any of its Subsidiaries their assets is bound or subject. For purposes of this Agreement, “Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Documents, (viiii) a material and adverse effect on the results of operations, assets, business or financial condition of the Company and subsidiaries, taken as a whole, or (iii) any material adverse impairment to the Company’s Knowledge, there has not been ability to perform in any material respect on 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and timely basis its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and obligations under 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 Purchaser in connection with the offering of the SharesTransaction Document.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company stock option or stock purchase plans or 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 under which the Company or any of its Subsidiaries is bound or subject, subject and (vii) 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 transactions contemplated by this Agreement and the Subscription Agreements, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial 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 Common Shares, ; and (ii) access to information about the Company and its the Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, prospects and any potential transactions sufficient to enable it to evaluate its investment, there have been no events, occurrences, 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 Purchaser the Purchasers in connection with the offering of the Common Shares.

Material Changes. Since Except for the transactions contemplated hereby, since the date of the latest audited balance sheet of the Company Financial Statements, except as set forth on Schedule 3.1(j)included in the financial statements contained within the SEC Reports, (i) there have been no events, changes, occurrences or developments that have had or would reasonably be expected to haveexpected, either individually or in the aggregate, to have a Material Adverse EffectEffect with respect to the Company, (ii) neither the Company nor any subsidiary has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the financial statements of the Company Financial Statements pursuant to GAAPGAAP or to be disclosed in the SEC Reports, (iii) neither the Company nor any subsidiary has not materially altered materially its method of accounting or the manner in which it keeps its accounting books and records, and (iv) neither the Company or any subsidiary has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (vii) as defined below). For purposes of this Section 3(u), “Insolvent” means, with respect to the Company’s Knowledge, there has not been on 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 consolidated basis with respect thereto. Moreoverits subsidiaries, 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 present fair saleable value of the Company concerning Company’s and its subsidiaries’ assets is less than the terms amount required to pay the Company’s and conditions of the offering of the Shares and the merits and risks of investing in the Sharesits subsidiaries’ total indebtedness, and (ii) access to information about the Company and its Subsidiaries 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 respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient ability 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 pay as presented to Purchaser in connection with the offering of the Sharessuch debts mature.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (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 materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 and (viviii) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries assets is bound or subject. Except for the issuance of the Note contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the respective date of the latest audited balance sheet of the Company Financial Statementsand the latest balance sheet of Exicure included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to havehave a Material Adverse Effect with respect to the Company or Exicure, (ii) there have not been any changes in the authorized capital, assets, financial condition, business or operations of the Company or Exicure from that reflected in the financial statements contained within the SEC Reports except changes in the ordinary course of business which have not been, either individually or in the aggregate, a Material Adverse Effectmaterially adverse to the business, properties, financial condition, results of operations or future prospects of the Company or Exicure, (iiiii) neither the Company or any subsidiary nor Exicure has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the financial statements of the Company Financial Statements or of Exicure, as applicable, pursuant to GAAPGAAP or to be disclosed in the SEC Reports, (iiiiv) neither the Company or any subsidiary nor Exicure has not materially altered materially its method of accounting or the manner in which it keeps its accounting books and records, and (ivv) neither the Company or any subsidiary nor Exicure has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser other than in connection with the offering repurchases of unvested stock issued to employees of the SharesCompany).

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have has been no eventsevent, occurrences occurrence or developments development of the Company or Issuer that have has had or would that could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company Issuer has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Issuer’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company Issuer has not altered materially its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Issuer has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company Issuer has not issued any equity securities to any officer, director, director or Affiliate, (vi) there except pursuant to Issuer’s existing stock option plans. The Issuer 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 event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) exists with respect 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 Issuer 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it be disclosed by the Issuer 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except stock options issued in the ordinary course pursuant to 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 under which the Company or any of its Subsidiaries assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it to evaluate its investment, there have be disclosed by the Company under applicable securities laws at the time this representation is made that has not been no events, occurrences, or developments that have materially affected or would reasonably be expected to materially affect, either individually or publicly disclosed in the aggregate, the information as presented to Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or result in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, or changed its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, except Common Stock issued in the ordinary course as dividends on outstanding preferred stock and pursuant to existing Company stock option or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports 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 contract under which the Company Company, any subsidiary thereof, or any of its Subsidiaries their assets is bound or subject, and (vii) to . The Company does not have pending before the Company’s Knowledge, there has not been a material increase in the aggregate dollar amount Commission any request for confidential treatment 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesinformation.

