Included in the SEC Reports are the audited financial statements of the Company as at and for the years ended December 31, 2015 and 2014 and the unaudited financial statements of the Company for the fiscal quarters ended March 31, 2016 and June 30, 2016 (the “ Financial Statements ”). The Financial Statements have been prepared in accordance with GAAP and fairly present the financial condition and operating results of the Company and its subsidiary on a consolidated basis as of the dates, and for the periods, indicated therein, except that the unaudited financial statements as at and for the quarters ended March 31, 2016 and June 30, 2016 are subject to normal year-end adjustments and do not contain all notes required under GAAP. As of the date hereof (and after giving effect to the conversion or exchange of the Existing Notes on the Initial Closing Date), the Company has no liabilities, obligations or commitments of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, due or to become due and regardless of when addressed) other than (a) liabilities that have arisen in the ordinary course of business consistent with past practice since the date of the Company’s most recent quarterly report on Form 10-Q; (b) liabilities under the Notes issued pursuant to this Agreement, and (c) obligations to perform after the date hereof any contracts or agreements which have been disclosed or which are not required to be disclosed in the SEC Reports because such contracts and agreements are not material to the Company.