Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company will furnish the following reports to each Preferred Holder who owns at least one million (1,000,000) shares of Preferred Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (a “Major Investor”); provided that all shares of Preferred Stock held or acquired by “affiliates” (as such term is defined in Rule 144 under the Securities Act) of a Preferred Holder shall be aggregated together with the shares of Preferred Stock held by such Preferred Holder for the purpose of determining the availability of any rights under this Section 3: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified by independent public accountants of recognized national standing selected by the Board of Directors of the Company. (ii) 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 thirty (30) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. (iii) A soon as practicable after the end of each calendar month (excluding those months wherein the Major Investor will receive financial information pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year of the Company, and in any event within ten (10) business days after the end of each calendar month in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such calendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments.

Basic Financial Information. The Company will furnish the following reports to each Preferred Holder who owns at least one million (1,000,000) 500,000 shares of Preferred Stock Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, splits and the like) (a the “Major InvestorSignificant Holders”); provided provided, however, that all shares of Preferred Stock held or acquired by “affiliates” (as such term is defined in Rule 144 under the Securities Act) of a Preferred Holder Elevation Investors II, LLC and its affiliated funds shall be aggregated together with the shares of Preferred Stock held by such Preferred deemed to be a Significant Holder for the purpose purposes of determining the availability this Agreement, so long as Elevation Investors II, LLC holds at least 480,539 shares of any rights under this Section 3Registrable Securities: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company, an audited a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles GAAP consistently applied, and audited and certified by independent public accountants of recognized national standing selected by the Board of Directors of the Company. (ii) 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 thirty forty five (3045) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles GAAP consistently applied, subject to changes resulting from normal year-year end audit adjustments. (iii) A soon as practicable after Within thirty (30) days of the end of each calendar month (excluding those months wherein the Major Investor will receive financial information pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year of the Company, and in any event within ten (10) business days after the end of each calendar month in each fiscal year of the Companymonth, an unaudited consolidated income statement and statement of cash flows and balance sheet of the Company for and its subsidiaries, if any, as of the end of such calendar month, and unaudited consolidated statements of income and cash flows of in reasonable detail compared against the Company and its subsidiaries, if any, for such calendar monthCompany’s operating plan, prepared in accordance with U.S. generally accepted accounting principles consistently appliedGAAP (except that such unaudited financial statements may not contain all footnotes required by GAAP); and (iv) As soon as practicable, subject but in any event at least thirty (30) days prior to changes resulting from normal the end of each fiscal year-end audit adjustments, a copy of the Company’s annual operating plan for the next fiscal year.

Basic Financial Information. The Company will furnish the following reports to each Preferred Holder who owns at least one million four hundred thousand (1,000,000400,000) shares of Preferred Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (a “Major Investor”); provided that all shares of Preferred Stock held or acquired by “affiliates” (as such term is defined in Rule 144 under the Securities Act) of a Preferred Holder shall be aggregated together with the shares of Preferred Stock held by such Preferred Holder for the purpose of determining the availability of any rights under this Section 3: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified by independent public accountants of recognized national standing selected by the Board of Directors of the Company. (ii) 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 thirty (30) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. (iii) A soon as practicable after the end of each calendar month (excluding those months wherein the Major Investor will receive financial information pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year of the Company, and in any event within ten (10) business days after the end of each calendar month in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such calendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments.

Basic Financial Information. The Company will furnish the following reports to each Preferred Holder investor who owns both: (i) either (x) holds at least one million 10% of the outstanding capital stock of the Company or (1,000,000y) shares of Preferred Stock is Vulcan Capital Growth Equity LLC (as presently constituted “Vulcan”) and subject (ii) is a party to subsequent adjustments for stock splitsthis Agreement (each, stock dividends, reverse stock splits, and the like) (a “Major Investor,” and together, the “Major Investors”); provided that all shares , so long as the Major Investor continues to hold at least 50% of Preferred Stock the Eligible Voting Shares held or acquired by “affiliates” such Major Investor on the date hereof (as such term is defined provided, that, in Rule 144 under addition to and not in limitation of the Securities Act) of a Preferred foregoing, and notwithstanding anything to the contrary in this Agreement, the Specified Holder shall be aggregated together considered a Major Investor for all purposes of this Agreement so long as the Specified Holder and its Affiliates (as defined in the Merger Agreement) continues to hold at least 50% of the Common Stock (or any securities issued in place of the Common Stock pursuant to any merger or consolidation, dividend, spin-off, recapitalization or other extraordinary transaction) acquired by the Specified Holder and its Affiliates pursuant to this Agreement, the Merger Agreement and any warrants or other similar agreement providing for stock purchase rights in connection with the shares of Preferred Stock held by such Preferred Holder for the purpose of determining the availability of any rights under this Section 3Merger Agreement and its related ancillary agreements: (i) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety one hundred eighty (90180) days after the end of each fiscal year of the Company, an audited consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, and audited and certified by independent public accountants of nationally recognized national standing selected by the Board of Directors of Company (the Company“Financial Statements”). (ii) 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 thirty forty-five (3045) days after the end of the first, second, and third quarterly accounting periods in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments. (iii) A As soon as practicable after before the end of each calendar month (excluding those months wherein the Major Investor will receive financial information pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year of the Companyyear, and in any event within ten no less than thirty (1030) business days after before the end of each calendar month in each fiscal year, an annual operating budget for the next fiscal year and an annual operating plan for the next fiscal year, each of which shall have been approved by the Company, an unaudited consolidated balance sheet ’s Board of the Company and its subsidiaries, if any, as of the end of such calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such calendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentsDirectors.