Material Changes. Since (a) During the date period prior to the Agent notifying the Corporation of the latest audited Company Financial Statementscompletion of the distribution of the Offered Shares, except as set forth on Schedule 3.1(j)the Corporation shall promptly inform the Agent (and if requested by the Agent, confirm such notification in writing) of the full particulars of: (i) there have been no eventsany material change (actual, occurrences anticipated, contemplated, threatened, financial or developments that have had or would reasonably be expected to have, either individually or otherwise) in the aggregateassets, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise), business, affairs, operations or capital of the Corporation taken as a whole; (ii) other than (A) trade payables, accrued expenses any material fact which has arisen or has been discovered and other liabilities incurred would have been required to have been stated in the ordinary course Preliminary Prospectus or the Final Prospectus had the fact arisen or been discovered on, or prior to, the date of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAP, such documents; and (iii) any change in any material fact contained in the Company Preliminary Prospectus, the Final Prospectus or any Supplementary Material (collectively, the “Offering Documents”) or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in the Final Prospectus or any Supplementary Material not altered materially complying (to the extent that such compliance is required) with Securities Laws. (b) The Corporation will comply with Section 6.5(1) of NI 41-101, and the Corporation will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions. (c) In addition to the provisions of subparagraphs 6(a) and 6(b) hereof, the Corporation shall in good faith discuss with the Agent any change, event or fact contemplated in subparagraphs 6(a) and 6(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under subparagraph 6(a) hereof and shall consult with the Agent with respect to the form and content of any amendment or other Supplementary Material proposed to be filed by the Corporation, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Securities Regulator prior to the review thereof by the Agent and its method counsel, acting reasonably and without undue delay. (d) If during the period 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 shareholders or purchasedthe Offered Shares there shall be any change in Securities Laws which, redeemedin the opinion of the Agent, or made any agreements to purchase or redeem any shares of its capital stockacting reasonably, (v) requires the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver filing of any material right by Supplementary Material, upon written notice from the Company underAgent, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectCorporation shall, and (vii) 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. 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 satisfaction of the Company concerning the terms Agent, acting reasonably, promptly prepare and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and file 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 Purchaser in connection such Supplementary Material with the offering of the Sharesappropriate Securities Regulators where such filing is required.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)4.16, since July 31, 2008 (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would could reasonably be expected to have, either individually or result in the aggregate, a FRB Material Adverse Effect, (ii) the Company Buyer has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAPbusiness, (iii) the Company Buyer has not altered materially its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (iv) the Company Buyer has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, stockholders (v) the Company Buyer has not issued any equity securities shares or options or warrants (except for the Employee Warrants) to any officer, director, or Affiliateacquire equity shares, (vi) there Buyer has not been mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, (vii) Buyer has not sold, transferred or leased any of its assets except in the ordinary course of business, (viii) Buyer has not cancelled or compromised any debt or claim, (ix) Buyer has not suffered any physical damage, destruction or loss (whether or not covered by insurance) or, as of the date hereof, loss of a material contractual right, or received written notice of a final non-appeallable ruling by a governmental agency adversely affecting the properties or business of Buyer, (x) Buyer has not entered into any material transaction other than in the ordinary course of business except for this Agreement, (xi) Buyer has not made or granted any wage or salary increase or entered into any written employment agreement except as contemplated in this Agreement, (xii) Buyer has not suffered any material change in its business relationship with any of its material contractual parties, property owners, distributors or amendment tosuppliers except as otherwise disclosed to Kreido’s Chief Executive Officer and Chief Financial Officer, (xiii) there are no renegotiations of, or attempt to renegotiate any waiver terms or provision of any material right by the Company undercontract or (xiv) Buyer has not entered into any agreement, any Material Contract under which the Company or otherwise obligated itself, to do any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesforegoing.

Material Changes. Since the respective date of the latest audited balance sheet of the Company Financial Statementsand the latest balance sheet of Amesite included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in the SEC Reports, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to havehave a Material Adverse Effect with respect to the Company 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, a Material Adverse Effectmaterially adverse to the business, properties, financial condition, results of operations or future prospects of the Company or Amesite, (iiiii) 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 Financial Statements or of Amesite, as applicable, pursuant to GAAPGAAP or to be disclosed in the SEC Reports, (iiiiv) neither the Company or any subsidiary nor Amesite has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (vii) as defined below). For purposes of this Section 3(u), “Insolvent” means, with respect to the Company’s Knowledge, there has not been on 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 consolidated basis with respect thereto. Moreoverits subsidiaries, 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 present fair saleable value of the Company concerning Company’s and its subsidiaries’ assets is less than the terms amount required to pay the Company’s and conditions of the offering of the Shares and the merits and risks of investing in the Sharesits subsidiaries’ total indebtedness), and (ii) access to information about the Company and its Subsidiaries 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 financial condition, results of operations, business, properties, managementliabilities, prospects, and any potential transactions sufficient operations (including results thereof) or condition (financial or otherwise), that would be required 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 disclosed by the aggregate, the information as presented to Purchaser in connection Company under applicable securities laws on a registration statement on Form S-1 filed with the offering SEC relating to an issuance and sale by the Company of the Sharesits Common Stock and which has not been publicly announced.

