Common use of Basic Financial Information Clause in Contracts

Basic Financial Information. The Company will furnish the following reports to each Major Investor: (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, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and 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 the independent public accountants selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then ended. (A) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within forty five (45) days after the end of each quarterly accounting period 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; provided that; this provision shall not apply to the fourth quarterly accounting period; (iii) As soon as practicable after the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such monthly 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; and (iv) At least forty five (45) days prior to the beginning of each fiscal year an operating plan for such fiscal year, as approved by the Company’s Board of Directors.

Basic Financial Information. The Company will furnish the following reports to each Major InvestorHolder who owns at least 500,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits and the like) (the “Significant Holders”); provided, however, that Elevation Investors II, LLC and its affiliated funds shall be deemed to be a Significant Holder for the purposes of this Agreement, so long as Elevation Investors II, LLC holds at least 480,539 shares of Registrable 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, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and 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 the independent public accountants of recognized national standing selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then ended. (Aii) As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal year of the Company, and in any event within forty five (45) days after the end of each the first, second, and third quarterly accounting period 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; provided that; this provision shall not apply to the fourth quarterly accounting period;. (iii) As soon as practicable after the end of each month, and in any event within Within thirty (30) days after of the end of each month, 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 monthly periodmonth, and unaudited consolidated statements of income and cash flows of in reasonable detail compared against the Company and its subsidiaries, if any, for such periodCompany’s operating plan, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustmentsGAAP (except that such unaudited financial statements may not contain all footnotes required by GAAP); and (iv) At As soon as practicable, but in any event at least forty five thirty (4530) days prior to the beginning end of each fiscal year an year, a copy of the Company’s annual operating plan for such the next fiscal year, as approved by the Company’s Board of Directors.

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, a 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 the independent public accountants of recognized national standing selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then ended. (Aii) As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal year of the Company, and in any event within forty five thirty (4530) days after the end of each the first, second, and third quarterly accounting period 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; provided that; this provision shall not apply to the fourth quarterly accounting period;. (iii) As A soon as practicable after the end of each monthcalendar 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 thirty ten (3010) business days after the end of each monthcalendar 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 monthly periodcalendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodcalendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; and (iv) At least forty five (45) days prior to the beginning of each fiscal year an operating plan for such fiscal year, as approved by the Company’s Board of Directors.

Basic Financial Information. The Company will furnish the following reports to each Preferred Holder who owns at least four hundred thousand (400,000) 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, a 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 the independent public accountants of recognized national standing selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then ended. (Aii) As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal year of the Company, and in any event within forty five thirty (4530) days after the end of each the first, second, and third quarterly accounting period 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; provided that; this provision shall not apply to the fourth quarterly accounting period;. (iii) As A soon as practicable after the end of each monthcalendar 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 thirty ten (3010) business days after the end of each monthcalendar 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 monthly periodcalendar month, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for such periodcalendar month, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; and (iv) At least forty five (45) days prior to the beginning of each fiscal year an operating plan for such fiscal year, as approved by the Company’s Board of Directors.

Basic Financial Information. The Company will furnish the following reports to each investor who both: (i) either (x) holds at least 10% of the outstanding capital stock of the Company or (y) is Vulcan Capital Growth Equity LLC (“Vulcan”) and (ii) is a party to this Agreement (each, a “Major Investor,” and together, the “Major Investors”), so long as the Major Investor continues to hold at least 50% of the Eligible Voting Shares held by such Major Investor on the date hereof (provided, that, in addition to and not in limitation of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Specified Holder shall be 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 Merger 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, a 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 the independent public accountants of nationally recognized standing selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by Company (the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then ended“Financial Statements”). (Aii) As soon as practicable after the end of each the first, second and third quarterly accounting period periods in each fiscal year of the Company, and in any event within forty forty-five (45) days after the end of each the first, second, and third quarterly accounting period 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; provided that; this provision shall not apply to the fourth quarterly accounting period;. (iii) As soon as practicable after before the end of each monthfiscal year, and in any event within no less than thirty (30) days after before the end of each monthfiscal year, an unaudited consolidated balance sheet of annual operating budget for the Company and its subsidiaries, if any, as of the end of such monthly 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; and (iv) At least forty five (45) days prior to the beginning of each next fiscal year and an annual operating plan for such the next fiscal year, as each of which shall have been approved by the Company’s Board of Directors.

Basic Financial Information. The Company will furnish the following reports to (a) the Significant Common Holders, and (b) each Major InvestorPreferred Holder that, together with its affiliates and other investment funds having the same principal management personnel, holds at least 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 adjusted for stock splits, stock dividends and other 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, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the end of such fiscal year, and 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 the an independent public accountants accountant of recognized national standing selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then endedBoard. (Ab) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and quarter but in any event within forty five (45) 30 days after the end of each quarterly accounting period in each such fiscal year quarter, (i) an executive summary of the Companyactivities of the Company in a form consistent with past practice, an unaudited including, 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 (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 adjustments; provided that; this provision shall not apply to all in reasonable detail and certified by the fourth quarterly principal financial or accounting period;officer of the Company. (iiic) As soon as practicable after the end of each month, month and in any event within thirty 30 days thereafter, (30i) days after the end of each month, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such monthly periodmonth, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries, if any, subsidiaries for such periodmonth, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments; andadjustments 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. (ivd) At least forty five (45) Not less than 30 days prior to before the beginning end of each fiscal year an operating plan for such fiscal year, as an annual financial plan of the Company (the “Budget”), which financial plan shall have been approved by the Company’s 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 DirectorsPreferred 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.

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 Major Investorreports: (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, a 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 the a report and opinion thereon, by independent public accountants of national reputation selected by the Company, and as soon as practicable, and in any event in accordance with a timetable to be set by the Board 's board of Directors in its reasonable discretion not to exceed one hundred eighty (180) days after each fiscal year of the Company, consolidated audited financial statements for the fiscal year then endeddirectors. (Aii) As soon as practicable after the end of each quarterly accounting period in each fiscal year of the Companyfirst three (3) fiscal quarters of the fiscal year, and but in any event within forty forty-five (45) days after the end of each quarterly accounting period in each such fiscal year of quarter, 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 appliedand certified by the principal financial or accounting officer of the Company. (b) The rights granted pursuant to 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, subject to changes resulting from normal year-end audit adjustmentswhich consent shall not be unreasonably withheld; provided that; this provision shall not apply to that the fourth quarterly accounting period; (iii) As soon as practicable after Company may refuse such written consent if the end of each month, and in any event within thirty (30) days after the end of each month, an unaudited consolidated balance sheet proposed transferee is a competitor of the Company Company; and its subsidiariesprovided further, that no such written consent shall be required if any, as the transfer is in connection with the transfer of the end Securities to any partner or retired partner of any Holder or to any such monthly 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; and (iv) At least forty five (45) days prior to the beginning of each fiscal year an operating plan for such fiscal year, as approved by the Company’s Board of Directorspartner's estate.