Basic Financial Information. The (a) So long as the Holder or any subsidiary, affiliate or partner of the Holder holds at least Ninety-Nine Thousand Dollars ($99,000) principal amount of Promissory Notes, the Company will hereby covenants and agrees to furnish the following reports to each Preferred Holder who owns at least one million (1,000,000) shares of Preferred Stock (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like) (a “Major Investor”); provided that all shares of Preferred Stock held or acquired by “affiliates” (as such term is defined in Rule 144 under the Securities Act) of a Preferred Holder shall be aggregated together with the shares of Preferred Stock held by such Preferred Holder for the purpose of determining the availability of any rights under this Section 3reports: (i) As soon as practicable after the end of each fiscal year of the Companyyear, and in any event within ninety (90) 110 days after the end of each fiscal year of the Companythereafter, an audited consolidated balance sheet sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such fiscal year, prepared in accordance with U.S. generally accepted accounting principles consistently appliedand setting forth in each case in comparative form the figures for the previous fiscal year, certified all in reasonable detail and accompanied by a report and opinion thereon, by independent public accountants of recognized national standing reputation selected by the Board Company's board of Directors of the Companydirectors. (ii) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Companyfirst three (3) fiscal quarters of the fiscal year, and but in any event within thirty forty-five (3045) days after the end of the firsteach such fiscal quarter, second, and third quarterly accounting periods in each fiscal year of the Company, an 's unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of each such quarterly periodquarter, and its unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodquarter, all in reasonable detail and prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentsand certified by the principal financial or accounting officer of the Company. (iiib) A soon as practicable after the end of each calendar month (excluding those months wherein the Major Investor will receive financial information The rights granted pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year this Section 2.1 may not be assigned or otherwise conveyed by the Holders or by any subsequent transferee of any such rights without the written consent of the Company, and in any event within ten (10) business days after which consent shall not be unreasonably withheld; provided that the end of each calendar month in each fiscal year Company may refuse such written consent if the proposed transferee is a competitor of the Company; and provided further, an unaudited consolidated balance sheet that no such written consent shall be required if the transfer is in connection with the transfer of the Company and its subsidiaries, if any, as Securities to any partner or retired partner of the end of any Holder or to any such calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such calendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentspartner's estate.

Basic Financial Information. The Company will furnish the following reports to (a) the Significant Common Holders, and (b) each Preferred Holder who owns that, together with its affiliates and other investment funds having the same principal management personnel, holds at least one million (1,000,000) 3,000,000 shares of Preferred Stock (or Common Stock issuable upon conversion of the Preferred Stock) (together with the Significant Common Holders, the “Significant Holders”), as presently constituted and subject to subsequent adjustments adjusted for stock splits, stock dividends, reverse stock splits, dividends and the like) (a “Major Investor”); provided that all shares of Preferred Stock held or acquired by “affiliates” (as such term is defined in Rule 144 under the Securities Act) of a Preferred Holder shall be aggregated together with the shares of Preferred Stock held by such Preferred Holder for the purpose of determining the availability of any rights under this Section 3other like recapitalization events: (ia) As soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) 120 days after the end of each fiscal year of the Companythereafter, an audited a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, certified all in reasonable detail and audited by an independent public accountants accountant of recognized national standing selected by the Board of Directors of the CompanyBoard. (iib) As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and quarter but in any event within thirty (30) 30 days after the end of such fiscal quarter, (i) an executive summary of the firstactivities of the Company in a form consistent with past practice, secondincluding, without limitation, a section regarding any variances from the Budget (as defined below) and a section regarding the number of units of each product sold during such quarter, and third quarterly accounting periods in each fiscal year of the Company, an unaudited (ii) a consolidated balance sheet of the Company and its subsidiaries, if any, as of at the end of each such quarterly periodfiscal quarter, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodfiscal quarter, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentsall in reasonable detail and certified by the principal financial or accounting officer of the Company. (iiic) A As soon as practicable after the end of each calendar month (excluding those months wherein the Major Investor will receive financial information pursuant to Sections 3.1(a)(i) and (ii) above) in each fiscal year of the Company, and in any event within ten 30 days thereafter, (10i) business days after the end of each calendar month in each fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such calendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, subsidiaries for such calendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentsadjustments and the absence of notes, and (ii) a Budget variance report, all in reasonable detail and certified by the principal financial or accounting officer of the Company. (d) Not less than 30 days before the end of each fiscal year, an annual financial plan of the Company (the “Budget”), which financial plan shall have been approved by the Board and may be amended from time to time by the Board. (e) The rights to basic financial information set forth in this Section 17 may be transferred to any person that acquires from a Significant Holder at least 3,500,000 shares of Preferred Stock (as adjusted for stock splits, stock dividends and other like recapitalization events affecting the Preferred Stock) unless the transferred shares of Preferred Stock are transferred to a person who is an actual competitor of the Company in the reasonable judgment of the Board.