Common use of Basic Financial Information and Reporting Clause in Contracts

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon long as practicable shares of Series B Convertible Preferred Stock, Series A Convertible Preferred Stock, and/or Registrable Securities issued therefor are outstanding, the Company shall deliver or provide to each Series B Investor and Series A Investor (so long as such Investor continues to hold 10% of the Shares originally purchased by said Series B Investor or Series A Investor and/or Registrable Securities issued therefor) of each respective class, and as long as GP Strategies holds at least 10% of the outstanding Common Stock, the Company shall deliver and provide to GP Strategies: (i) Within 90 days after the end of each fiscal year of the Company, and in any event within 120 days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board.Board of Directors; and (cA) The Company will furnish At least 30 days prior to the beginning of each Major Investorfiscal year, an annual budget and operating plans for such fiscal year (and as soon as practicable available, any subsequent revisions thereto); and (B) within 20 days after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafterquarter, a balance sheet of the Company as of the end of each such quarterly periodquarter, and a statement of income and a statement of cash flows of the Company for such period quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As So long as an Investor (with its affiliates) shall own not less than two million (2,000,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each such Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany’s Board of Directors. For purposes of Section 3.1 and 3.2 only, each of ▇. ▇▇▇▇ Price Associates, Inc. and ▇▇▇▇▇▇▇ Sachs Investment Partners Master Fund, L.P. shall be deemed a “Major Investor.” Notwithstanding the foregoing, Biogen shall be deemed a “Major Investor” for purposes of Sections 3.1(b), 3.1(c) and 3.2 only. (c) The Company will furnish each to a Major Investor, to the extent requested by such Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.quarterly

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As To the extent requested by an Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 ninety (90) days thereafterthereafter (or within such longer period as is approved by the Company’s Board of Directors), the Company will furnish each Major such Investor a balance sheet of the Company, as at of the end of such fiscal year, and a statement of income operations and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants standing selected by the BoardCompany’s Board of Directors. (c) The So long as an Investor (together with its affiliates) shall own not less than one million (1,000,000) shares of Registrable Securities (as adjusted for stock splits, combinations and similar transactions) (a “Major Investor”), the Company will furnish each such Major Investor, Investor as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companyquarter, and in any event within 45 forty five (45) days thereafterthereafter (or within such longer period as is approved by the Company’s Board of Directors), a balance sheet of the Company as of the end of each such quarterly periodquarter, and a statement of income operations and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctstatements.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As So long as an Investor (with its Affiliates) shall own not less than two hundred fifty thousand (250,000) shares of Preferred Stock (as adjusted for stock splits and combinations) (a “Major Investor”), the Company will furnish each Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each Major Investor a an unaudited balance sheet of the Company, as at the end of such fiscal year, and a an unaudited statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 forty-five (45) days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, and a an unaudited statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made, as well as an up-to-date capitalization table of the Company. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and , as soon as availablepracticable, but in any subsequent written revisions thereto); event within thirty (ii30) as soon as practicable after days of the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and . (iiie) within 30 The Company will furnish each such Major Investor to the extent requested by such Major Investor no earlier than thirty (30) days after the end beginning of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable year an annual budget for shares of capital stock of the Company outstanding at the end of such fiscal year (and held by each holder; the Common Stock issuable upon conversion or exercise of as soon as available, any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable subsequent written revisions thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct).