Material Changes. Since the date of the latest audited Company Financial StatementsStatements included within the Public Disclosure Documents, except as set forth on Schedule 3.1(j)disclosed in the Public 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, either individually or in the aggregate, have a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities Equity Securities to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company incentive award plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Common Shares contemplated by this Agreement at the time this representation is made or deemed made, no event, liability, fact, circumstance, occurrence or development has occurred or exists with respect to the Company or its Businesses, prospects, properties, operations, assets, financial condition or results of operations 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least one Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesdate hereof.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date 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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockCommon Stock, (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or 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 under which the Company or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement and the execution of the Merger Agreement and the consummation of the transactions contemplated thereunder, and (vii) including the Mergers, no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the respective date of the latest audited balance sheet of the Company Financial Statementsand the latest balance sheet of Valeritas included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, have a Material Adverse EffectEffect with respect to the Company 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 Financial Statements or of Valeritas, as applicable, pursuant to GAAPGAAP or to be disclosed in filings made with the SEC, (iii) neither the Company nor Valeritas has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 Reports and Common Stock issued pursuant to the Merger, (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, Valeritas or any of its Subsidiaries is their assets are bound or subject, and (vii) to except for 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. 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 issuance of the Shares and Placement Agent Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the merits and risks Company, Valeritas or each of investing in the Sharestheir businesses, and (ii) access to information about the Company and its Subsidiaries and their respective properties, operations or financial condition, results of operationsas applicable, business, properties, management, prospects, and any potential transactions sufficient that would be required to enable it to evaluate its investment, there have be disclosed by the Company or Valeritas under applicable securities laws at the time this representation is made that has not been no events, occurrences, or developments that have materially affected or would reasonably be expected to materially affect, either individually or publicly disclosed in the aggregate, the information as presented to Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company Purchaser has not incurred any material liabilities (contingent or otherwise) other than (A) under the REVsolutions Agreement, (B) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice which in the aggregate will not exceed $10,000 as of the Closing Date and (BC) liabilities not required to be reflected in Company Financial Statements the Purchaser’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the SEC, (iii) the Company Purchaser has not altered materially its method of accounting or the manner in which it keeps its accounting books and recordsaccounting, (iv) the Company Purchaser has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, or made any agreements to purchase or redeem purchase, any shares of its capital stock, stock and (v) the Company Purchaser has not issued any equity securities to any officer, director, director or Affiliate. The Purchaser does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Consideration Shares contemplated by this Agreement, (vi) there no event, liability or development has not been any material change occurred or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) exists with respect 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 Purchaser 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it be disclosed by the Purchaser under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one (1) Business Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and the merits and risks of investing in the SharesWarrants contemplated by this Agreement, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth on Schedule 3.1(j)in the SEC Reports or as otherwise contemplated herein, since September 30, 2003, there has been no Material Adverse Effect in respect of the Issuer and its Subsidiaries taken as a whole. Except as set forth in the SEC Reports, since September 30, 2003, there has not been: (i) there have been no eventsany direct or indirect redemption, occurrences purchase or developments that have had or would reasonably be expected to have, either individually or in other acquisition by the aggregate, a Material Adverse Effect, Issuer of any shares of the Common Stock; (ii) any declaration, setting aside or payment of any dividend or other distribution by the Company has not Issuer with respect to the Common Stock; (iii) any borrowings incurred or any material liabilities (contingent absolute, accrued or otherwisecontingent) assumed, other than (A) trade payables, accrued expenses and other current liabilities incurred in the ordinary course of business consistent with past practice and (B) business, liabilities under Contracts entered into in the ordinary course of business, liabilities not required to be reflected in Company Financial Statements on the Issuer's financial statements pursuant to GAAP, (iii) GAAP or required to disclosed in the Company has not altered materially 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 shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectSEC Reports, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser liabilities in connection with the offering matters described on Schedule 3.11; (iv) any Lien or adverse claim on any of its material properties or assets, except for Liens for taxes not yet due and payable or otherwise in the ordinary course of business, and except as set forth on Schedule 3.11; (v) any sale, assignment or transfer of any of its material assets, tangible or intangible, except in the ordinary course of business; (vi) any extraordinary losses or waiver of any rights of material value, other than in the ordinary course of business; (vii) any material capital expenditures or commitments therefor other than in the ordinary course of business; (viii) any other material transaction other than in the ordinary course of business; (ix) any material change in the nature or operations of the Sharesbusiness of the Issuer and its Subsidiaries; (x) any default in the payment of principal or interest in any material amount, or violation of any material covenant, with respect to any outstanding debt obligations that are material to the Issuer and its Subsidiaries as a whole; (xi) any material changes to its critical accounting policies or material deviations from historical accounting and other practices in connection with the maintenance of the Issuer's books and records; or (xii) any agreement or commitment to do any of the foregoing.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)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, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses 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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission and (C) expenses incurred in connection with the transactions contemplated hereunder, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock (other than the repurchase at cost of shares of unvested or restricted stock 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, director or Affiliate, (vi) there has not been any material change except pursuant to existing Company stock purchase or amendment to, or any waiver stock option plans. Except for the issuance of any material right the Securities contemplated by this Agreement and the transactions contemplated by the Company underTransaction Documents, any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition, that is required to enable it be disclosed by the Company under applicable federal securities laws at the time this representation is made that has not been publicly disclosed at least one Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j)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 havecould, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued 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 under which the Company Company, any of its Subsidiaries, or any of its Subsidiaries their respective assets is bound or subject, and (vii) to . Except for 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. 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 issuance of the Shares and the merits and risks of investing contemplated by this Agreement or as set forth in the SharesSchedule 3.1(k) hereto, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since From the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports filed prior to the date hereof until the date hereof, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements pursuant to GAAP, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment toin the capital stock (other than, or any waiver of any material right with respect to issued and outstanding capital stock, share repurchases by the Company underCompany, any Material Contract under which grants of equity awards pursuant to equity incentive plans or subsequent issuances of capital stock, if any, pursuant to equity incentive plans or upon exercise of outstanding options or other equity awards or conversion of convertible debentures, as the case may be, the shares of Common Stock to be issued in settlement of (1) the letter agreements, each dated as of June 6, 2013, with each of JPMorgan Chase Bank, National Association, London Branch and Barclays Bank PLC and (2) the letter agreements, each dated as of June 10, 2013, with each of JPMorgan Chase Bank, National Association, London Branch and Barclays Bank PLC and except for other immaterial variances) or long-term debt of the Company or any of its Subsidiaries is bound Subsidiaries, or subjectany dividend or distribution of any kind declared, and (vii) to the Company’s Knowledgeset aside for payment, 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 paid 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. Moreover, since the date(s) made by the Company afforded Purchaser (i) on any class of capital stock; except for the opportunity to ask such questions as it has deemed necessary ofdividend declared on November 7, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and 2013; (ii) access neither the Company nor any of its Subsidiaries has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, other than any such loss or interference that would not reasonably be expected to information about result in a Material Adverse Effect; (iii) there has been no Material Adverse Effect, or any development that could reasonably be expected to result in a Material Adverse Effect; (iv) there has been no development that would reasonably be expected to have a material adverse effect on the consummation of the transactions contemplated by the Merger Agreement; and (v) neither the Company nor any of its Subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company 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 Subsidiaries taken as presented to Purchaser in connection with the offering of the Sharesa whole.

Material Changes. Since the date of the latest audited Company Financial Statements, except Except as set forth described on Schedule 3.1(j)5(i) hereto, since May 31, 2006: (i) there have has been no eventsevent, occurrences occurrence or developments development that have has had or would could reasonably be expected to have, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has and any of its Subsidiaries have 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 Company Financial Statements pursuant to GAAPexceed $25,000, (iii) the Company has not altered materially 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 shareholders stockholders except in the ordinary course of business consistent with prior practice, or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock except consistent with prior practice or pursuant to existing Company stock option or similar plans, (v) the Company has not issued any equity securities shares or options or warrants to any officer, director, or Affiliateacquire equity shares, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or and any of its Subsidiaries is bound have not mortgaged, pledged or subjectsubjected to lien any of their respective assets, and tangible or intangible, (vii) to the Company’s KnowledgeCompany and any of its Subsidiaries have not sold, there has not been a material increase transferred or leased any of their respective assets except in the aggregate dollar amount ordinary course of business and consistent with prior practice, (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. Moreover, since the date(sviii) the Company afforded Purchaser and any of its Subsidiaries have not cancelled or compromised any debt or claim, or waived or released any right, of material value, (iix) the opportunity to ask such questions as it has deemed necessary ofCompany and any of its Subsidiaries have not suffered any physical damage, and to receive answers fromdestruction or loss (whether or not covered by insurance) adversely affecting the properties, representatives business or prospects of the Company concerning the terms and conditions any of the offering of the Shares and the merits and risks of investing in the Sharesits Subsidiaries, and (iix) access to information about the Company and any of its Subsidiaries have not entered into any transaction other than in the ordinary course of business except for this Agreement, the other Transaction Documents and their respective financial conditionthe related agreements referred to herein and therein, results of operations, business, properties, management, prospects, (xi) the Company and any potential transactions sufficient to enable it to evaluate of its investmentSubsidiaries have not encountered any labor difficulties or labor union organizing activities, (xii) the Company and any of its Subsidiaries have not made or granted any wage or salary increase or entered into any employment agreement, (xiii) neither the Company nor any of its Subsidiaries has suffered any material change in its business relationship with any of its material customers, distributors or suppliers, (xiv) there have been are no events, occurrencesrenegotiations of, or developments that have materially affected attempt to renegotiate or would reasonably be expected outstanding rights to materially affectrenegotiate, either individually any terms or in provision of any Material Contract, or (xv) neither the aggregateCompany nor any of its Subsidiaries has entered into any agreement, the information as presented or otherwise obligated itself, to Purchaser in connection with the offering do any of the Sharesforegoing.