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each Major Investor that holds a minimum of 25,000 Shares with a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (c) The Company will furnish each holder of a minimum of 100,000 Shares (a "Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d") The Company will furnish each Major Investor: (i) at least 30 within thirty (30) days prior to after Board approval, the beginning of each annual operating plan for the next fiscal year an annual budget year; and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such month, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)and each of which shall indicate the variance from the operating plan, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true keep proper books of record and records of account account, in which full entries which are complete and correct entries will in all material respects shall be made of all its material dealings and transactions of or in relation to the properties and business transactions pursuant to a system thereof, and which will permit the production of accounting established and administered financial statements in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles GAAP consistently applied. (b) As The Company will furnish to each Major A-1 Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafterthereafter or as otherwise determined by the Board of Directors, the Company will furnish each Major Investor a an audited balance sheet as of the Company, as at the end of such fiscal year, and a statement statements of income income, changes in stockholders’ equity and a statement of cash flows of the Company, for such year, all prepared for the Company and its subsidiaries, setting forth, in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in the case of each case financial statement, in comparative form form, the figures audited financial statement for the previous immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP consistently applied. Such financial statements financials shall be accompanied by a report and an opinion thereon by of independent certified public accountants of recognized regional standing selected by the BoardCompany, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company or its subsidiaries, as applicable, and its results of operations and cash flows and have been prepared in conformity with GAAP consistently applied, and that the examination of such accountants in connection with such financial statements has been made in accordance with GAAP consistently applied, and that such audit provides a reasonable basis for such opinion in the circumstances. (c) The Company will furnish each Major A-1 Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within 45 sixty (60) days thereafter, a an unaudited balance sheet of the Company as of the end of each such quarterly period, fiscal quarter; and a statement statements of income and a statement of cash flows (and any other statements requested by the Board of the Company Directors) for such period fiscal quarter and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end portion of such fiscal year ending with such fiscal quarter, for the Company and held by each holder; the Common Stock issuable upon conversion or exercise its subsidiaries, set forth in a manner and with a level of detail and any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified certifications requested by the chief financial officer or chief executive officer Board of the Company as being true, complete, and correctDirectors.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As So long as an Investor (with its affiliates) holds Registrable Securities with an initial aggregate purchase price of at least one million dollars (1,000,000.00) (a "Major Investor") and as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 ninety (90) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at of the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: Investor (i) at least 30 thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within 30 twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)applied, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 45 days thereafter, the Company will furnish each to all Holders and Fund Holders (“Major Investor a balance sheet Investors”) holding in excess of two hundred fifty thousand (250,000) shares on as converted basis (as adjusted for subsequent stock splits, stock dividends, and combinations or similar events), and aggregating for this purpose the holdings of affiliated investors, consolidated audited financial statements of the Company, as at the end of such fiscal year, including a balance sheet and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a an audit report and opinion thereon by independent public accountants of national standing as one of the five major accounting firms in the United States or through its Israeli affiliate, selected by the BoardCompany’s Board of Directors (the “Accountant”). (c) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within 45 30 days thereafter, a balance sheet of the Company will furnish to all Major Investors unaudited consolidated financial statements, as of at the end of each such quarterly periodperiod including a balance sheet, and a statement unaudited consolidated statements of income and a statement of cash flows of the Company for such period and for the period from the beginning of the current fiscal year to datethe end of such quarterly period, prepared setting forth in accordance with generally accepted accounting principles consistently applied each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by the chief financial officer of the Company, and in the case of the statements for the first, second and third quarter, reviewed (except as noted therein), with defined in the exception that no notes need be attached to such statements and year-end audit adjustments may not have been madeIsraeli securities regulations) by the Accountant. (d) The Company will also furnish each all Major Investor: Investors such monthly and other reports in such format and containing such information as the Board of Directors shall request. The Company shall appoint an internal auditor the scope of whose duties shall be determined by the Board of Directors. (ie) at least 30 days prior Prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafterbudget, a balance sheet five-year investment plan and an annual business plan shall be submitted to the Board of the Company as of the end of each such month, and a statement of income and a statement of cash flows Directors of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified approval by the chief financial officer Board. (f) Any Major Investor which is a public company or chief executive officer a subsidiary of the Company as being true, complete, a public company shall be entitled to receive any other additional information reasonably required by it under applicable law and correctregulations.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall will be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 90 days thereafter, the Company will furnish each Major Investor a an audited consolidated balance sheet of the Company, Company as at the end of such fiscal year, and a statement audited consolidated statements of income and a statement of income, cash flows and shareholders' equity of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall will be accompanied by a report and opinion thereon by independent public accountants selected by the BoardCompany's Board of Directors. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 30 days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period and consolidated statements of income, cash flows and stockholders' equity of the Company for the same period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a consolidated balance sheet of the Company as of the end of each such month, current fiscal year to date and a statement consolidated statements of income and a statement of cash flows and stockholders' equity of the Company for such month and for the current fiscal year to datesame period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)applied, with the exception that no notes need to be attached to such statements and year-end audit adjustments may need not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC, the Company will furnish each Major Investor Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (cC) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within 45 thirty days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-Q with the SEC, the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles consistently applied (except as noted therein), a manner consistent with the exception that no notes need financial statements described in Section 3.1(b). Such statement shall be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to accompanied by a certificate signed by the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet Chairman of the Company as of the end of each such month, Board and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.Chief

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC, the Company will furnish each Major Investor Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants accounts of national standing selected by the BoardCompany's Board of Directors. (c) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within 45 thirty days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-Q with the SEC, the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.for

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As So long as a holder (together with its affiliates) shall own not less than two hundred fifty thousand (250,000) shares of Registrable Securities (as adjusted for stock splits, combinations and like) (a “Major Investor”), the Company as soon as practicable after the end of each such fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany’s Board of Directors. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein)principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each Major Investor a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, with the exception that no notes need be attached to such statements. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants selected by the Board. (c) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 forty-five (45) days thereafter, a consolidated balance sheet of the Company as of the end of each such quarterly period, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein)principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (dc) The Company will additionally furnish each Major Investor: Investor that (iwith its affiliates) at least 30 days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year shall own not less than two hundred thousand (and as soon as available, any subsequent written revisions thereto); (ii200,000) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.Registrable

Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 90 days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's annual report on Form 10-K with the SEC), the Company will furnish each Major Investor Holder a consolidated balance sheet of the Company, as at the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, Company for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (cC) The Company will furnish each Major Investor, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year quarter of the Company, and in any event within 45 thirty days thereafterthereafter or, after the Initial Offering, simultaneously with the filing of the Company's reports on Form 10-Q with the SEC), the Company will furnish each Holder a consolidated balance sheet of the Company Company, as of at the end of each such quarterly periodfiscal quarter, and a consolidated statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to datequarter, prepared and presented in accordance with generally accepted accounting principles consistently applied (except as noted therein), a manner consistent with the exception that no notes need financial statements described in Section 3.1(b). Such statement shall be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: (i) at least 30 days prior to accompanied by a certificate signed by the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet Chairman of the Company as of the end of each such month, Board and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.Chief

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As So long as an Investor (with its affiliates) shall own not less than five hundred thousand (500,000) shares of Registrable Securities (as adjusted for stock splits and combinations) (a “Major Investor”), to the extent requested by such Major Investor, as soon as practicable after the end of each fiscal year of the Company, and in any event within 120 one hundred twenty (120) days thereafter, the Company will furnish each Major such Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be audited and accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Board. (c) The To the extent requested by such Major Investor, the Company will furnish each such Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all such statements shall be unaudited and prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereintherein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The To the extent requested by a Major Investor, the Company will furnish each such Major Investor: (i) Investor at least 30 thirty (30) days prior to the beginning of each fiscal year an annual operating budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); . (iie) as soon as practicable after the end of The Company will also furnish to each monthMajor Investor with reasonable promptness, such other information and in any event within 30 days thereafter, a balance sheet of data with respect to the Company as of the end of each such monthMajor Investor may from time to time reasonably request, and a statement of income and a statement of cash flows of the Company which information will not be used for any purpose by such month and for the current fiscal year Major Investor other than to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership evaluate its involvement in the Company, and certified by the chief financial officer or chief executive officer of provided, however, the Company as being truecan withhold any such information if the Board determines in good faith that such information is confidential or attorney client privileged and should not, completetherefore, and correctbe disclosed.

Basic Financial Information and Reporting. For so long as the Investor Shares are equal to or greater than 25% of the Investor Shares as of immediately following the Closing: (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 90 days thereafter, the Company will furnish each Major Investor to Trident Capital a copy of its Annual Report on Form 10-K, or if such report is not available, a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany’s Board of Directors. (cb) The Company will furnish each Major Investorto Trident Capital, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a copy of its Quarterly Report on Form 10-Q, or if such report is not available, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (dc) The Company will furnish each Major Investorto Trident Capital: (i) at least 30 days prior to the beginning of each fiscal year an annual budget and operating budget, business plans for such fiscal year (and as soon as available, any subsequent written revisions theretoupdates thereto in the event of any material changes to such budget, business plan or financial forecast); and (ii) as soon as practicable after the end of each month, and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correct.