Material Changes. Since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j)Balance Sheet Date, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, have a Material Adverse EffectEffect 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 Financial Statements pursuant to GAAPU.S. GAAP or to be disclosed in filings made with the SEC, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common Stock issued in the ordinary course pursuant to existing Company equity incentive plans or stock purchase plans or executive and director corporate arrangements disclosed in the SEC Reports, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract material contract under which the Company Company, or any of its Subsidiaries is 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’s Knowledge, there 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 a material increase publicly disclosed 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the SharesSEC Reports.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date 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, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements root9B’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the SEC, (iii) the Company root9B has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of root9B), (v) the Company root9B has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company Stock Option Plans and (vi) there has not been any material change or amendment to, or to the Knowledge of root9B, any waiver of any material right by the Company root9B under, any 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 Contract”) under which the Company root9B or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement, and (vii) to the Company’s Knowledgeno event, there liability or development 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 occurred 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 exists with respect thereto. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and root9B or its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it be disclosed by root9B under applicable securities laws at the time this representation is made that has not been publicly disclosed at least one trading day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, directordirector or affiliate, except Common Stock issued pursuant to existing Company stock option or Affiliatestock purchase plans or executive and director 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 material contract under which the Company or any of its Subsidiaries subsidiaries is bound or subject, and (vii) to the Company’s Knowledgeknowledge, there has not been a material increase in the aggregate dollar amount of 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 's or the Bank’s 's financial statements with respect thereto. MoreoverExcept for the transactions contemplated by this Agreement, since the date(s) no event, liability or development has occurred or exists with respect to 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except as provided in the SEC Reports hereto, since the date of the latest audited Company Financial Statements, except as set forth on Schedule 3.1(j), financial statements 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities or ▇▇▇▇-▇▇▇▇-▇▇▇▇.7 Common Stock Equivalents to any officer, director, director or Affiliate, (vi) there except pursuant to existing Company equity incentive plans. Except for the issuance of the Securities contemplated by this Agreement and as may otherwise be disclosed herein or in any Schedule hereto, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and publicly disclosed at least one (vii1) Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, 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 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 under which the Company or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since (a) During the date period prior to the Agent notifying the Company of the latest audited completion of the distribution of the Offered Shares, the Company Financial Statementsshall promptly inform the Agent (and if requested by the Agent, except as set forth on Schedule 3.1(j), confirm such notification in writing) of the full particulars of: (i) there have been no eventsany material change (actual, occurrences anticipated, contemplated, threatened, financial or developments that have had or would reasonably be expected to have, either individually or otherwise) in the aggregateassets, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise), business, affairs, operations or capital of the Company taken as a whole; (ii) other than (A) trade payables, accrued expenses any material fact which has arisen or has been discovered and other liabilities incurred would have been required to have been stated in the ordinary course Preliminary Prospectus, the Final Prospectus or the A&R Prospectus had the fact arisen or been discovered on, or prior to, the date of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements pursuant to GAAP, such documents; and (iii) any change in any material fact contained in the A&R Prospectus or any Supplementary Material (collectively, the "Offering Documents") or whether any event or state of facts has occurred after the date hereof, which, in any case, is, or may be, of such a nature as to render any of the Offering Documents untrue or misleading in any material respect or to result in any misrepresentation in any of the Offering Documents, or which would result in the A&R Prospectus or any Supplementary Material not complying (to the extent that such compliance is required) with Securities Laws. (b) The Company will comply with Section 57 of the Securities Act (British Columbia) and with the comparable provisions of the other Securities Laws, and the Company has not altered materially its method will prepare and file promptly any Supplementary Material which may be necessary and will otherwise comply with all legal requirements necessary to continue to qualify the Offered Shares for distribution in each of accounting or the manner in which it keeps its accounting books Qualifying Jurisdictions. (c) In addition to the provisions of subparagraphs 7(a) and records7(b) hereof, (iv) the Company has not declared shall in good faith discuss with the Agent any change, event or made fact contemplated in subparagraphs 7(a) and 7(b) which is of such a nature that there is or could be reasonable doubt as to whether notice should be given to the Agent under subparagraph 7(a) hereof and shall consult with the Agent with respect to the form and content of any dividend amendment or other Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such amendment or other Supplementary Material shall be filed with any Securities Regulator prior to the review thereof by the Agent and its counsel, acting reasonably and without undue delay. (d) If during the period of distribution of cash or other property to its shareholders or purchasedthe Offered Shares there shall be any change in Securities Laws which, redeemedin the opinion of the Agent, or made acting reasonably, requires the filing of any agreements to purchase or redeem any shares of its capital stockSupplementary Material, (v) upon written notice from the Agent, the Company has not issued any equity securities to any officershall, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 satisfaction of the Company concerning the terms Agent, acting reasonably, promptly prepare and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, management, prospects, and file 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 Purchaser in connection such Supplementary Material with the offering of the Sharesappropriate Securities Regulators where such filing is required.

Material Changes. Since the date of the latest audited financial statements included within the Company Financial Statements, and except as set forth on in Schedule 3.1(j), (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company Financial Statements pursuant to GAAP, (iii) the Company has and its Subsidiaries have not altered materially its their method of accounting or the manner in which it keeps its they keep their accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has and its Subsidiaries have not issued any equity securities to any officer, director, or AffiliatePerson, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company or any of its Subsidiaries under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 and in respect to the Company’s or the Bank’s financial statements with respect theretoCompany Financial Statements. Moreover, since Since the date(s) the Company afforded Purchaser the Purchasers (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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser the Purchasers in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial StatementsSeptember 30, 2017, except as set forth on Schedule 3.1(j), specifically disclosed in SEC Filings: (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse EffectEffect on the business, operations or financial condition of the Company, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and practice, (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the SEC and (C) liabilities incurred under the Settlement and License Agreement dated as of January 5, 2018 by and among Teva Pharmaceuticals International GmbH, AlderBio Holdings, LLC and the Company, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and recordsrecords in any material respect, (iv) the Company has not declared or made any dividend or distribution of cash cash, shares of capital stock or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities securities, except pursuant to any officerthe Company’s 2014 Equity Incentive Plan, director, or Affiliatethe Company’s 2014 Employee Stock Purchase Plan and this Agreement, (vi) there has not been any no material adverse change in the net current assets or amendment to, or any waiver net assets of any material right by the Company under, any Material Contract under which and the Company or any of its Subsidiaries is bound or subjectSubsidiaries, and (vii) 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. Moreover, since the date(s) neither the Company afforded Purchaser (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives nor any of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access Subsidiaries has sustained any loss or interference with its business that is material to information about the Company and its the Subsidiaries taken as a whole and their respective financial conditionthat is either from fire, results explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of operations, business, properties, management, prospectsany court or arbitrator or governmental or regulatory authority. The Company has not taken any steps, and does not currently expect to take any potential transactions sufficient steps, to enable it seek protection pursuant to evaluate any Bankruptcy Law nor does the Company have any knowledge or reason to believe that its investment, there have been no events, occurrences, creditors intend to initiate involuntary bankruptcy or developments that have materially affected or would reasonably be expected insolvency proceedings. The Company is financially solvent and is generally able to materially affect, either individually or in the aggregate, the information pay its debts as presented to Purchaser in connection with the offering of the Sharesthey become due.

Material Changes. Since Except as identified and described in the SEC Filings or the SEDAR Filings, since the date of the latest Company’s last audited Company Financial Statements, except as set forth on Schedule 3.1(j)financial statements, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, except Common 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 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 material contract under which the Company Company, any of its Subsidiaries, or any of its Subsidiaries their respective assets is bound or subject. Except for the issuance of the Securities contemplated by this Agreement, and (vii) no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except for the transactions contemplated hereby or in the Merger Agreement, since the date of the latest audited balance sheet of the Company Financial Statementsand the latest balance sheet of Augmedix included in the financial statements contained within the SEC Reports, except as set forth on Schedule 3.1(j3(u), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to havehave a Material Adverse Effect with respect to the Company or Augmedix, (ii) there have not been any changes in the assets, financial condition, business or operations of the Company or Augmedix 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, a Material Adverse Effectmaterially adverse to the business, (ii) properties, financial condition, results of operations or future prospects of 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 Company Financial Statements pursuant to GAAPAugmedix, (iii) none of the Company or Augmedix or any of their respective Subsidiaries has not altered materially 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 shareholders stockholders or equity holders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent (vii) as defined below). “Insolvent” means, with respect to the Company’s Knowledge, there has not been on 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 consolidated basis with respect thereto. Moreoverits Subsidiaries, 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 present fair saleable value of the Company concerning Company’s and its Subsidiaries’ assets is less than the terms amount required to pay the Company’s and conditions of the offering of the Shares and the merits and risks of investing in the Sharesits Subsidiaries’ total indebtedness, and (ii) access to information about 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 respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient ability 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 pay as presented to Purchaser in connection with the offering of the Sharessuch debts mature.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there has not been any material change or amendment toexcept pursuant to existing Company stock option plans, compensation 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 information. Except for the issuance of the Securities contemplated by the Company underthis Agreement or as set forth on Schedule 4.9, any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and the merits and risks of investing in the SharesWarrants contemplated by this Agreement, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, and except as set forth on Schedule 3.1(j)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, either individually or result in the aggregate, a Material Adverse 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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, 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, director or Affiliate, (vi) there except pursuant to existing Company stock option and incentive plans or awards. To the Company’s knowledge, except for the transactions contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) publicly disclosed at least one Trading Day prior to the Company’s Knowledgedate that this representation is made, there has except as would not been a material increase be reasonably likely to result 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser in connection with the offering of the Sharesan Material Adverse Effect.