Basic Financial Information and Reporting. (a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (b) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 ninety (90) days thereafter, the Company will furnish to each Major Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor, a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing (i.e., employed by a "Big Four" accounting firm) selected by the BoardCompany's Board of Directors. (c) The Company will furnish to each Major Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companymonth, and in any event within 45 twenty (20) days thereafter, a balance sheet of the Company as of the end of each such quarterly monthly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied principles. Statements shall include year-to-date figures compared to the Company's operating plan and budget, with variances delineated. A brief summary shall be prepared by the Chief Executive Officer and attached to the Monthly Report which summarizes performance highlights, lowlights, variances from budget, and an outlook on the ensuing period. (except d) The Company will furnish to each Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor as noted therein)soon as practicable after the end of each quarter and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such fiscal quarter, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, all prepared in accordance with generally accepted accounting principles, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (de) The Company will furnish to each Major Investor: (i) , Series D-2 Investor, Series D-3 Investor and Series D-4 Investor at least 30 sixty (60) days prior to the beginning of each fiscal year an annual operating plan and budget, prepared on a monthly basis for the ensuing fiscal year, and on a basis consistent with prior periods (including, among other items, appropriate reserves, accruals and provisions for income taxes) and representing the best estimate of the Company based upon available information. The Company shall also furnish to each Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor projections for the next two (2) fiscal years in the same format as the financial statements. The Company shall also furnish to each Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor, within a reasonable time of its preparation, amendments to the annual budget, if any. Such budget shall include underlying assumptions and operating plans for such fiscal year a brief qualitative description of the Company's plan by the Chief Executive Officer in support of that budget. (f) The Company will notify each Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor, as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable after the end of each monthpracticable, and in any event within 30 three (3) days thereafterof discovery, of (i) any event (including pending or threatened litigation, material loan or lease default, or the filing of any material lawsuit) which could have a material adverse effect upon the financial condition or results of operations of the Company considered in the aggregate; (ii) any change in any material fact or circumstance represented or warranted in this Agreement; (iii) a default or any event or occurrence which with the lapse of time or notice or both could become a default under the Purchase Agreement, and (iv) a material default or any event or occurrence which with the lapse of time or notice or both could become a default under any of the Company's material agreements. Such notice shall contain a reasonably detailed statement outlining such default or event, and the Company's proposed response. (g) The Company will use its commercially reasonable best efforts to deliver to each Investor, Series D-2 Investor, Series D-3 Investor and Series D-4 Investor by no later than forty-five (45) days after the date of this Agreement, a balance sheet of the Company as of the end of each such monthDecember 31, 2000, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to dateended December 31, 2000, all prepared in accordance with generally accepted accounting principles consistently applied applied. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing (except as noted thereon)i.e., with employed by a "Big Four" accounting firm) selected by the exception that no notes need be attached Company's Board of Directors. (h) In the event the Company fails to such provide the reports or financial statements and year-end audit adjustments may not have been made; and (iii) within 30 days after required by this Section 3.1, the end holders of each fiscal year, a statement showing: the number of shares of each class and series of capital stock majority of the Preferred Stock may give the Company and securities convertible into or exercisable for shares notice requesting immediate delivery of capital stock such reports. If the Company fails to deliver such reports upon receipt of such notice, then the holders of a majority of the Company outstanding Preferred Stock shall have the right and authority, at the end Company's sole expense, to request an audit by a single accounting firm of its or their choice, such fiscal year and held by each holder; that the Common Stock issuable upon conversion reports or exercise of any outstanding securities convertible financial statements are produced to its or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctsole satisfaction.

Basic Financial Information and Reporting. (aA) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein)applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied. (bB) As soon as practicable after the end of each fiscal year of the Company, and in any event within 120 days thereafter, the Company will furnish each Major Investor a Purchaser an audited consolidated balance sheet of the Company, as at the end of such fiscal year, and a an audited consolidated statement of income and a an audited consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein) and setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the BoardCompany's Board of Directors. (cC) The Company will furnish each Major Investor, as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 45 days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made. (d) The Company will furnish each Major Investor: Purchaser (i) at least 30 thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans plan for such fiscal year (and as soon as available, any subsequent written revisions thereto); (ii) as soon as practicable within thirty (30) days after the end of each month, an unaudited sheet and in any event within 30 days thereafter, a balance sheet of the Company as of the end of each such month, and a statement statements of income and a statement of cash flows of the Company for such month and for the current fiscal year to dateflows, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon)principles, with the exception that no notes need be attached to such statements which also set forth applicable budget figures and year-end audit adjustments may not have been made; and (iii) within 30 days after the end of each fiscal year, a statement showing: the number of shares of each class and series of capital stock of the Company and securities convertible into or exercisable for shares of capital stock of the Company outstanding at the end of such fiscal year and held by each holder; the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto; and the number of shares underlying issued stock options held by each holder and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Major Investors to calculate their respective percentage equity ownership in the Company, and certified by the chief financial officer or chief executive officer of the Company as being true, complete, and correctvariances from budget.