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred incurred, assumed or guaranteed any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in SEC Reports, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company), (v) the Company has not issued any equity securities capital stock or granted any options, warrants or other rights to purchase or obtain any of its capital stock to any officer, director, 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 compensation arrangements disclosed in the SEC Reports, (vi) there has not been any material change or material amendment to, or any waiver of any material right by the Company under, or any termination of, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a occurred any material increase transfer, assignment, sale or other disposition of any of the assets shown or reflected 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. 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 consolidated balance sheet of the Company concerning the terms and conditions or any material cancellation, discharge or payment of the offering any debts, liens or entitlements, (viii) none of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries has made any material capital investment in, or any material loan to, any Person, (ix) the Company has not adopted, entered into, modified or terminated any employee benefit plan or any material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, (x) the Company has not entered into a material new line of business or abandoned or discontinued any material existing line of business, and (xi) none of the Company and its Subsidiaries has entered into any contract or agreement to do any of the foregoing, or has taken any action or omission to act that would result in any of the foregoing. Except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since Except for the transactions contemplated hereby or in the Merger Agreement, since the date of the latest audited balance sheet of the Company Financial Statementsand the latest balance sheet of Serve included in the financial statements contained in the Delivered Super 8-K, except as set forth on Schedule 3.1(j3(u), (i) there have been no events, occurrences or developments that have had or would reasonably be expected to havehave a Material Adverse Effect with respect to the Company or Serve, (ii) there have not been any changes in the assets, financial condition, business or operations of the Company or Serve from that reflected in the financial statements contained in the Delivered Super 8-K except changes in the ordinary course of business which have not been, either individually or in the aggregate, a Material Adverse Effectmaterially adverse to the business, (ii) properties, financial condition, results of operations or future prospects of 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 Company Financial Statements pursuant to GAAPServe, (iii) none of the Company or Serve or any of their respective Subsidiaries has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, and (iv) none of the Company or Serve or any of their respective Subsidiaries has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or equity holders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subjectdate hereof, and after giving effect to the transactions contemplated hereby to occur at the Initial Closing, will not be Insolvent (vii) as defined below). “Insolvent” means, with respect to the Company’s Knowledge, there has not been on 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 consolidated basis with respect thereto. Moreoverits Subsidiaries, 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 present fair saleable value of the Company concerning Company’s and its Subsidiaries’ assets is less than the terms amount required to pay the Company’s and conditions of the offering of the Shares and the merits and risks of investing in the Sharesits Subsidiaries’ total indebtedness, and (ii) access to information about 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 respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient ability 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 pay as presented to Purchaser in connection with the offering of the Sharessuch debts mature.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and the merits and risks of investing in transactions contemplated by the SharesTransaction Agreements, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (other than in connection with repurchases of unvested stock issued to employees of the Company or pursuant to the express terms of outstanding securities of the Company), and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there except Common Stock issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Preferred Stock and Warrants contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective businesses, properties, operations or financial 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 any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and publicly disclosed at least one (vii1) Trading Day prior 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited financial statements included within the Company Financial Statements, and except as set forth on disclosed in Schedule 3.1(j), ): (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has and its Subsidiaries have not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in the Company Financial Statements pursuant to GAAP, (iii) the Company has and its Subsidiaries have not altered materially its their method of accounting or the manner in which it keeps its they keep their accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has and its Subsidiaries have not issued any equity securities to any officer, director, Person except Common Stock issued pursuant to existing Company stock option or Affiliatestock purchase plans or executive and director 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 or any of its Subsidiaries under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 and in respect to the Company’s or the Bank’s financial statements with respect theretoCompany Financial Statements. Moreover, since Since the date(s) the Company afforded Purchaser the Purchasers (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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser the Purchasers in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the SEC, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change except Common Stock issued in the ordinary course as dividends on outstanding preferred stock or amendment to, issued pursuant to existing Company stock option or any waiver stock purchase plans or executive and director compensation arrangements disclosed in the SEC Reports. Except for the issuance of any material right the Securities and the transactions contemplated by the Company underTransaction Agreements, any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it to evaluate its investment, there have be disclosed by the Company under applicable securities laws at the time this representation is made that has not 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 publicly disclosed as presented to Purchaser in connection with the offering of the Sharesdate that this representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences occurrences, or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses expenses, and other liabilities incurred in the ordinary course of business consistent with past practice practice, and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director, or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) 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 transactions contemplated by this Agreement and the Subscription Agreements, no event, liability, or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations, or financial 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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 Purchaser the Purchasers in connection with the offering of the Shares.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)disclosed in subsequent SEC Reports filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockCommon Stock, (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, except Common Stock issued pursuant to existing Company option plans or 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 under which the Company or any of its Subsidiaries is bound or subject. Except for the transactions contemplated by this Agreement (including, for the avoidance of doubt, the consummation of the TARP Preferred Redemption and (vii) any of the transactions contemplated thereunder), no event, liability or development has occurred or exists with respect 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 Company 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and or their respective financial condition, results of operations, business, properties, management, prospects, and any potential transactions sufficient operations or financial condition that would be required to enable it 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 evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth in the SEC Reports or as described on Schedule 3.1(j)2.9, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (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 Company Financial Statements pursuant to GAAP, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps identity of its accounting books and recordsauditors, (ivii) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (viii) the Company has not issued any equity securities securities, (iv) there has not been any event, occurrence or development that has had or that could reasonably be expected to have a Material Adverse Effect, (v) the Company has not incurred any officerliabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, director, and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or Affiliatedisclosed in filings made with the SEC, (vi) there has not been any material damage, destruction or loss, whether or not covered by insurance, to any assets or properties of the Company or its Subsidiaries, (vii) there has not been any change or amendment toto the Company’s Certificate of Incorporation or Bylaws, or any waiver of material change to any material right contract or arrangement by the Company under, any Material Contract under which the Company or any of its Subsidiaries Subsidiary is bound or to which any of their respective assets or properties is subject, and (viiviii) to the Company’s Knowledge, there has not been any material transaction entered into by the Company or a material increase Subsidiary other than in the aggregate dollar amount ordinary course of business, and (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. Moreover, since the date(six) the Company afforded Purchaser (i) has not suffered the opportunity to ask such questions as it loss or threatened loss of any key employee, supplier or customer which has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its 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, had or developments that have materially affected or would could reasonably be expected to materially affect, either individually or in have a Material Adverse Effect. The Company does not have pending before the aggregate, the information as presented to Purchaser in connection with the offering Commission any request for confidential treatment of the Sharesinformation.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date 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, either individually or result in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company's financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stock, stock and (v) the Company has not issued any equity securities to any officer, director, director or Affiliate, (vi) there has except pursuant to existing Company stock option plans. The Company does not been have pending before the Commission any material change or amendment to, or any waiver request for confidential treatment of any material right information. Except for the issuance of the Securities contemplated by the Company underSubscription Agreements or as set forth on Schedule 3(i), any Material Contract under which no event, liability or development has occurred or exists with respect to the Company or any of its Subsidiaries is bound or subject, and (vii) 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. 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 Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and its Subsidiaries and their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, 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 any potential transactions sufficient warranties in this Section 3(i) as they relate to enable it the Company prior 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 Purchaser in connection with the offering consummation of the SharesMerger are qualified to the extent of the actual knowledge of the Company.

Material Changes. Since the date of the latest audited Company Financial Statementsfinancial statements included within the SEC Reports, except as set forth on Schedule 3.1(j)specifically disclosed in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables, payables and accrued expenses and other liabilities incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in Company Financial Statements the Company’s financial statements pursuant to GAAPGAAP or disclosed in filings made with the Commission, (iii) the Company has not materially altered materially 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 shareholders stockholders or purchased, redeemed, redeemed or made any agreements to purchase or redeem any shares of its capital stockstock (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, director or Affiliate, (vi) there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company or any of its Subsidiaries is bound or subject, and (vii) to the Company’s Knowledge, there has not been a material increase except Common Stock issued in the aggregate dollar amount of (A) ordinary course as dividends on outstanding preferred stock or issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed in the Bank’s nonperforming loans (including nonaccrual loans and loans 90 days or more past due and still accruing interest) or (B) SEC Reports. Except for the reserves or allowances established on the Company’s or the Bank’s financial statements with respect thereto. 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 issuance of the Shares and the merits and risks of investing in the SharesWarrants contemplated by this Agreement, and (ii) access no event, liability or development has occurred or exists with respect to information about the Company and or its Subsidiaries and or their respective financial condition, results of operations, business, properties, managementoperations or financial condition, prospects, and any potential transactions sufficient that would be required to enable it 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 (1) Trading Day prior to evaluate its investment, there have been no events, occurrences, or developments the date that have materially affected or would reasonably be expected to materially affect, either individually or in the aggregate, the information as presented to Purchaser in connection with the offering of the Sharesthis representation is made.